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 August 13, 2002, Gilat Satellite Networks Ltd. and rStar Corporation issued
the following joint press release:
FOR IMMEDIATE RELEASE
August 13, 2002
RSTAR CORPORATION AND GILAT SATELLITE NETWORKS LTD.
ANNOUNCE COMPLETION OF THE EXCHANGE OFFER
SAN RAMON, CALIFORNIA, AND PETAH TIKVA, ISRAEL, AUGUST 13, 2002 - rStar
Corporation (Nasdaq: RSTRC) and Gilat Satellite Networks Ltd. (Nasdaq: GILTF), a
worldwide leader in satellite networking technology, announced today that, on
August 9, 2002, they accepted for exchange 6,315,789 shares of rStar common
stock validly tendered in the exchange offer, which is the maximum number of
shares rStar and Gilat offered to exchange in the exchange offer. The exchange
offer expired at midnight, New York City time, on Friday, August 2, 2002.
The exchange agent for the exchange offer advised rStar and Gilat that a total
of 19,086,916 shares of rStar common stock had been validly tendered in the
exchange offer. Because more than the maximum 6,315,789 shares of rStar common
stock had been validly tendered, the proration provisions described in the Offer
to Exchange/Prospectus dated June 25, 2002 applied. The exchange agent further
advised rStar and Gilat that the final proration factor applicable to each rStar
stockholder who validly tendered their shares in the exchange offer is 33.08965
%. The consideration for each of the rStar shares accepted for exchange,
consisting of a $1.58 and 0.0738 of a Gilat ordinary share, will be distributed
by the exchange agent in the coming weeks.
With the completion of the exchange offer and rStar's acquisition of the
StarBand Latin America business from Gilat, Gilat's beneficial ownership of the
outstanding rStar shares increases to approximately 85 %.
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)
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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) through its r)Star Broadband Networks, Inc. subsidiary,
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
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
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RSTAR CORPORATION CONTACT:
Juleen Murray
925-543-9239
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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