This move brings together two talented teams that have built advanced and highly complementary assets — and creates a new leading global communications innovator with enhanced scale and scope to affordably, securely, and reliably connect the world.
This deal gives us the scale to invest even more effectively in R&D and network infrastructure and opportunities to further increase the pace of innovation that drives new and better services for our customers, broadens the opportunities for our employees, and is good for investors as well.
But what makes this deal so exciting for us is the following:
Enhanced growth and innovation opportunities
The combined company brings together complementary assets and capabilities, including narrowband, broadband, space, and ground assets. When integrated, these assets can better enable the service characteristics that mobility customers need. We intend to increase the pace and scale of innovation in the mobile communications sector, targeting a multi-layered, hybrid network architecture that combines the best characteristics of each frequency band and orbit and can include terrestrial augmentation for the lowest latency at the lowest total cost. And, we’ll have immediate global coverage to start, with enhanced speed, and coverage density as each ViaSat-3 satellite is brought into service.
Ability to offer new and better services to our customers, sooner
Having global coverage and enhanced depth of coverage means better options for customers, across more verticals — transforming our offerings from regional to virtually anywhere and everywhere in multiple mobility verticals. We will have redundancies in space, which drive resiliency and reliability. Customers will benefit much more from the combined company in a way that would be difficult for either company on a standalone basis. We believe we can create the best and most efficient communications solutions for our customers, and we are very excited about the many ways we can enhance growth with greater innovation.
Our increased financial strength supports innovation, investors, customers, and our combined workforce
Together we have a foundation for rapid, double-digit top- and bottom-line growth driven by a very diverse set of fast-growing businesses — including mobility and government, where a higher percentage of our revenue will be recurring. Additionally, we will have a fully funded path to positive free cash flow, which lowers risk. When free cash flow turns positive, we will generate a lot more of it — approximately two times more. Plus, there is potential upside from a revitalization of L-band and IoT growth. We believe our combination enables us to have a greater presence in a broader range of the $1.6 trillion broadband and IoT market.
Build on the heritage of cooperation that both companies have established
Inmarsat has a heritage of international aviation and maritime safety that yields responsibility and opportunity. Viasat has a commitment to space sustainability and peaceful cooperation among all nations. Together we are committed to sustain and grow our UK presence and to support the UK national space ambitions. We already have a critical presence in the UK. Our second satellite in the ViaSat-3 fleet will be controlled from facilities in the UK, and we plan to invest in technical talent and space-related development in the UK, which will provide growth in high-value employment. We’ll continue to build on Viasat’s unique relationships with leading regional broadband satellite partners in Australia, Brazil, Europe, and more key geographies to come.
We are a leading advocate for forward-thinking space policy and regulations and cooperation to help ensure equitable access to space for all nations — and we aim to achieve the technology, economic, national security, sovereignty, and high-paying jobs that space can enable. We believe Inmarsat’s heritage and strong international relations can help us achieve those goals.
I am enthusiastic about the possibilities this transaction represents for Viasat and Inmarsat. I encourage you all to review the press release we issued earlier today to learn more about the opportunities ahead.
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 Connect Topco Limited (“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.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains forward-looking statements regarding future events that are subject to the safe harbors created under the Securities Act of 1933 and the Securities Exchange Act of 1934. These statements are based on current expectations, estimates, forecasts and projections about the industries in which Viasat and Inmarsat operate and the beliefs and assumptions of their respective management. The parties use words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “goal,” “intend,” “may,” “plan,” “project,” “seek,” “should,” “target,” “will,” “would,” variations of such words and similar expressions to identify forward-looking statements. Forward looking statements include, among others, statements that refer to the benefits of and realization of synergies from the transaction, including expected resulting enhancements to the combined company’s systems, products and services and the anticipated operations, financial position, liquidity, performance, prospects or growth and scale opportunities of Viasat, Inmarsat or the combined company; integration activities; the anticipated value of the combined business to Viasat and stakeholders; the expected performance of Viasat’s and Inmarsat’s technologies; expected impact of the transaction on Viasat’s results of operations and financial condition; anticipated growth and trends in the business or key markets; the closing of the transaction, including the need for stockholder approval and the satisfaction of regulatory and other closing conditions; and plans, objectives and strategies for future operations. Readers are cautioned that actual results could differ materially 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.
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