Highland Capital Urges Motient Corporation Stockholders to Vote for Its Highly Regarded and Experienced Nominees; Criticizes Motient's Board and Management as Poor Managers and Weak Negotiators.DALLAS Dallas, city (1990 pop. 1,006,877), seat of Dallas co., N Tex., on the Trinity River near the junction of its three forks; inc. 1871. The second largest Texas city, after Houston, and the eighth largest U.S. -- Highland Highland. 1 City (1990 pop. 34,439), San Bernardino co., SE Calif., in a citrus-grove area at the foot of the San Bernardino Mts. It has citrus-packing plants and some light industry. Capital Management, L.P. announced today that it is mailing the following letter to Motient Corporation (PINK: MNCP) stockholders urging stockholders to elect Highland's eight highly regarded and experienced nominees for Motient's Board of Directors at Motient's Annual Meeting of Stockholders on July July: see month. 12, 2006. In the letter, Highland also criticizes Motient's Board and management as poor managers and weak negotiators, and explains why it believes Motient's slate will not maximize In a graphical environment, to enlarge a window to the full size of the screen. See Win Maximize windows. value for stockholders. The letter also identifies several reasons why Highland strongly opposes Motient's proposed transaction with SkyTerra Communications, Inc. (OTCBB OTCBB See OTC Bulletin Board (OTCBB). : SKYT). The text of the letter follows:
July 6, 2006
Dear Fellow Motient Stockholder:
We are writing to ask for your support at Motient's upcoming
Annual Meeting of Stockholders on July 12, 2006 to replace Motient's
Board with our eight independent and principled nominees - individuals
who will represent the interests of Motient stockholders first and
foremost.
WE BELIEVE MOTIENT'S BOARD AND MANAGEMENT HAVE FAILED TO MAXIMIZE
VALUE AND WILL CONTINUE TO DO SO
As of the Friday, June 30, 2006 market close:
-- Motient's stock price has declined more than 50% since
February 9, 2005, when Motient monetized Raj Singh's interest
in MSV by exchanging his interest in MSV for more than 8
million shares of Motient. At the time, Motient's stock was
trading at $29.20.
-- Interestingly, two days later Motient's stock hit its all-time
high since emerging from bankruptcy. Mr. Singh has been
selling millions of shares since then.
-- Seven months later, on September 22, 2005, Motient announced
its failed roll-up transaction.
-- Eight months after that, on May 8, 2006, Motient announced its
proposed transaction with SkyTerra. Motient's stock price has
dropped nearly 23% since the proposed SkyTerra deal was
announced.
VOTE THE GOLD PROXY CARD FOR BOARD MEMBERS WHO WILL WORK TO
MAXIMIZE VALUE FOR STOCKHOLDERS
WE BELIEVE MOTIENT'S BOARD AND MANAGEMENT HAVE PROVEN THEMSELVES
TO BE BAD MANAGERS AND WEAK NEGOTIATORS
-- Do you think it shows good business judgment for the Motient
Board and management to sell a substantial portion of
Motient's assets without a stockholder vote while facing a
hotly contested Board election?
-- Why should Motient shell out up to $80 million in corporate
taxes and hand control of MSV to SkyTerra without any apparent
control premium, in exchange for ownership of non-voting
shares in a lightly traded stock and only minimal SkyTerra
Board representation? How does Motient expect to pay these
taxes? And why isn't Motient receiving SkyTerra Board
representation commensurate with its majority ownership in
SkyTerra?
-- Why do Motient's Board and management insist that the only way
to structure this deal was for it to be taxable to Motient,
when several months ago they proposed a tax-free
reorganization to acquire certain outside interests in MSV and
TerreStar from SkyTerra?
-- Why haven't the Motient Board and management provided
stockholders with sufficient information to conduct basic
cost-benefit analyses about the SkyTerra transaction?
-- Why are the Motient Board and management apparently using a
lower valuation for MSV today, when they used a higher
valuation for MSV when they proposed to buy MSV shares from
SkyTerra in September 2005, as discussed in our definitive
proxy statement? Does it make sense to buy high and sell low?
-- Why do the actions of Motient's Board and management seem to
favor SkyTerra over Motient's own stockholders?
-- Do you think it shows good business management and oversight
by Motient's management and Board to sell Motient's lone
operating business for only $1 and assumed liabilities? Why
was management unable to generate a profit from this business?
-- How can one consider the Motient Board and management credible
when they call their results over the past four years
"stellar," results that include:
-- declining year-over-year revenues;
-- an increase of more than 130% in SG&A expenses since 2003;
and
-- a net loss of $158.4 million for the year ended December
31, 2005 on revenues of $13.8 million.
-- If the proposed SkyTerra deal cannot be stopped, can you have
confidence that the Motient Board and management will
negotiate a future deal for TerreStar that maximizes value for
Motient stockholders?
HIGHLAND'S INTERESTS ARE ALIGNED WITH FELLOW STOCKHOLDERS:
MAXIMIZING OUR INVESTMENT
As one of Motient's largest stockholders, Highland's interests are
aligned with yours. Our sole interest is in maximizing our investment;
and our independent, experienced nominees are committed to serving all
stockholders equally and delivering maximum value as quickly as
possible.
OUR WELL-RESPECTED DIRECTORS CAN OPEN DOORS TO VALUE
Our nominees understand the potential future value of Motient's
assets and have the experience and expertise necessary to realize that
value for stockholders. They are leaders in their fields, and include
senior executives with over 115 years of operating experience in the
satellite, wireless, telecom and cable industries, plus individuals
with deep expertise in finance, valuation analysis and corporate
governance.
Our nominees know Motient's markets and potential partners, and
understand what is necessary to lead the company forward. They are
prepared to hit the ground running, committed to finding the right
strategic alternatives for Motient as quickly as possible and
dedicated to protecting and maximizing your investment.
Motient stockholders do not deserve to be misled and have their
investment mismanaged by what we believe to be an ineffective and
conflicted Board and management. We urge you to protect your
investment and replace the Motient Board with our eight
highly-qualified and well-respected nominees who are committed to
preserving stockholder value and acting in the best interests of
Motient's stockholders, not themselves or outsiders like SkyTerra.
To maximize the value of your investment, we urge you to vote FOR
our nominees and proposals by signing, dating and returning the
enclosed GOLD proxy card. If you have previously signed a white proxy
card, you can automatically revoke it by signing, dating and returning
the enclosed GOLD proxy card in the accompanying envelope.
PROTECT YOUR INVESTMENT: SIGN, DATE AND RETURN THE ENCLOSED GOLD
PROXY CARD TODAY
If you have any questions about our solicitation, or need
assistance in voting your GOLD proxy card, please call our proxy
solicitors, MacKenzie Partners, Inc., Toll-Free at (800) 322-2885 or
(212) 929-5500 (call collect). Please see www.ABetterMotient.com for
additional information.
Thank you for your careful consideration.
Sincerely,
/s/ James D. Dondero /s/ Niles K. Chura
President of the General Partner Portfolio Manager
Highland Capital Management, L.P. Highland Capital Management, L.P.
About Highland Capital Management, L.P. Based in Dallas, with offices in New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of and London London, city, Canada London, city (1991 pop. 303,165), SE Ont., Canada, on the Thames River. The site was chosen in 1792 by Governor Simcoe to be the capital of Upper Canada, but York was made capital instead. London was settled in 1826. , Highland Capital Management, L.P. is an SEC-registered investment adviser specializing in credit and alternative investment investing. Highland Capital currently manages over $25 billion in leveraged loans, high yield bonds, structured products and other assets other assets Assets of relatively small value. For financial reporting purposes, firms frequently combine small assets into a single category rather than listing each item separately. for banks, insurance companies, pension plans, foundations, and high net worth individuals. IMPORTANT INFORMATION HIGHLAND STRONGLY ADVISES ALL SECURITY HOLDERS OF MOTIENT TO READ THE DEFINITIVE PROXY STATEMENT Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. AND OTHER DOCUMENTS RELATED TO THE SOLICITATION solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual OF PROXIES BY HIGHLAND AND THE OTHER PARTICIPANTS IN THE SOLICITATION FOR USE AT MOTIENT'S ANNUAL MEETING SCHEDULED TO BE HELD ON JULY 12, 2006. SUCH DEFINITIVE PROXY STATEMENT IS AVAILABLE FOR FREE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT HTTP HTTP in full HyperText Transfer Protocol Standard application-level protocol used for exchanging files on the World Wide Web. HTTP runs on top of the TCP/IP protocol. ://WWW.SEC.GOV, AT HIGHLAND'S PROXY See proxy server. (networking) proxy - A process that accepts requests for some service and passes them on to the real server. A proxy may run on dedicated hardware or may be purely software. WEBSITE AT HTTP://WWW.ABETTERMOTIENT.COM (1) (Computer Output Microfilm) Creating microfilm or microfiche from the computer. A COM machine receives print-image output from the computer either online or via tape or disk and creates a film image of each page. OR BY CONTACTING HIGHLAND'S SOLICITOR solicitor, in English law, person duly admitted to practice before the supreme court of judicature. He is the agent of the person whose suit he handles, and is distinguished from a barrister, who argues cases before the judge (see attorney). , MACKENZIE Mackenzie, river, c.1,120 mi (1,800 km) long, issuing from Great Slave Lake, Northwest Territories, Canada, and flowing generally NW to the Arctic Ocean through a great delta. Between Great Slave Lake and Lake Athabasca it is known as the Slave River. PARTNERS, INC., AT ITS TOLL-FREE NUMBER: (800) 322-2885, OR BY COLLECT CALL AT (212) 929-5500. |
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