Company Receives Notification from Gilat Satellite Networks Ltd. of Its Intention to Acquire All Shares of rStar Corporation that It Does Not Already Own.Business Editors/High-Tech Writers SUNRISE, Fla.--(BUSINESS WIRE)--Dec. 4, 2003 rStar Corporation (Nasdaq-SCM:RSTRC), a leading provider of satellite based communications technology Noun 1. communications technology - the activity of designing and constructing and maintaining communication systems engineering, technology - the practical application of science to commerce or industry and services in Latin America Latin America, the Spanish-speaking, Portuguese-speaking, and French-speaking countries (except Canada) of North America, South America, Central America, and the West Indies. , announced today that Gilat Satellite Network, Ltd. (Nasdaq:GILTF) has notified the Company of its intention to acquire all of the shares of common stock of rStar Corporation not already owned by Gilat for $0.60 per share in cash. The acquisition, which is expected to be effected by way of a "short-form" merger of rStar with another Gilat subsidiary, is subject to Gilat holding at least 90 percent of the outstanding rStar shares and to the filing and clearance of a required Schedule 13E-3 with the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. Securities and Exchange Commission, as well as other customary conditions. Gilat currently owns approximately 84.9% of rStar's outstanding shares (on a non fully diluted basis). Gilat has stated that in order to be in a position to hold at least 90% of rStar's outstanding shares, it has entered into an agreement with certain rStar stockholders to acquire an additional 9.3% of rStar shares (on a non fully diluted basis) for $0.60 per share in cash. Pursuant to the terms of the purchase agreement with those stockholders, Gilat would be required to complete the short-form merger to acquire the shares held by all other rStar stockholders promptly following such purchase. Like the consummation of the short-form merger, that purchase is also subject to Gilat filing and obtaining clearance of its Schedule 13E-3 with the SEC, as well as other customary conditions. Gilat had announced on September 18, 2003 that it was contemplating acquiring all of the outstanding shares of rStar it did not own at the time through a tender offer, followed by a short form merger. As a result of the agreement to acquire an additional 9.3% of rStar shares, Gilat will no longer be required to undertake a tender offer for rStar shares. About rStar Corporation Founded in 1997, rStar Corporation (Nasdaq-SCM:RSTRC) is a leading provider of satellite-based communications services in Latin America. Through its Starband Latin America (Holland) N.V. subsidiary, operates satellite-based rural telephony networks as well as high-speed consumer Internet access See how to access the Internet. pilot networks for the SOHO Soho (sōhō`, sə–), district of Westminster, London, England, known for its continental restaurants. Once a fashionable quarter, it became popular among writers and artists in the 19th cent. and select consumer market segments in certain Latin American countries List of American countries Nations:
Certain statements made herein that are not historical are forward looking within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and 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 actual results, performance or achievements of rStar 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 of rStar's services, inability to timely develop and introduce new technologies, services and pressure on prices resulting from competition, introduction of competing products by other companies, inability to manage growth and expansion, loss of key OEM (Original Equipment Manufacturer) The rebranding of equipment and selling it. The term initially referred to the company that made the products (the "original" manufacturer), but eventually became widely used to refer to the organization that buys the products and partners, inability to attract and retain qualified personnel, inability to protect the Company's proprietary technology and risks associated with rStar's international operations Internal Operations (I.O., IO or I/O) is a fictional American Intelligence Agency in Wildstorm comics. It was originally called International Operations. I.O. first appeared in WildC.A.T.S. volume 1 #1 (August, 1992) and was created by Brandon Choi and Jim Lee. . For additional information regarding these and other risks and uncertainties associated with rStar's business, reference is made to rStar's reports filed from time to time with the Securities and Exchange Commission. |
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