Gilat To Acquire Rest Of rStar Corporation

VSAT NEWS

Gilat currently owns approximately 84.9% of rStar's outstanding shares. Gilat stated that in order to be in a position to hold at least 90% of rStar's outstanding shares, Gilat has entered into an agreement with certain rStar stockholders to acquire an additional 9.3% of rStar shares for $0.60 per share in cash.

Petah Tikva - Dec 08, 2003
Gilat Satellite Networks Ltd. Said Thursday that it intends to acquire all of the shares of common stock of rStar Corporation not already owned by Gilat for $0.60 per share in cash.

The acquisition, which is expected to be effected by way of a "short-form" merger of rStar with a Gilat subsidiary, is subject to Gilat holding at least 90 percent of the outstanding rStar shares and to the filing and clearance of a required Schedule 13E-3 with the United States Securities and Exchange Commission, as well as other customary conditions.

Pursuant to the terms of the purchase agreement with those stockholders, Gilat is required to complete the short-form merger to acquire the shares held by all other rStar stockholders promptly following such purchase. Like the consummation of the short-form merger, that purchase is also subject to Gilat filing and obtaining clearance of its Schedule 13E-3 with the SEC, as well as other customary conditions.

Gilat had previously announced that it was contemplating acquiring all of the outstanding shares of rStar it does not currently own through a tender offer, followed by a short form merger. As a result of the agreement to acquire an additional 9.3% of rStar shares, it will no longer be required to, and it does not intend to, undertake a tender offer for rStar shares.

VSAT NEWS

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Mountain View - Dec 08, 2003
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