RSTAR CORPORATION
(Name of Subject
Company (Issuer)
GILAT SATELLITE
NETWORKS LTD.
(Name of Filing Person
(Offeror))
Common Stock, $0.01
Par Value Per Share
(Title of Class of
Securities)
74973F 10 4
(CUSIP Number of Class of
Securities)
| Rachel Prishkolnik Legal Counsel Gilat Satellite Networks Ltd. Gilat House, 21 Yegia Kapayim Street Daniv Park, Kiryat Arye Petah Tikva, 49130 Israel + 972 3 925-2003 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Person(s) Filing Statement) |
Copy to: Jonathan Klein, Esq. Piper Rudnick LLP 1251 Avenue of the Americas 29th Floor New York, NY 10020-1104 (212) 835-6102 |
| o | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
|
Amount
previously paid: Not applicable Form or Registration No.: Not applicable Filing party: Not applicable Date filed: Not applicable |
| x | Check the box if filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| x | third-party tender offer subject to Rule 14d-1. |
| o | issuer tender offer subject to Rule 13e-4. |
| x | going-private transaction subject to Rule 13e-3. |
| o | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: o
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Dec 04, 2003
PETAH TIKVA, Israel – December 4, 2003 – Gilat Satellite Network, Ltd. (NASDAQ: GILTF) announced today that it intends to acquire all of the shares of common stock of rStar Corporation (NASDAQ: RSTRC) 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.
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. 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.
About Gilat Satellite
Networks Ltd.
Gilat Satellite Networks Ltd., with
its global subsidiaries Spacenet Inc., Gilat Latin America and rStar Corporation (RSTRC),
is a leading provider of telecommunications solutions based on Very Small Aperture
Terminal (VSAT) satellite network technology – with nearly 400,000 VSATs shipped
worldwide. Gilat, headquartered in Petah Tikva, Israel, markets the Skystar
Advantage®, DialAw@y IP™, FaraWay™, Skystar 360E™ and SkyBlaster* 360
VSAT products in more than 70 countries around the world. Gilat provides satellite-based,
end-to-end enterprise networking and rural telephony solutions to customers across six
continents, and markets interactive broadband data services. Gilat is a joint venture
partner with SES GLOBAL, and Alcatel Space and SkyBridge LP, subsidiaries of Alcatel, in
SATLYNX, a provider of two-way satellite broadband services in Europe. Skystar Advantage,
Skystar 360E, DialAw@y IP and FaraWay are trademarks or registered trademarks of Gilat
Satellite Networks Ltd. or its subsidiaries. Visit Gilat at www.gilat.com.
(*SkyBlaster is marketed in the United States by StarBand Communications Inc. under its
own brand name.)
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Certain statements made herein that are not historical are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. The words “estimate,” “project,” “intend,” “expect,” “believe” and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties. Many factors could cause the actual results, performance or achievements of Gilat to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including, among others, changes in general economic and business conditions, inability to maintain market acceptance to Gilat’s products, inability to timely develop and introduce new technologies, products and applications, rapid changes in the market for Gilat’s products, loss of market share and pressure on prices resulting from competition, introduction of competing products by other companies, inability to manage growth and expansion, loss of key OEM partners, inability to attract and retain qualified personnel, inability to protect the Company’s proprietary technology and risks associated with Gilat’s international operations and its location in Israel. For additional information regarding these and other risks and uncertainties associated with Gilat’s business, reference is made to Gilat’s reports filed from time to time with the Securities and Exchange Commission.
Investor Inquiries:
Tim Perrott
Tel: +1703-848-1515
Gilat Media Contact:
Barry Spielman,
Director Corporate Marketing
tel: +(972)3-925-2201
barrys@gilat.com
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