Filed by Gilat Satellite Networks Ltd.
Pursuant to Rule 425 under the Securities Act of
1933 and deemed filed pursuant to Rules 13e-4 and
14d-2 under the Securities Exchange Act of 1934
Subject Company: rStar Corporation
Commission File No. 000-27029
On February 19, 2002, Gilat Satellite Networks Ltd. and rStar Corporation issued
the following joint press release:
FOR IMMEDIATE RELEASE
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February 19, 2002
RSTAR CORPORATION AND GILAT SATELLITE NETWORKS LTD.
ANNOUNCE UPDATED SCHEDULE FOR TENDER OFFER AND
ACQUISITION OF STARBAND LATIN AMERICA BUSINESS BY RSTAR
San Ramon, California, and Petah Tikva, Israel, February 19, 2002 - rStar
Corporation (Nasdaq: RSTR) and Gilat Satellite Networks Ltd. (Nasdaq: GILTF), a
worldwide leader in satellite networking technology, announced today their
updated schedule for the commencement of their previously announced tender offer
for shares of rStar common stock and rStar's acquisition of the StarBand Latin
America business.
The offer will be commenced as soon as the necessary disclosure documents
and financial statements have been prepared, and the Securities and Exchange
Commission has completed its review of the filed materials. While there can be
no assurance, Gilat and rStar believe that they will be in a position to
commence the tender offer and mail the proxy statement within the next several
weeks.
Please note that the offer has not yet commenced. rStar stockholders are
advised that, notwithstanding the filing of a Schedule TO and a form of letter
of transmittal with the SEC, the tender offer has not yet commenced and will not
commence until such time as rStar and Gilat make a public announcement of
commencement. Stockholders should not use or seek to submit to the company's
exchange agent or rStar the letter of transmittal or any share certificates and
should not seek to tender their shares at this time. Should a stockholder do so,
the submitted materials will be returned to the stockholder. Further,
stockholders calling the exchange agent will be advised that the tender offer
has not yet been commenced.
Lance Mortensen, President and CEO of rStar, and Mr. Yoel Gat, Gilat's
Chairman and CEO, issued a joint statement noting that "each of Gilat and rStar
remains fully committed to completing the acquisition of Starband Latin America
business and the tender offer as soon as possible. We continue to believe that
those transactions are beneficial to Gilat and shareholders of rStar."
This press release is for informational purposes only and is not an offer to buy
or the solicitation of an offer to sell any shares of rStar's common stock. The
solicitation of offers to buy rStar's common stock will only be made pursuant to
the Offer to Purchase and related materials that rStar and Gilat will be sending
out to rStar's stockholders. rStar stockholders should read those materials
carefully because they will contain important information, including the various
terms and conditions to the offer.
About Gilat Satellite Networks Ltd.
Gilat Satellite Networks Ltd., with its global subsidiaries Spacenet Inc., Gilat
Europe and Gilat Latin America, is a leading provider of telecommunications
solutions based on VSAT satellite network technology. The Company provides
satellite-based, end-to-end enterprise networking and rural telephony solutions
to customers across six continents, and markets interactive broadband data
services. The Company is a joint venture partner, with Microsoft Corp., EchoStar
Communications Corp. and ING Furman Selz Investments, in StarBand Communications
Inc., America's first consumer, always-on, nationwide, two way, high-speed
satellite Internet service provider. StarBand is based in McLean, Virginia.
Visit Gilat at www.gilat.com and StarBand at www.starband.com.
About rStar Corporation
rStar (Nasdaq: RSTR) through its r)Star Broadband Networks, Inc. subsidiary,
develops, provides and manages satellite-based networks for large-scale
deployment across corporate enterprises, educational systems, and user
communities of interest. rStar's core products include remote high-speed
Internet access, data delivery, high-quality video and networking services
distributed though its satellite broadband Internet gateway and bi-directional
solutions. rStar's technology assures instantaneous, consistent, secure and
reliable delivery of content within the rStar network. rStar is located in San
Ramon, California, and can be reached at 925-543-0300 or at www.rstar.com on the
Web.
About StarBand Latin America
Gilat-To-Home Latin America, which will do business as StarBand Latin America,
operates satellite-based rural telephony networks in Colombia and Peru. The
company also provides hardware and services solutions for ISPs and other service
providers requiring satellite-based high-speed Internet access throughout the
region. An indirect subsidiary of Gilat Satellite Networks, the company began
offering pilot broadband Internet connectivity service in 2001, working with its
in-country partners to address opportunities with small office/home office and
consumer market segments. Coupled with Gilat's unique technology for bundling
satellite-based
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telephony and IP connectivity, StarBand Latin America has a set of product
offerings that will enable its partners to deliver world-class Internet
solutions throughout the region.
Important Legal Information
The tender offer for the outstanding rStar common stock described in this press
release has not yet commenced. This announcement is neither an offer to purchase
shares nor a solicitation of an offer to sell securities, or any recommendation
with respect to the tender offer. At the time the offer is commenced, rStar and
Gilat will file an amendment to their Tender Offer Statement filed with the U.S.
Securities and Exchange Commission on February 14, 2002 and make a public
announcement of commencement. We advise all security holders to read the amended
tender offer statement when it is available, because it will contain important
information. You can get the amended tender offer statement and other filed
documents, when they are available, for free at the Securities and Exchange
Commission's website (www.sec.gov). You can also get the amended tender offer
statement and all other filed documents for free from rStar or Gilat.
Certain statements made herein that are not historical are forward-looking
within the meaning of the Private Securities Litigation Reform Act of 1995. The
words "estimate", "project", "intend", "expect", "believe" and similar
expressions are intended to identify forward-looking statements. These
forward-looking statements involve known and unknown risks and uncertainties.
Many factors could cause the actual results, performance or achievements of
rStar and Gilat to be materially different from any future results, performance
or achievements that may be expressed or implied by such forward-looking
statements, including, among others, changes in general economic and business
conditions, inability to maintain market acceptance to Gilat's products,
inability to timely develop and introduce new technologies, products and
applications, rapid changes in the market for Gilat's products, loss of market
share and pressure on prices resulting from competition, introduction of
competing products by other companies, inability to manage growth and expansion,
loss of key OEM partners, inability to attract and retain qualified personnel,
inability to protect the Gilat's proprietary technology and risks associated
with its international operations and Gilat's location in Israel For additional
information regarding these and other risks and uncertainties associated with
rStar and Gilat's business, reference is made to rStar's and Gilat's reports
filed from time to time with the Securities and Exchange Commission
FOR FURTHER INFORMATION:
GILAT COMPANY CONTACT:
Tim Perrott
Vice President, Investor Relations
Gilat Satellite Networks
McLean, Virginia
703-848-1515
Tim.Perrott@spacenet.com
GILAT INVESTOR RELATIONS CONTACT:
Ruder Finn, Inc.
Magda Gagliano
212-593-6319
gaglianom@ruderfinn.com
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RSTAR CORPORATION CONTACT:
Juleen Murray
925-543-9239
jmurray@rstar.com
RSTAR INVESTOR RELATIONS CONTACT:
Pondel/Wilkinson Group, Los Angeles (Investor Relations)
Cecilia A. Wilkinson/Julie MacMedan
310-207-9300
investor@pondel.com
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