Deadline for Stockholders to Elect Transaction Consideration
is November 15, 2021
NEW YORK, Nov. 9, 2021 /CNW/ -- Loral Space &
Communications Inc. (NASDAQ:LORL) today announced that the parties
to the Transaction Agreement and Plan of Merger, dated November 23, 2020 (the "Transaction Agreement"),
currently expect that the two-day closing provided for in the
Transaction Agreement will occur on November
18, 2021 and November 19, 2021, subject to the
satisfaction or waiver of all the conditions to the closing.
In addition, Loral announced that the deadline (the "Election
Deadline") for holders of Loral's common stock to deliver their
Election Form and Letter of Transmittal (the "Election Form")
whereby Loral stockholders may elect (each such election, an
"Election") the consideration to be received upon the closing of
the merger provided for in the Transaction Agreement is
5:00 p.m., Eastern Time, on
November 15, 2021. All Election
Forms must be received by Computershare Investor Services Inc. by
5:00 p.m., Eastern Time, on
November 15, 2021.
Stockholders who do not make an Election with respect to any
Loral common stock they hold on or prior to the Election Deadline
will receive Class B Shares of Telesat Corporation upon
consummation of the merger.
As described in the Election Form, Loral stockholders who hold
their shares of Loral common stock in certificated form or whose
shares of Loral common stock are registered in their name should
follow the instructions set forth in the Election Form and deliver
the properly completed Election Form and duly executed transmittal
materials included with the Election Form to Computershare Investor
Services Inc. via one of the delivery methods set forth in the
Election Form.
Loral stockholders who hold their shares of Loral common stock
through a broker, investment dealer, bank, trust company or other
nominee must make an Election by following the election
instructions in the Election Form that such stockholders receive
from their broker, investment dealer, bank, trust company or other
nominee. Such Loral stockholders should contact their broker,
investment dealer, bank, trust company or other nominee with any
questions.
There can be no assurance that the closing will occur when
currently expected.
About Loral Space & Communications Inc.
Loral
Space & Communications Inc. is a satellite communications
company. Loral holds a 62.6% economic interest Telesat Canada
("Telesat"), a global operator of telecommunications and direct
broadcast satellites used to distribute video entertainment
programming and broadband data and to provide access to Internet
services and other value-added communications services. Telesat is
also developing Telesat Lightspeed, a global constellation of low
earth orbit satellites. For more information, visit Loral's website
at www.loral.com.
Forward–Looking Statements
This report contains
forward-looking statements within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995. When used in this report,
the words "believes," "expects," "plans," "may," "will," "would,"
"could," "should," "anticipates," "estimates," "project," "intend"
or "outlook" or other variations of these words or other similar
expressions are intended to identify forward-looking statements and
information. In addition, Loral or its representatives have made or
may make forward-looking statements, orally or in writing, which
may be included in, but are not limited to, various filings made
from time to time with the Securities and Exchange Commission
("SEC"), and press releases or oral statements made with the
approval of an authorized executive officer of Loral. Actual
results may differ materially from anticipated results as a result
of certain risks and uncertainties which are described as "Risk
Factors" in Loral's current Annual Report on Form 10-K and in
Loral's Quarterly Reports on Form 10-Q. The reader is specifically
referred to these documents, as well as Loral's other filings with
the SEC.
Risks and uncertainties include but are not limited to (1) risks
associated with financial factors, including swings in the global
financial markets, increases in interest rates and access to
capital; (2) risks associated with satellite services, including
dependence on large customers, launch delays and failures, in-orbit
failures and competition; (3) risks and uncertainties associated
with Telesat Lightspeed, including overcoming technological
challenges, access to spectrum and markets, governmental
restrictions or regulations to address environmental concerns,
raising sufficient capital to design and implement the system and
competition from other low-earth-orbit systems; (4) regulatory
risks, such as the effect of industry and government regulations
that affect Telesat; (5) risks related to the satisfaction of the
conditions to closing the previously disclosed integration
transaction (the "Transaction") contemplated by the Transaction
Agreement in the anticipated timeframe or at all, including the
failure to obtain necessary regulatory approvals; (6) risks
relating to the inability or failure to realize the anticipated
benefits of the Transaction; (7) risks of disruption from the
Transaction making it more difficult to maintain business and
operational relationships; (8) risks relating to the incurrence of
significant transaction costs and unknown liabilities, including
litigation or regulatory actions related to the Transaction; and
(9) other risks, including risks relating to and resulting from the
COVID-19 pandemic. The foregoing list of important factors is not
exclusive. Furthermore, each of Telesat and Loral operate in an
industry sector where securities values may be volatile and may be
influenced by economic and other factors beyond Telesat's or
Loral's control. These risks, as well as other risks associated
with Loral, Telesat Corporation, Telesat Partnership LP ("Telesat
Partnership") and the Transaction are also more fully discussed in
the Registration Statement on Form F-4, as amended, which was
declared effective by the SEC on June 30,
2021, which includes Loral's proxy statement and the
prospectus of Telesat Corporation and Telesat Partnership (the
"Proxy Statement and Prospectus").
Additional Information and Where to Find It
This
report does not constitute an offer to sell or the solicitation of
an offer to buy any securities, or a solicitation of any vote or
approval, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. WE URGE INVESTORS AND
SECURITY HOLDERS TO READ THE PROXY STATEMENT AND THE PROSPECTUS,
AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE,
BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT
LORAL, TELESAT, TELESAT CORPORATION, TELESAT PARTNERSHIP AND THE
TRANSACTION. A non-offering prospectus will also be filed with
applicable Canadian securities regulators. Investors and security
holders are able to obtain these materials and other documents
filed with the SEC and the Canadian securities regulators free of
charge at the SEC's website, www.sec.gov and at the System for
Electronic Document Analysis and Retrieval (SEDAR) at
www.sedar.com. In addition, a copy of the Proxy Statement and
Prospectus may be obtained free of charge from Telesat's website
for investors at www.telesat.com/investor-relations, or from
Loral's investor relations website at www.loral.com/Investors.
CONTACT:
John Capogrossi
212-338-5355
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SOURCE Loral Space & Communications