Highland Capital Wins ISS Support; ISS Recommends Stockholders Vote Highland's GOLD Proxy Card; Highland Capital Urges Stockholders to Replace Motient Board and Vote 'FOR' Its Director Nominees And Proposals.DALLAS -- Highland Capital Management, L.P. today issued the following statement regarding Institutional Shareholder Services' ("ISS ISS See Institutional Shareholder Services (ISS). ") recommendation to stockholders of Motient Corporation (PINK SHEETS:MNCP) in connection with Motient's Annual Meeting of Stockholders on July 12, 2006. ISS recommends Motient stockholders 'DO NOT VOTE' management's white proxy card A proxy card is an easily-acquired or home-made substitute for a collectible card. A proxy is used when a collectible card game player does not own a card, and it would be impractical for such purposes to acquire the card. and vote Highland's GOLD proxy card in favor of Highland nominees, Mr. Niles K. Chura and Mr. Charles Maynard, and against Motient's 2006 Equity Incentive Plan. In its analysis, ISS noted that, "...we feel that Motient has had corporate governance Corporate Governance The relationship between all the stakeholders in a company. This includes the shareholders, directors, and management of a company, as defined by the corporate charter, bylaws, formal policy, and rule of law. issues as indicated by selective stock repurchases Stock repurchase A firm's repurchase of outstanding shares of its common stock. , granting of options at below market price to board members, and related party transactions. Furthermore, we feel that management's claim of the Exchange Transaction being 'economically neutral' for shareholders is based on undisclosed valuation assumptions, and hence difficult to verify. We believe that the company would benefit from greater oversight by outside and independent directors who have a vested stake in the firm." Highland stated, "We are extremely pleased and gratified grat·i·fy tr.v. grat·i·fied, grat·i·fy·ing, grat·i·fies 1. To please or satisfy: His achievement gratified his father. See Synonyms at please. 2. that ISS, a highly respected independent advisor, has recognized the serious corporate governance issues and questionable practices occurring at Motient. The recommendation from ISS is consistent with our determination that Motient's current Board of Directors is not acting in stockholders' best interests. "We are encouraged by ISS' support and we agree with the concerns it notes regarding Motient's questionable corporate governance practices, lack of evidence for valuation basis and transparency regarding the SkyTerra transaction, and Motient's equity incentive plan, which it deemed too costly to stockholders. However, we believe that in order to fully correct the problems at Motient, and realize the significant potential for stockholder value generation, stockholders must replace the entire Board. "We continue to believe that Motient's proposed deal with SkyTerra is structurally and financially flawed, raises serious governance concerns, and delivers near-term economic harm with no 'clear path' to maximizing value for stockholders. We urge our fellow stockholders to be careful not to evaluate the transaction based on a limited view of the potential of TerreStar and misinformation mis·in·form tr.v. mis·in·formed, mis·in·form·ing, mis·in·forms To provide with incorrect information. mis regarding the regulatory framework governing spectrum holdings. We also think Motient management should explain why it appears that the implied valuations of MSV mSv Millisievert (measure of radiation dose) MSV Medical Society of Virginia MSV Maize Streak Virus MSV Mobile Satellite Ventures LP (Reston, Virginia) MSV Men Stopping Violence in both the sale of MSV and the previous failed roll-up transaction of last Fall appear to benefit SkyTerra and its majority holder, Apollo Advisors, at our expense, as described in our 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. . "Furthermore, we believe the sale to SkyTerra will permanently limit the upside Upside The potential dollar amount by which the market or a stock could rise. Notes: This is basically an educated guess on how high a stock could go in the near future. See also: Bull, Downside of Motient stock given the resulting likelihood of incremental Additional or increased growth, bulk, quantity, number, or value; enlarged. Incremental cost is additional or increased cost of an item or service apart from its actual cost. dilution. We expect Motient will be forced to raise capital by conducting an extremely dilutive equity offering in order to pay the estimated corporate taxes of $50 - $80 million related to the SkyTerra transaction and to fund operations at TerreStar. A private equity raise at a time when Motient's stock is down 23% from the date the SkyTerra transaction was announced will give SkyTerra/Apollo an opportunity to purchase additional equity in Motient and concentrate its ownership of TerreStar at a discount. Motient also may have to sell the SkyTerra stock it will receive in the transaction, which would provide an additional opportunity for SkyTerra/Apollo to further concentrate its ownership of MSV by purchasing this SkyTerra stock. "We believe the Motient Board will continue to perpetuate per·pet·u·ate tr.v. per·pet·u·at·ed, per·pet·u·at·ing, per·pet·u·ates 1. To cause to continue indefinitely; make perpetual. 2. poor results and improprieties, and as such, we urge stockholders to support our slate of eight independent, highly-experienced and well-respected nominees who each have a track record of excellence in their respective fields. We are convinced, based on the past actions and conflicts of the Motient Board and management, that Motient investors will likely never realize the potential value of their investments unless the current Motient Board is removed. Finally, we are uncertain why it is in investors' best interest to turn Motient's assets over to SkyTerra/Apollo when stockholders now have the option to improve the management of Motient's assets by replacing the Motient Board." Highland noted the following facts, which it believes show serious corporate governance failures and poor performance on the part of Motient's Board and management: --Motient's stock price has declined more than 50% since February 9, 2005, when Motient monetized Raj raj also Raj n. Dominion or rule, especially the British rule over India (1757-1947). [Hindi r Singh's interest in MSV by exchanging his interest in MSV for more than 8 million shares of Motient common stock at a time when Motient's stock was trading near its all-time post-bankruptcy high. --In the past two years, Motient has operated without any officer having the title of CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. or CFO See Chief Financial Officer. and has made no mention of a need to fill these positions. --While facing a hotly contested Board election, the Motient Board and management entered an agreement to sell a substantial portion of Motient's assets without seeking stockholder approval. --The Board-approved proposed transaction with SkyTerra requires Motient to pay as much as $80 million in corporate taxes and hands 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 (despite the fact that under the terms of the agreement with SkyTerra, Motient stockholders would have a majority ownership in SkyTerra). --Motient's management has described itself as having "limited experience in running a satellite communications business." Highland believes its nominees to the Motient Board of Directors 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. Highland's nominees are committed to finding the right strategic alternatives for Motient as quickly as possible and are dedicated to protecting and maximizing stockholder value. If elected, Highland's nominees intend to aggressively explore all courses of action to realize Motient's potential short-term and long-term value for all stockholders, hire independent and reputable financial advisers, and initiate a search for a Chief Executive Officer and Chief Financial Officer. With a new board and management team guided by principles of good corporate governance, Highland believes the value of Motient would increase greatly. Under this scenario, we would expect Highland to again be a buyer of Motient stock. Highland strongly encourages Motient stockholders to sign date and return the GOLD proxy card. If stockholders have previously signed a white proxy card, they may revoke To annul or make void by recalling or taking back; to cancel, rescind, repeal, or reverse. revoke v. to annul or cancel an act, particularly a statement, document, or promise, as if it no longer existed. that vote by immediately signing, dating and mailing the GOLD proxy card previously sent to them. Stockholders who have questions about Highland's 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 , or need assistance in voting their GOLD proxy card, should call Highland's proxy solicitors Proxy Solicitor A specialist (firm) hired to gather proxy votes. , MacKenzie Partners, Inc., Toll-Free at 800-322-2885 or 212-929-5500 (call collect). Additional information about Highland's effort to replace Motient's current Board of Directors is available at www.ABetterMotient.com. 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, 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. HIGHLAND STRONGLY ADVISES ALL SECURITY HOLDERS OF MOTIENT TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION 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 WEBSITE AT HTTP://WWW.ABETTERMOTIENT.COM OR BY CONTACTING HIGHLAND'S SOLICITOR, MACKENZIE PARTNERS, INC., AT ITS TOLL-FREE NUMBER: 800-322-2885, OR BY COLLECT CALL AT 212-929-5500. |
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