Gilat Satellite Networks Ltd. Is currently contemplating a purchase of all outstanding shares of common stock of rStar Corp. not already owned by Gilat at a price not yet determined but expected to be between $0.60 and $0.70 per share in cash.
Gilat currently owns approximately 85% of the outstanding shares of rStar. It is currently anticipated that the purchase would be made through a tender offer, subject to customary conditions, in accordance with the rules of the Securities and Exchange Commission.
Gilat also stated that, if it holds at least 90 percent of the outstanding rStar shares following completion of the offer, it may effect a “short-form” merger of rStar with a Gilat subsidiary. If such a merger takes place promptly after the offer, the consideration given to stockholders in the merger would be the same as the consideration received by tendering stockholders in the offer.
Gilat could determine not to proceed with the offer if in its sole judgment changes in economic, business or market conditions make the offer unadvisable to Gilat.
The tender offer for the outstanding rStar common stock described in this press release has not yet commenced. This announcement is neither an offer to purchase shares nor a solicitation of an offer to sell securities, or any recommendation with respect to the tender offer.
At the time the offer is commenced, if at all, Gilat will file a Tender Offer Statement and rStar will file a Solicitation/Recommendation Statement with the U.S. Securities and Exchange Commission. We advise all security holders to read any such tender offer statement if and when it is available, because it will contain important information. If and when they are available, shareholders can get the tender offer statement and other filed documents for free at the Securities and Exchange Commission’s website (www.sec.gov) or from Gilat.
Gilat Satellite Networks Ltd., with its global subsidiaries Spacenet Inc., Gilat Latin America and rStar Corporation (RSTRC), is a leading provider of telecommunications solutions based on Very Small Aperture Terminal (VSAT) satellite network technology — with more than 400,000 VSATs shipped worldwide.
