ECHOSTAR CORPORATION (NASDAQ:SATS) Files An 8-K Other Events

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ECHOSTAR CORPORATION (NASDAQ:SATS) Files An 8-K Other Events
Item 8.01. Other Events

On Friday July 6, 2018 at 7:00 a.m. London time, EchoStar Corporation (“EchoStar”) issued an announcement (the “Rule 2.4 Announcement”) to Rule 2.4 of the U.K. City Code on Takeovers and Mergers (the “Code”) disclosing that it had approached Inmarsat plc (“Inmarsat”) with a new and improved proposal (the “Improved Proposal”) to acquire the entire issued and to be issued share capital of Inmarsat, as well as the terms of the Improved Proposal. Although Inmarsat rejected the Improved Proposal on July 4, 2018, EchoStar continued to seek engagement with the board of Inmarsat on a constructive basis, with a view to agreeing on the terms of a recommended transaction. A copy of the Rule 2.4 Announcement is attached hereto as Exhibit99.1 and is incorporated by reference into this Item 8.01.

Shortly following release of the Rule 2.4 Announcement, Inmarsat released its own announcement maintaining its rejection of the Improved Proposal and chose not to engage with EchoStar during the course of the day on Friday, July 6, 2018 and did not offer to seek an extension of EchoStar’s “put up or shut up” deadline of 5:00 p.m. London time on July 6, 2018. As a result, on Friday, July 6, 2018 at 4:30 p.m. London time, EchoStar issued an announcement (the “Rule 2.8 Announcement”) to Rule 2.8 of the Code that it does not intend to make an offer for the entire issued and to be issued share capital of Inmarsat to Rule 2.7 of the Code, subject to certain reservations as permitted under the Code, and the offer period which began on June 8, 2018 with respect to Inmarsat and EchoStar terminated. A copy of the Rule 2.8 Announcement is attached hereto as Exhibit 99.2 and is incorporated by reference into this Item 8.01.

The information contained and incorporated in this Item 8.01 and any exhibits hereto is being furnished and shall not be deemed “filed” with the U.S. Securities and Exchange Commission (the “SEC”) or otherwise incorporated by reference into any registration statement or other document filed to the Securities Act of 1933, as amended, or the Exchange Act of 1934, as amended.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

This document and any exhibits thereto may contain statements that are forward looking, as that term is defined by the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management’s beliefs, as well as assumptions made by, and information currently available to, management. When used in this report, the words “believe,” “anticipate,” “estimate,” “expect,” “intend,” “project,” “plans,” and similar expressions and the use of future dates are intended to identify forward looking statements. Although management believes that the expectations reflected in these forward looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct. The forward-looking statements may include those regarding any matter set forth in this Item 8.01 or any of the exhibits incorporated herein. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those predicted in any such forward-looking statements. Such factors include, but are not limited to, the possibility that a transaction will not be pursued and/or an offer will not be made, failure to obtain necessary regulatory approvals or required financing or to satisfy any of the other conditions to a potential transaction, adverse effects on the market price of EchoStar’s common stock and on EchoStar’s operating results for any reason, including, without limitation, because of a failure to complete a transaction, failure to realize the expected benefits of a transaction, negative effects of an announcement or consummation or failure to consummate a transaction on the market price of EchoStar’s common stock, significant transaction costs and/or unknown liabilities and general economic and business conditions that affect the combined companies following any transaction. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date made. These statements are subject to certain risks, uncertainties, and assumptions. For additional information on these and other factors that could affect EchoStar’s forward-looking statements, see EchoStar’s filings with the SEC, including EchoStar’s most recently filed Annual Report on Form 10-K for the year ended December 31, 2017 and subsequent Quarterly Reports on Form 10-Q and other documents EchoStar files with the SEC from time to time. The forward-looking statements speak only as

of the date made, and EchoStar expressly disclaims any obligation to update or revise any forward-looking statement in this document or any exhibits thereto except as required by applicable law or regulation.

Item 8.01. Financial Statements and Exhibits

(d)

The following exhibits are being furnished with this Current Report on Form 8-K.


Hughes Satellite Systems Corp Exhibit
EX-99.1 2 exhibit991echostarcorporat.htm EXHIBIT 99.1 Exhibit Exhibit 99.1Friday 06 July,…
To view the full exhibit click here

About ECHOSTAR CORPORATION (NASDAQ:SATS)

EchoStar Corporation is a holding company. The Company operates through three segments: Hughes, EchoStar Technologies (ETC) and EchoStar Satellite Services (ESS). Its operations also include real estate and other activities. The Company’s Hughes segment provides broadband satellite technologies and services for the home and office, delivering network technologies, managed services, and solutions for consumers, enterprises and governments. The Company’s EchoStar Technologies segment provides end-to-end video and broadcast technology products and services to businesses and directly to consumers. It provides satellite services on a full-time and occasional-use basis to DISH Network, Dish Mexico, the United States Government service providers, Internet service providers, broadcast news organizations, programmers and private enterprise customers.