Press Releases
SkyTerra Communications, Inc., Announces Record Date And Special Meeting Date Of Stockholders In Connection With Merger Agreement
SkyTerra (OTCBB:SKYT) today announced that it has established a record date of close of business Thursday, Jan. 21, 2010, and a meeting date of Monday, March 22, 2010, at 10 a.m. Eastern Daylight Time for a special meeting of its stockholders. This meeting will be held at SkyTerra’s corporate headquarters, 10802 Parkridge Boulevard, Reston, Va., 20191.
At the meeting, stockholders of record will consider and vote upon a proposal to adopt the previously announced merger agreement, dated Sept. 23, 2009, as amended from time to time, providing for the acquisition of SkyTerra by a new corporation formed and indirectly wholly-owned by Harbinger Capital Partners Master Fund I, Ltd. and Harbinger Capital Partners Special Situations Fund, L.P. Under the terms of the agreement, the new corporation will pay $5.00 in cash per share for each of SkyTerra’s outstanding shares of common stock not held by Harbinger or its affiliates. The purchase price represents a premium of approximately 56 percent over the average closing price of SkyTerra’s common stock for the 30 days ended Sept. 22, 2009, the last day before the announcement of the proposed transaction. Harbinger and its affiliates together hold approximately 46 percent of SkyTerra’s outstanding voting common stock and approximately 48 percent of SkyTerra’s voting and non-voting common stock combined. In order for the merger to be approved, the merger agreement requires (1) that a majority of the outstanding Eligible Shares must be present, in person or by proxy, and be voted at the special meeting and (2) a majority of the Eligible Shares so present and voted shall have voted in favor of the adoption of the merger agreement. “Eligible Shares” means all shares of voting common stock excluding escrowed shares and any shares of voting common stock held by the Harbinger Parties, any director or officer of SkyTerra or any of their respective affiliates. As of the record date, Jan. 21, 2010, there were 22,608,771 Eligible Shares issued and outstanding, which means that 11,304,387 Eligible Shares must be present, in person or by proxy, and be voted at the special meeting in order for a quorum to be established for these purposes.TheStreet Premium Services
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