Telesat Canada announced today that it has entered into an
agreement with Loral Space & Communications Inc. (NASDAQ: LORL)
(Loral) and Public Sector Pension Investment Board (PSP
Investments) pursuant to which Telesat Canada and Loral will become
subsidiaries of Telesat Corporation (Telesat), a new publicly
traded Canadian incorporated and controlled company. The
shares of Telesat will be listed on the Nasdaq Global Select Market
at the closing of the transaction, the market on which Loral is
currently listed, and Telesat is also considering a listing on a
Canadian stock exchange in connection with the closing of the
transaction in 2021. Telesat Corporation will be headquartered in
Ottawa and led by Telesat Canada’s Chief Executive Officer Daniel
S. Goldberg. Telesat’s voting and governance provisions will ensure
that the company is and remains Canadian-controlled.
This transaction allows public market investors, including
Loral’s stockholders, to own Telesat directly, and, moreover,
provides Telesat access to the public equity markets to support its
compelling growth initiatives, including its revolutionary, highly
advanced low Earth orbit (LEO) satellite constellation. Telesat’s
state-of-the-art LEO network will enable affordable, reliable,
high-speed broadband connectivity everywhere on Earth, positioning
Telesat to be a leader in this high growth industry.
“Today’s announcement rationalizes our corporate structure and
is another important step in our efforts to execute our exciting
growth strategy, deliver the most competitive and innovative
services to our customers, and create value for our shareholders
and other key stakeholders,” said Dan Goldberg, Telesat’s President
and CEO. “Following the closing of the transaction, Telesat will
have access to the public equity markets, providing increased
flexibility and optionality to support our promising investment
opportunities, including Telesat LEO, which will bridge the digital
divide both at home in Canada and around the world, and give our
customers the competitive advantage they need to be successful. We
look forward to engaging with our expanded shareholder base as we
implement our growth plans with a focus on generating strong equity
returns.”
The transaction is expected to close in the second or third
quarter of 2021, subject to the receipt of required regulatory
approvals, the approval of Loral’s stockholders (including a
majority of Loral’s stockholders not affiliated with MHR Fund
Management, PSP Investments or other transaction participants) and
other customary conditions.
Additional information with respect to the transaction will be
available in filings made with the U.S. Securities and Exchange
Commission by Telesat Canada and Loral. Loral stockholders
can obtain that information at www.sec.gov.
In connection with the transaction, Wachtell, Lipton, Rosen
& Katz and Stikeman Elliott LLP acted as legal counsel to
Telesat, and Goldman Sachs & Co. LLC and BMO Capital Markets
acted as financial advisors to Telesat.
About Telesat
Backed by a legacy of engineering excellence, reliability and
industry-leading customer service, Telesat has grown to be one of
the largest and most successful global satellite operators. Telesat
works collaboratively with its customers to deliver critical
connectivity solutions that tackle the world’s most complex
communications challenges, providing powerful advantages that
improve their operations and drive growth. Telesat LEO, our Low
Earth Orbit network, will revolutionize global broadband
connectivity by delivering a combination of high capacity,
security, resiliency and affordability with ultra-low latency and
fiber-like speeds.
Privately held and headquartered in Ottawa, Canada with offices
and facilities around the world, Telesat’s principal shareholders
are Canada’s Public Sector Pension Investment Board and Loral Space
& Communications Inc. (NASDAQ: LORL). For more information,
visit https://www.telesat.com.
Media contact:
KWT Global for Telesattelesat@kwtglobal.com
Investor Relations:
Michael Bolithoir@telesat.com
Cautionary Statement Regarding Forward-Looking
Information
This new release contains statements that are not based on
historical fact and are “forward-looking statements’’ within the
meaning of the Private Securities Litigation Reform Act of
1995. When used herein, statements which are not historical
in nature, or which contain the words “will,” “expected,” “plans,”
“considering,” or similar expressions, are forward-looking
statements. Actual results may differ materially from the
expectations expressed or implied in the forward-looking statements
as a result of known and unknown risks and uncertainties.
These forward-looking statements are based on Telesat’s current
expectations and are subject to a number of risks, uncertainties
and assumptions. These statements are not guarantees of
future performance and are subject to risks, uncertainties and
other factors, some of which are beyond Telesat’s control, are
difficult to predict, and could cause actual results to differ
materially from those expressed or forecasted in the
forward-looking statements. Known risks and uncertainties
include but are not limited to: risks associated with operating
satellites and providing satellite services, including satellite
construction or launch delays, launch failures, in-orbit failures
or impaired satellite performance; the impact of COVID-19 on
Telesat’s business and the economic environment; the ability to
deploy successfully an advanced global Low Earth Orbit (“LEO”)
satellite constellation, and the timing of any such deployment; the
availability of government and/or other funding for the LEO
satellite constellation; the receipt of proceeds in relation to the
re-allocation of C-band spectrum; volatility in exchange rates; the
ability to expand Telesat’s existing satellite utilization; risks
associated with domestic and foreign government regulation; the
ability to obtain regulatory approvals and Loral’s ability to
obtain the stockholder approval required to consummate the
transaction and the timing of such approvals and the closing of the
transaction, including the risk that the conditions to the
transaction are not satisfied on a timely basis or at all; the
ability to complete the transaction on the expected terms and
timing or at all; the outcome of any legal proceedings that may be
instituted against Telesat, the other parties and others related to
the transaction; unanticipated difficulties or expenditures
relating to the transaction; the risk that expected benefits and
growth prospects of the transaction may not be achieved in a timely
manner or at all; the risk that disruption from the transaction may
adversely affect Telesat’s business and its relationships with
customers, suppliers or employees; and risks relating to the value
of the shares of Telesat Corporation and limited partnership units
of Telesat Partnership to be issued in connection with the
transaction. The foregoing list of important factors is not
exhaustive.
Telesat believes these forward-looking statements are
reasonable; however, you should not place undue reliance on any
forward-looking statements, which are based on current
expectations. Furthermore, forward-looking statements speak
only as of the date they are made. Additional risks are
detailed in Telesat’s Annual Report on Form 20-F for the fiscal
year ended December 31, 2019, filed with the U.S. Securities and
Exchange Commission (the “SEC”) on February 27, 2020, including,
without limitation, those described under “Risk factors,” as
updated by any Current Reports on Form 6-K and future filings with
the SEC. Except as may be required by applicable law, Telesat
does not undertake any obligation to update or revise these
forward-looking statements to reflect future events or
circumstances.
Important Additional Information and Where to Find
It
In connection with the transaction, Telesat Corporation and
Telesat Partnership will file with the SEC a registration statement
on Form F-4 that will contain a prospectus relating to the issuance
of the shares of Telesat Corporation and limited partnership units
of Telesat Partnership in connection with the transaction.
The registration statement will also include a proxy statement of
Loral which will be sent to the stockholders of Loral in connection
with the transaction. Telesat Corporation and Telesat
Partnership will also file a Canadian prospectus with the requisite
Canadian securities authorities in connection with the
transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ
THE REGISTRATION STATEMENT ON FORM F-4 AND THE RELATED PROXY
STATEMENT/PROSPECTUS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO
THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH
THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, WHEN THEY
BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT TELESAT, TELESAT CORPORATION, TELESAT PARTNERSHIP, LORAL AND
THE PROPOSED TRANSACTION.
Investors and security holders may obtain copies of these
documents when they become available free of charge through the
website maintained by the SEC at www.sec.gov and, for those
documents filed with Canadian securities regulations, at the System
for Electronic Document Analysis and Retrieval (SEDAR) at
www.sedar.com, or from Telesat at its website,
https://www.telesat.com/investor-relations/ or from Loral at its
website, www.loral.com, under the heading Investors.
Documents filed with the SEC by Telesat will be available free of
charge by accessing Telesat’s website at www.telesat.com, under the
heading Investors, or, alternatively, by directing a request by
telephone or mail to Telesat at Investor Relations, 160 Elgin
Street, Suite 2100, Ottawa, Ontario, Canada K2P 2P7, and documents
filed with the SEC by Loral will be available free of charge by
accessing Loral’s website at www.loral.com under the heading
Investors or, alternatively, by directing a request by telephone or
mail to Loral at Investor Relations, Loral Space &
Communications Inc., 600 Fifth Avenue, New York, New York
10020.
This news release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S.
Securities Act of 1933, as amended.
Participants in the Solicitation
Telesat and Loral and certain of their respective
directors and executive officers and other members of management
and employees may be deemed to be participants in the solicitation
of proxies from the stockholders of Loral in respect of the
proposed transaction under the rules of the SEC. Information
about Loral’s directors and executive officers is available in
Loral’s Annual Report on Form 10-K, as filed with the SEC on March
12, 2020, as amended on March 26, 2020 and certain of its Current
Reports on Form 8-K. Information about Telesat’s directors
and executive officers is available in Telesat’s Annual Report on
Form 20-F, filed with the SEC on February 27, 2020. Other
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in the proxy
statement/prospectus and other relevant materials to be filed with
the SEC regarding the transaction when they become available.
Investors should read the proxy statement/prospectus carefully when
it becomes available before making any voting or investment
decisions. You may obtain free copies of these documents from
Loral or Telesat using the sources indicated above.
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