Filed by Gilat Satellite Networks Ltd.
Pursuant to Rule 425 under the securities Act of
1933 and deemed filed pursuant to Rules 13e-4
and 14d-1 under the Securities Exchange Act of 1934
Subject Company: rStar Corporation
Commission File No. 000-27029
On July 24, 2002, Gilat Satellite Networks Ltd. and rStar Corporation issued
the following joint press release:
FOR IMMEDIATE RELEASE
July 24, 2002
RSTAR CORPORATION AND GILAT SATELLITE NETWORKS LTD.
ANNOUNCE EXTENSION OF
EXPIRATION DATE FOR EXCHANGE OFFER
San Ramon, California, and Petah Tikva, Israel, July 24, 2002 - rStar
Corporation (Nasdaq: RSTRC) and Gilat Satellite Networks Ltd. (Nasdaq: GILTF), a
worldwide leader in satellite networking technology, announced today that they
are extending the expiration date of the pending exchange offer for up to
6,315,789 shares of rStar common stock from July 25, 2002 to 12:00 midnight New
York City Time, on August 2, 2002, in order to provide rStar stockholders with
additional time to tender their shares of rStar common stock and to provide
rStar and Gilat with additional time to close rStar's acquisition of the
StarBand Latin America business, which is a condition to the exchange offer as
described in the Offer to Exchange dated June 25, 2002. The expiration date for
the exchange offer is subject to further extensions.
Approximately 9,773,215 shares of rStar common stock had been tendered in the
exchange offer as of 5:00 p.m., EST, on July 24, 2002. Because more than
6,315,789 shares of rStar common stock have been tendered in the exchange offer,
the proration provisions described in the Offer to Exchange will apply.
Based upon the formula described in the Offer to Exchange, rStar and Gilat
expect that the value of the cash consideration offered for each share of rStar
common stock tendered in the exchange offer will remain at $1.58, as previously
announced by the parties on July 19, 2002. If there is a change in the value of
the cash consideration based upon the formula described in the Offer to
Exchange, rStar and Gilat will announce by press release any such change prior
to the expiration of the exchange offer.
This press release is for informational purposes only and is not an offer to buy
or the solicitation of an offer to sell any shares of rStar's common stock. The
solicitation of offers to buy rStar's common stock will only be made pursuant to
the Offer to Exchange and related materials that rStar and Gilat mails to
rStar's stockholders. rStar stockholders should read those materials carefully
because they contain important information, including the various terms and
conditions to the exchange offer.
About Gilat Satellite Networks Ltd.
Gilat Satellite Networks Ltd., with its global subsidiaries Spacenet Inc. and
Gilat Latin America, 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 markets the Skystar Advantage,
DialAw@y IP, FaraWay, Skystar 360E and SkyBlaster* 360 VSAT products in more
than 70 countries around the world. The Company provides satellite-based,
end-to-end enterprise networking and rural telephony solutions to customers
across six continents, and markets interactive broadband data services. The
Company is a joint venture partner in SATLYNX, a provider of two-way satellite
broadband services in Europe, with SES GLOBAL and, following the execution of a
definitive agreement and regulatory approval, Alcatel Space and SkyBridge,
subsidiaries of Alcatel. Skystar Advantage(R), DialAw@y IP(TM) and FaraWay(TM)
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.)
About rStar Corporation
rStar (Nasdaq: RSTRC) develops, provides and manages satellite-based networks
for large-scale deployment across corporate enterprises and user communities of
interest. rStar's core products include remote high-speed Internet access, data
delivery, high-quality video and networking services distributed through its
satellite broadband Internet gateway and bi-directional solutions. rStar's
technology assures instantaneous, consistent, secure and reliable delivery of
content within the rStar network. rStar is located in San Ramon, California, and
can be reached at 925-543-0300 or at www.rstar.com on the Web.
Important Legal Information
This announcement is neither an offer to purchase shares nor a solicitation of
an offer to sell securities. Also, this announcement is not a recommendation
with respect to the exchange offer. Gilat has filed a post-effective amendment
to its registration statement, of which the Offer to Exchange dated June 25,
2002 is a part, and rStar and Gilat have also filed a tender offer statement
regarding the exchange offer. The post-effective amendment to the registration
statement and tender offer statement were originally filed with the U.S.
Securities and Exchange Commission on June 25, 2002 and February 14, 2002,
respectively. We advise all security holders to read the post-effective
amendment to the registration statement and the tender offer statement, as well
as the amendments to each of these filings, because they contain important
information. You can obtain the Gilat post-effective amendment to the
registration statement, of which the Offer to Exchange is a part, the rStar and
Gilat tender offer statement, and other filed documents for free at the
Securities and Exchange Commission's website (www.sec.gov). You can also obtain
such documents for free from rStar or Gilat.
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.
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Many factors could cause the actual results, performance or achievements of
rStar and 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. For additional information regarding these
and other risks and uncertainties associated with rStar and Gilat's business,
reference is made to rStar's and Gilat's reports filed from time to time with
the Securities and Exchange Commission.
The safe-harbor provided by the Private Securities Litigation Reform Act of 1995
is not available to forward-looking statements made in the context of the
exchange offer for rStar shares.
FOR FURTHER INFORMATION:
GILAT COMPANY CONTACT:
Tim Perrott
Vice President, Investor Relations
Gilat Satellite Networks
McLean, Virginia
703-848-1515
Tim.Perrott@spacenet.com
GILAT INVESTOR RELATIONS CONTACT:
Ruder Finn, Inc.
Magda Gagliano
212-593-6319
gaglianom@ruderfinn.com
RSTAR CORPORATION CONTACT:
Juleen Murray
925-543-9239
jmurray@rstar.com
RSTAR INVESTOR RELATIONS CONTACT:
Pondel/Wilkinson Group, Los Angeles (Investor Relations)
Cecilia A. Wilkinson/Julie MacMedan
310-207-9300
investor@pondel.com
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