Columbia Capital and Spectrum Equity will exchange all of the shares of TerreStar that they own, and it is anticipated that the minority investors in MSV Investors will also exchange their shares, (representing in aggregate 7.2% of TerreStar on a fully-diluted basis) with Motient for 4.6 million shares of Motient common stock.
The closing of the transactions contemplated hereby will be subject to various closing conditions, including FCC and other regulatory approval. Accordingly, neither Motient nor SkyTerra can assure you that these transactions will close on the terms outlined here, if at all.
Motient is a nationwide provider of wireless data solutions for Fortune 500 companies and the small to medium size enterprise business market. Motient simplifies the wireless experience for applications providers, hardware vendors, value added resellers and customers by offering multiple network options, proprietary applications, one source support and wireless consulting services that enhance the performance, efficiency and cost-effectiveness of enterprise wireless solutions.
http://www.motient.comAbout SkyTerra Communications, Inc.
SkyTerra, through its 80% owned MSV Investors LLC subsidiary, is an active participant in Mobile Satellite Ventures LP (the “MSV Joint Venture”) and owns a stake in TerreStar Networks, Inc. Historically, SkyTerra has operated through a group of complementary companies in the telecommunications industry including the MSV Joint Venture and Hughes Network Systems, LLC (“HNS”). In February 2006, SkyTerra distributed to its security holders all of the common stock of Hughes Communications, Inc., formerly a wholly-owned subsidiary, which held SkyTerra’s interests in HNS and all of SkyTerra’s other businesses, other than its MSV Investors subsidiary.
About TerreStar Networks:
TerreStar Networks Inc. is an emerging provider of advanced mobile satellite services in North America with plans to develop, build and operate an innovative and spectrum-efficient spot beam satellite network in the 2GHz frequency band. TerreStar plans to offer a diverse mix of high-bandwidth services including voice, circuit-switched and packet-switched data, fax and paging to subscribers utilizing mobile and transportable terminals, including handheld devices.
http://www.terrestar.comAbout Mobile Satellite Ventures:
Mobile Satellite Ventures LP (MSV) is developing the first hybrid satellite-terrestrial communications network, which will provide seamless, transparent and ubiquitous wireless coverage of the United States and Canada to conventional handsets. It has extensive patents on the technology and holds the first and only FCC license to provide hybrid satellite-terrestrial services. MSV plans to launch two satellites for coverage of the United States and Canada, which are expected to be among the largest and most powerful commercial satellites ever built. When completed, the network will support communications in a variety of areas including public safety, homeland security, aviation, transportation and entertainment, by providing a platform for interoperable, user-friendly and feature-rich voice and high-speed data services.
http://www.msvlp.com
Additional Information to be Filed with the SEC
Motient and SkyTerra each plan to file Registration Statements with the Securities and Exchange Commission in connection with the proposed transactions. The Registration Statements will contain important information about Motient, SkyTerra, MSV, TerreStar, the transactions, and related matters. Investors and existing security holders are urged to read the Registration Statements carefully when they become available.
Investors and existing security holders will be able to obtain free copies of the Registration Statements and other documents filed with the SEC by Motient and SkyTerra through the investor relations sections of the web sites of the respective companies or through the EDGAR system available at the SEC web site atwww.sec.gov.
Statement under the Private Securities Litigation Reform Act:
This press release may contain forward–looking statements within the meaning of the Private Securities Litigation Reform Act, with respect to the strategy of each of SkyTerra and Motient, and their respective plans and the transactions described in this press release. Such statements generally include words such as could, can, anticipate, believe, expect, seek, pursue, proposed, potential and similar words and terms in connection with futures results, including the transactions described in this press release. Such forward–looking statements are subject to the following uncertainties: the ability of the parties to obtain the necessary regulatory approvals, including without limitation, actions by the Federal Communications Commission or to have the necessary registration statements declared effective by the Securities and Exchange Commission, and other factors impacting the parties ability to consummate the transactions, as well as the ability of each of TerreStar and MSV to execute their business plans. We assume no obligation to update or supplement such forward–looking statements.
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