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EXHIBIT 99.1
VIASAT WILL ACQUIRE SCIENTIFIC-ATLANTA SATELLITE NETWORKING BUSINESS IN $75
MILLION TRANSACTION
IMPROVES VIASAT'S SCALE TO FURTHER SATELLITE BROADBAND EFFORTS AND CREATES NEW
MARKET OPPORTUNITIES, ALLOWS SCIENTIFIC-ATLANTA TO FOCUS EXCLUSIVELY ON
END-TO-END DIGITAL INTERACTIVE BROADBAND NETWORKS
CARLSBAD, Calif., and ATLANTA, Jan. 18 /Scientific-Atlanta Inc. (NYSE: SFA) and
ViaSat Inc. (Nasdaq: VSAT) have reached a definitive agreement under which
ViaSat will acquire the satellite networking businesses of Scientific-Atlanta in
a $75 million cash transaction which is anticipated to be immediately accretive
to ViaSat's earnings. The transaction is subject to various regulatory and other
conditions and is expected to close within 120 days. The purchase price is
subject to normal closing adjustments.
The acquisition includes Scientific-Atlanta's product lines for broadband
satellite network gateways, data transactions, telephony, mobile asset tracking,
automated meter reading, remote monitoring, and space imaging, as well as
Scientific-Atlanta's satellite network operations center. The transaction will
enable Scientific-Atlanta to focus exclusively on its core business in broadband
communications technology for new digital interactive services to consumer
homes. As a result of the acquisition ViaSat expects to more than double its
revenues, with a majority of sales in commercial markets. ViaSat becomes a
leading independent supplier of satellite ground networking equipment, and
increases the resources it can apply to the emerging broadband- on-demand
satellite ground equipment and services industry.
ViaSat expects to finance the acquisition through an offering of debt or equity
securities. Upon closing, ViaSat will manage the combined commercial business
unit, called ViaSat Satellite Networks, from Norcross, Georgia. Substantially
all of the employees of the Scientific-Atlanta Satellite Networks business will
be offered positions with ViaSat. ViaSat will maintain its 180,000 square foot
corporate headquarters facilities and other business lines in Carlsbad,
California.
"While the satellite networking technologies we pioneered continue to be among
the industry's best, the divestiture will enable Scientific-Atlanta to focus on
our core strategy of providing consumers with broadband video, voice and data
services," said Jim McDonald, president and CEO of Scientific-Atlanta.
"Scientific-Atlanta's broadband network and interactive set-top products are
revolutionizing direct digital communications to consumers, while enabling
network operators to generate new revenues. We want to keep our resources
directed to the business."
ViaSat will also receive a related contract to study the benefits of combining
Scientific-Atlanta's PowerVu digital video compression system with ViaSat
patented Paired Carrier Multiple Access (PCMA*) to build an enhanced 2-way
satellite interactive television system. The system would offer digital
television along with a low-cost interactive satellite return channel overlaid
onto the same broadcast transponders. If successful, this concept would
establish an economical method of offering 2-way digital interactive
direct-to-home TV services via satellite without requiring a separate dial-up
telephone connection for the return path from the viewer. The transaction
includes other supplemental agreements associated with the transitional
relationship between the parties.
"This is an opportunity for both companies to enhance their strategic focus,"
said Mark Dankberg, chairman and CEO of ViaSat. "We believe the Satellite
Networks division we are acquiring will benefit in
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several ways by operating within a company that is tightly focused on this
business. And we're gaining key people, technology, products, and distribution
capabilities that extend our market reach and our ability to support our
customers."
The acquisition adds strong capabilities to ViaSat in vital growing markets for
satellite networks:
-- Through the transaction ViaSat becomes a key supplier of ground
infrastructure equipment for a new generation of satellite broadband
and space imaging networks. Scientific-Atlanta's communication and
tracking system business is a leading supplier of network management
gateways providing the design, development, manufacturing, and
installation of earth stations that anchor the ground infrastructure
for broadband satellite systems, including high data-rate Ka-band
systems.
-- The LEO Satellite Data Systems business unit provides 2-way messaging
terminals for satellite monitoring of locomotives, truck fleets,
utility meters, and other applications using the Orbcomm satellite
constellation. Orders to-date total over 25,000 units from key
customers that supply systems to these markets. The Mobile Asset
Subscriber communicator has also received Industry Canada
certification, addressing a market of more than 400,000 truck
trailers.
-- The SkyRelay and Skylinx VSAT products are used by large domestic and
international carriers, service providers, and systems integrators.
Global sales channels include offices in the UK, Moscow, Buenos Aires,
Santiago, Beijing, Sydney and New Delhi.
-- ViaSat will also acquire Scientific-Atlanta's manufacturing facility for
satellite antennas ranging from 3.6 to 18 meters in diameter. Antenna
subsystems are often a vital component of high performance broadband
gateway and hub terminals, especially those operating in the emerging
Ka-band frequencies.
"The people we gain, and the products and technology they bring to us, move us
ahead very quickly in our plan to rapidly grow our commercial business," said
Tom Wittenschlaeger, vice president and general manager of ViaSat Satellite
Networks. "Combining these new capabilities with ViaSat's existing StarWire VSAT
networks positions us, as an independent equipment manufacturer, to offer a
breadth of products that's hard to match."
C.E. Unterberg-Towbin represented ViaSat in the transaction and CIBC World
Markets Corp. represented Scientific-Atlanta. Portions of this release,
particularly statements about future earnings, business opportunities,
financing, and dates of closure for this acquisition, may contain
forward-looking statements regarding future events and are subject to risks and
uncertainties. We wish to caution you that there are some factors that could
cause actual results to differ materially, including but not limited to:
contractual problems, regulatory issues, technologies not being developed
according to anticipated schedules, or that do not perform according to
expectations; and increased competition and other factors affecting the
telecommunications industry generally. We refer you to the documents ViaSat
files from time to time with
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the Securities and Exchange Commission, specifically the section titled Risk
Factors in the Company's Form 10-K, which contain and identify other important
factors that could cause actual results to differ materially from those
contained in our projections or forward-looking statements.
Scientific-Atlanta, Inc. (www.sciatl.com) is a leading supplier of broadband
communications systems, and satellite-based video networks and worldwide
customer service and support.
ViaSat Inc. (www.viasat.com) designs and produces advanced digital communication
products, including satellite networks, wireless networking products,
communication test and simulation systems, and tactical communications terminals
for commercial and government markets. Corporate headquarters are located in
Carlsbad, California in northern San Diego County, with a branch office in
Boston, MA.
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