Agreement ensures combination of Viasat and Inmarsat will be
a strong contributor to the UK National Space Strategy
CARLSBAD, Calif. and
LONDON, March 21, 2022 /PRNewswire/ -- Viasat and
Inmarsat, the US and UK satellite communications groups, have
agreed on a package of legally-binding economic undertakings with
the UK Government's Department for Business, Energy and Industrial
Strategy (BEIS) as part of the proposed combination of the two
companies. BEIS welcomed the constructive discussions that have
taken place with both companies on their future plans. The
transaction remains subject to the regulatory processes of the
UK.
"We are fully committed to ensuring that our combination with
Inmarsat supports the UK's National Space Strategy with additional
investment and job creation," said Rick
Baldridge, president and CEO of Viasat. "I am confident
that together we can build upon the UK's space agenda and help
propel the country to the forefront of the global space race. I
want to thank the UK Government for their engagement and look
forward to a productive relationship for decades to come."
Rajeev Suri, Inmarsat CEO, added:
"With this agreement, the combination of Inmarsat and Viasat will
result in more highly-skilled jobs and R&D investment in the UK
than Inmarsat could achieve on a standalone basis. This milestone
is a great step for the UK and while they certainly have challenged
us to put our best foot forward, I am delighted they have accepted
our economic Deed of Undertakings.
The Deed provided to the UK Government includes undertakings
ranging from three to five years in duration to:
- Expand the number of highly skilled jobs in key areas,
including the design and development of satellites, ground stations
and other advanced technologies;
- Increase overall R&D spending in the country by 30% and
create a UK R&D Centre of Excellence;
- Maintain core satellite, network and cybersecurity operational
capabilities in the UK;
- Ensure continued ownership of Inmarsat's current satellite
fleet by a UK company;
- Leverage the UK supply chain, particularly for delivery of
national critical infrastructure;
- Preserve the use of the Inmarsat brand with a focus on the
maritime segment;
- Create a UK Board of Directors with approval authority over key
strategic decisions for Inmarsat Group entities; and
- Establish the global international business headquarters of the
combined company in London.
Viasat will also continue with its previously announced plan to
invest £300 million in the UK over a 10-15 year period, with a
minimum of £75 million within five years after the closing of the
transaction.
About Inmarsat
Inmarsat is a world leader in global,
mobile satellite communications. It owns and operates the world's
most diverse global portfolio of mobile telecommunications
satellite networks, and holds a multi-layered, global spectrum
portfolio, covering L-band, Ka-band and S-band, enabling
unparalleled breadth and diversity in the solutions it provides.
Inmarsat's long-established global distribution network includes
not only the world's leading channel partners but also its own
strong direct retail capabilities, enabling end to end customer
service assurance.
Inmarsat has an unrivalled track record of operating the world's
most reliable global mobile satellite telecommunications networks,
sustaining business and mission critical safety and operational
applications for more than 40 years. It is also a major driving
force behind technological innovation in mobile satellite
communications, sustaining its leadership through a substantial
investment and a powerful network of technology and manufacturing
partners.
Inmarsat operates across a diversified portfolio of sectors with
the financial resources to fund its business strategy and holds
leading positions in the Maritime, Government, Aviation and
Enterprise satcoms sectors, operating consistently as a trusted,
responsive and high-quality partner to its customers across the
globe. For further information, follow
us: Twitter | LinkedIn | Facebook | YouTube | Instagram.
About Viasat
Viasat is a global communications company
that believes everyone and everything in the world can be
connected. For more than 35 years, Viasat has helped shape how
consumers, businesses, governments and militaries around the world
communicate. Today, the Company is developing the ultimate global
communications network to power high-quality, secure, affordable,
fast connections to impact people's lives anywhere they are—on the
ground, in the air or at sea. To learn more about Viasat,
visit: www.viasat.com, go to Viasat's Corporate Blog, or
follow the Company on social media
at: Facebook, Instagram, LinkedIn, Twitter or YouTube.
Additional Information About the Transaction and Where You
Can Find It
This communication is being made in respect of
the proposed business combination transaction
between Viasat and Inmarsat pursuant to the terms of that
certain Share Purchase Agreement, dated as of November 8,
2021, by and among Viasat and the shareholders of
Inmarsat. Viasat intends to file with the Securities
and Exchange Commission (the "SEC") a proxy statement and
other relevant documents in respect of a stockholder meeting to
obtain stockholder approval in connection with the transaction. The
definitive proxy statement will be sent or given to the
stockholders of Viasat and will contain important
information about the transaction and related
matters. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE
DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS CAREFULLY
IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT VIASAT, INMARSAT AND THE
PROPOSED TRANSACTION. Investors and stockholders may
obtain a free copy of these materials (when available) and other
documents filed by Viasat with the SEC through the
website maintained by the SEC at www.sec.gov. In
addition, free copies of these materials will be made available
free of charge through Viasat's website
at https://www.viasat.com.
Participants in the Solicitation
Viasat, and its
directors and executive officers may be deemed to be participants
in the solicitation of proxies from the stockholders
of Viasat in connection with the transaction. Information
regarding the persons who may, under the rules of the SEC, be
considered to be participants in the solicitation
of Viasat's stockholders in connection with the
transaction will be set forth in Viasat's definitive
proxy statement for its stockholder meeting. Additional information
regarding these individuals and any direct or indirect interests
they may have in the transaction will be set forth in the
definitive proxy statement when and if it is filed with
the SEC in connection with the transaction.
Forward-Looking Statements
This press release contains
forward-looking statements that are subject to the safe harbors
created under the Securities Act of 1933 and the Securities
Exchange Act of 1934. Forward-looking statements include statements
that refer to the agreed upon package of legally-binding
undertakings with the UK Government's Department for BEIS as part
of the proposed combination of Viasat and Inmarsat, as well as
Viasat's previously announced plan to invest £300 million in the
UK. Readers are cautioned that actual results could differ
materially and adversely from those expressed in any
forward-looking statements. Factors that could cause actual results
to differ include: risks and uncertainties related to the
transaction, including the failure to obtain, or delays in
obtaining, required regulatory approvals or clearances; the risk
that any such approval may result in the imposition of conditions
that could adversely affect Viasat, the combined company or
the expected benefits of the transaction; the failure to satisfy
any of the closing conditions to the transaction on a timely basis
or at all; any adverse impact on the business
of Viasat or Inmarsat as a result of uncertainty
surrounding the transaction; the nature, cost and outcome of any
legal proceedings related to the transaction; the occurrence of any
event, change or other circumstances that could give rise to the
termination of the definitive agreement for the transaction,
including in circumstances requiring Viasat to pay a
termination fee; the risk that Viasat's stock price may
decline significantly if the transaction is not consummated; the
failure to obtain the necessary debt financing arrangements set
forth in the commitment letters received in connection with the
transaction; risks that the transaction disrupts current plans and
operations or diverts management's attention from its ongoing
business; the effect of the announcement of the transaction on the
ability of Viasat to retain and hire key personnel and
maintain relationships with its customers, suppliers and others
with whom it does business; the ability of Viasat to
successfully integrate Inmarsat operations, technologies and
employees; the ability to realize anticipated benefits and
synergies of the transaction, including the expectation of
enhancements to Viasat's products and services, greater
revenue or growth opportunities, operating efficiencies and cost
savings; the ability to ensure continued performance and market
growth of the combined company's business; changes in the global
business environment and economic conditions; the availability and
cost of credit; risks associated with the construction, launch and
operation of satellites, including the effect of any anomaly,
operational failure or degradation in satellite
performance; Viasat's or the combined company's ability
to successfully develop, introduce and sell new technologies,
products and services; changes in relationships with key customers,
suppliers, distributors, resellers and others as a result of the
transaction or otherwise; Viasat's and Inmarsat's
reliance on a limited number of third parties to manufacture and
supply their respective products; the risk of litigation or
regulatory actions to Viasat and/or Inmarsat; inability
to retain key personnel; the impact of the COVID-19 pandemic
on Viasat's or Inmarsat's business, suppliers, consumers,
customers, and employees or the overall
economy; Viasat's and the combined company's level of
indebtedness and ability to comply with applicable debt covenants;
and other factors affecting the communications industry generally.
In addition, please refer to the risk factors contained
in Viasat's SEC filings available
at www.sec.gov, including Viasat's most recent
Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and
such reports that are subsequently filed with the SEC,
including the definitive proxy statement to be filed with
the SEC in connection with the transaction. Readers are
cautioned not to place undue reliance on any forward-looking
statements, which speak only as of the date on which they are
made. Viasat undertakes no obligation to update or revise
any forward-looking statements for any reason.
Copyright © 2022 Viasat, Inc. All rights
reserved. Viasat, the Viasat logo and
the Viasat signal are registered trademarks
of Viasat, Inc. All other product or company names
mentioned are used for identification purposes only and may be
trademarks of their respective owners.
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SOURCE Viasat, Inc.; Inmarsat