Motient Announces Closing of Transaction to Consolidate Ownership of TerreStar Networks and Mobile Satellite Ventures.LINCOLNSHIRE, Ill. -- Motient Corporation (MNCP) announced today the close of the transactions that will consolidate the ownership and control of TerreStar Networks TerreStar Networks is a Reston, VA-based company that operates integrated satellite and terrestrial telecommunications systems. It is a subsidiary of TerreStar Corporation. Inc. under Motient, and will consolidate the ownership and control of Mobile Satellite Ventures Mobile Satellite Ventures (MSV) is a Reston, VA company that develops telecommunications systems that integrate satellite and terrestrial radio communication technologies into one system. LP (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 ) and its corporate general partner under SkyTerra. Pursuant to the agreements governing these transactions, originally signed May 6, 2006, Motient issued 4.1 million shares of its common stock in exchange for 2.3 million shares of TerreStar common stock, and exchanged 10.3 million MSV LP units for 29.1 million shares of SkyTerra common stock. As a result, Motient now owns 61% of TerreStar, and 45% of SkyTerra and 17% of MSV, each on a fully diluted di·lute tr.v. di·lut·ed, di·lut·ing, di·lutes 1. To make thinner or less concentrated by adding a liquid such as water. 2. To lessen the force, strength, purity, or brilliance of, especially by admixture. basis. Motient's ownership of TerreStar could increase to as much as 100%, assuming other TerreStar stock and option holders exercise their tag-along rights Tag-Along Rights A contractual obligation used to protect a minority shareholder (usually in a venture capital deal). Basically, if a majority shareholder sells their stake, then the minority shareholder has the right to join the transaction and sell their minority stake in the . As previously announced, Motient intends to dividend approximately 25.5 million shares of SkyTerra common stock to Motient stockholders and reserve the remaining shares of SkyTerra to sell in satisfaction of tax liabilities or to raise proceeds for general corporate purposes. Raymond Steele, Motient's Chairman, said, "In pursuing this transaction, our primary objective has been to create a clear path to value for our stockholders. The separation of MSV and TerreStar into two independent publicly traded entities will provide each company and our stockholders with the best path to unlock the current and future value of both businesses." "As a result of this transaction, TerreStar will be better positioned to pursue the deployment of its integrated satellite and terrestrial based communications networks The transmission channels interconnecting all client and server stations as well as all supporting hardware and software. , raise financing, and engage in partnerships, or other arrangements, with potential strategic partners," said Robert Brumley, Chief Executive Officer and President of TerreStar. About Motient Corporation: Motient is the controlling shareholder of TerreStar Networks Inc., a development-phase satellite communications company Communications Company is a communications unit of the United States Marine Corps. They are part of Combat Logistics Regiment 37 , 3rd Marine Logistics Group (3MLG) and III Marine Expeditionary Force (III MEF). The unit is based out of the Marine Corps Base Camp Smedley D. , and a minority shareholder of Mobile Satellite Ventures LP, an established satellite communications company. TerreStar plans to build, own and operate North America's first next-generation integrated mobile satellite and land-based tower communications network, that will provide ubiquitous wireless coverage to North America North America, third largest continent (1990 est. pop. 365,000,000), c.9,400,000 sq mi (24,346,000 sq km), the northern of the two continents of the Western Hemisphere. over conventional wireless devices. For additional information on Motient, please visit the company's website at www.motient.com. About Terrestar Networks TerreStar plans to build, own and operate North America's first next-generation integrated mobile satellite and terrestrial communications network that will provide universal access and tailored applications throughout North America over conventional wireless devices. With a first-to-market launch strategy in 2008, TerreStar expects to be the first to offer customer-designed products and applications over a fully optimized IP-enabled network. For more information, visit TerreStar Networks on the web at www.terrestarnetworks.com. Statement under 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 : This press release may contain forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. within the meaning of the Private Securities Litigation Reform Act, with respect to the strategy of Motient, its plans, and the transactions described in this press release. Such statements generally include words such as could, can, anticipate, believe, expect, seek, pursue, proposed, potential and similar words and terms in connection with futures results, including the transactions described in this press release. We assume no obligation to update or supplement such forward-looking statements. |
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