ENGLEWOOD, Colo., Aug. 9, 2019 /PRNewswire/ -- EchoStar
Corporation (NASDAQ:SATS) ("EchoStar") announced today details for
the anticipated completion of the spin-off and subsequent merger of
its BSS Business, which was announced May
20, 2019. EchoStar has set a record date of August 19, 2019 (the "Record Date") for the
spin-off of that portion of its EchoStar Satellite Services
business that manages, markets and provides (i) broadcast satellite
services primarily to DISH Network Corporation (NASDAQ:DISH)
("DISH"), Dish Mexico, S. de R.L. de C.V. and their respective
subsidiaries and (ii) telemetry, tracking and control services to
satellites owned by DISH and a portion of EchoStar's other
businesses, and certain related assets and operations (the "BSS
Business").
Subject to the satisfaction or waiver of certain closing
conditions, on the distribution date for the spin-off, EchoStar
will distribute to each holder of shares of Class A or Class B
common stock of EchoStar as of the close of business (Eastern time)
on the Record Date a number of shares of common stock ("BSS Common
Stock") of EchoStar BSS Corporation, a wholly-owned subsidiary of
EchoStar that will, after an internal restructuring, own and
operate the BSS Business ("BSS Corporation"), equal to one share of
BSS Common Stock for each share of EchoStar Class A or Class B
common stock then held by each such EchoStar stockholder (the
"Distribution"). As previously announced, immediately following the
Distribution, a subsidiary of DISH will merge with and into BSS
Corporation (the "Merger"), and BSS Corporation will continue as a
wholly-owned subsidiary of DISH. In the Merger, each EchoStar
stockholder as of the close of business (Eastern time) on the
Record Date will receive, for each share of BSS Common Stock, a
number of shares of DISH Class A common stock equal to 22,937,188
divided by the total number of shares of EchoStar Class A and Class
B common stock outstanding as of such time. Based on the number of
shares of EchoStar Class A and Class B common stock outstanding on
August 8, 2019, EchoStar stockholders
would receive approximately 0.24 of a share of DISH Class A common
stock for each share of EchoStar Class A or Class B common stock
held by such EchoStar stockholder as a result of these
transactions. The actual number of shares of DISH Class A common
stock that EchoStar stockholders will receive with respect to each
share of EchoStar Class A and Class B common stock will be
determined based on the number of shares of EchoStar Class A and
Class B common stock outstanding as of the close of business
(Eastern time) on the Record Date. No fractional shares of DISH
Class A common stock will be issued in the Merger, and instead
EchoStar stockholders will receive cash in lieu of any fractional
share.
The Distribution and Merger are currently expected to be
completed no earlier than September 10,
2019, subject to the satisfaction or waiver of certain
closing conditions.
No action is required by EchoStar stockholders to receive their
shares of DISH Class A common stock in the merger. EchoStar
stockholders will not be required to surrender their shares or pay
for any shares of DISH Class A common stock that they receive and
will retain all of their shares of EchoStar common stock and
associated rights.
Investors are encouraged to consult with their financial
advisors regarding the specific implications of selling shares of
their EchoStar Class A common stock or the right to receive shares
of DISH Class A common stock on or before the closing date of the
Merger.
Further Information
Further details of the spin-off of EchoStar's BSS Business and
the merger with DISH may be found in the joint
prospectus/information statement filed by DISH with the Securities
and Exchange Commission ("SEC") on Form S-4. EchoStar stockholders
as of the close of business (Eastern time) on the Record Date will
be sent a joint prospectus/information statement under cover of
Schedule 14C, which will contain the information provided in the
Form S-4. EchoStar stockholders are urged to read the joint
prospectus/information statement and any other relevant documents
when they become available, because they will contain important
information about EchoStar, DISH and the transactions discussed
above. The joint prospectus/information statement and other
documents relating to such transactions (when they become
available) can also be obtained free of charge from the SEC's
website at www.sec.gov.
About EchoStar
EchoStar Corporation (NASDAQ:SATS) is a premier global provider
of satellite communications solutions. Headquartered in
Englewood, Colo., and conducting
business around the globe, EchoStar is a pioneer in secure
communications technologies through its Hughes Network Systems and
EchoStar Satellite Services business segments.
Safe Harbor Statement under the Private Securities Litigation
Reform Act of 1995
This press release may contain statements that are forward
looking, as that term is defined by the Private Securities
Litigation Reform Act of 1995. These forward-looking statements are
based on management's beliefs, as well as assumptions made by, and
information currently available to, management. When used in this
release, the words "believe," "anticipate," "estimate," "expect,"
"intend," "project," "plans," and similar expressions and the use
of future dates are intended to identify forward looking
statements. Although management believes that the expectations
reflected in these forward looking statements are reasonable, it
can give no assurance that these expectations will prove to have
been correct. The forward looking statements may include those
regarding any matter set forth in this document or any of the
exhibits incorporated herein. These forward looking statements
involve risks and uncertainties that could cause actual results to
differ materially from those predicted in any such forward looking
statements. Such factors include, but are not limited to, the
possibility that a transaction will not be completed, failure to
obtain necessary regulatory approvals or to satisfy any of the
other conditions to a potential transaction, adverse effects on the
market price of DISH's common stock, adverse effects on the market
price of EchoStar's common stock and on EchoStar's operating
results for any reason, including, without limitation, because of a
failure to complete a transaction, failure to realize the expected
benefits of a transaction, significant transaction costs and/or
unknown liabilities, any lawsuits filed in connection with a
transaction and general economic and business conditions that
affect EchoStar or DISH following the transaction. You are
cautioned not to place undue reliance on any forward-looking
statements, which speak only as of the date made. These statements
are subject to certain risks, uncertainties, and assumptions. For
additional information on these and other factors that could affect
EchoStar's forward looking statements, see EchoStar's filings with
the SEC, including EchoStar's most recently filed Annual Report on
Form 10-K for the year ended December 31,
2018 and subsequent Quarterly Reports on Form 10-Q and other
documents EchoStar files with the SEC from time to time. The
forward looking statements speak only as of the date made, and
EchoStar expressly disclaims any obligation to update these
forward-looking statements.
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SOURCE EchoStar Corporation