Filed by rStar Corporation
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 June 25, 2002, Gilat Satellite Networks Ltd. and rStar Corporation
issued the following joint press release:
FOR IMMEDIATE RELEASE
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June 25, 2002
RSTAR CORPORATION AND GILAT SATELLITE NETWORKS LTD.
ANNOUNCE EXTENSION OF EXPIRATION DATE FOR EXCHANGE
OFFER AND RESULTS OF RSTAR'S ANNUAL MEETING
- End of the Temporary Suspension of Exchange Offer; rStar Stockholders
Approve Proposed Acquisition of StarBand Latin America
San Ramon, California, and Petah Tikva, Israel, June 25, 2002 - rStar
Corporation (Nasdaq: RSTR) and Gilat Satellite Networks Ltd. (Nasdaq: GILTF), a
worldwide leader in satellite networking technology, announced today the end of
the temporary suspension of the exchange offer for shares of rStar common stock.
rStar and Gilat resumed the exchange offer with the mailing to rStar
stockholders of the updated Offer to Exchange, dated June 25, 2002, containing
Gilat's audited financial statements for the fiscal year ended 2001. rStar and
Gilat also announced that the expiration date for the exchange offer has been
extended to 12:00 Midnight, New York City time, Thursday, July 25, 2002. The
expiration date for the exchange offer is subject to further extensions.
rStar and Gilat commenced the exchange offer on March 28, 2002. However, in
accordance with applicable SEC rules and regulations, the exchange offer was
temporarily suspended on April 1, 2002 until such time as rStar stockholders
were provided with an updated Offer to Exchange containing Gilat's audited
financial statements for the fiscal year ended December 31, 2001. These
financial statements are contained in the updated Offer to Exchange dated June
25, 2002. Accordingly, with the mailing of the Offer to Exchange dated June 25,
2002 and a revised Letter of Transmittal to rStar stockholders, rStar and Gilat
have resumed the exchange offer for shares of rStar common stock. Tenders of
shares of rStar common stock before the July 25, 2002 expiration date will now
be accepted by the exchange agent.
rStar stockholders are advised that the Offer to Exchange dated June 25, 2002
contains updated information concerning Gilat, including Gilat's financials
statements and risk factors, and should be referred to instead of the Offer to
Exchange dated March 28, 2002.
Gilat and rStar also announced that at rStar's Annual Meeting held on April 30,
2002, stockholders approved, among other things, the proposed acquisition by
rStar of StarBand Latin America from Gilat. The closing of rStar's proposed
acquisition of StarBand Latin America is expected to take place
contemporaneously with 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, 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, upon closing and following 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: RSTR) through its r)Star Broadband Networks, Inc. subsidiary,
develops, provides and manages satellite-based networks for large-scale
deployment across corporate enterprises, educational systems, and user
communities of interest. rStar's core products include remote high-speed
Internet access, data delivery, high-quality video and networking services
distributed though 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, or any recommendation with respect to the exchange
offer. Gilat has filed a post-effective amendment to its registration
statement, of which the updated Offer to Exchange dated June 25, 2002 is a part,
and rStar and Gilat have also filed an amended tender offer statement reflecting
the resumption of the exchange offer and the distribution of the updated Offer
to Exchange. 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 amended tender offer statement 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.
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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
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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