Item 8.01 Other Events.
On February 11, 2021, Telesat Corporation and Telesat Partnership LP
confidentially submitted a draft registration statement on Form F-4 to the
Securities and Exchange Commission ("SEC") relating to the previously disclosed
integration transaction contemplated by the Transaction Agreement and Plan of
Merger, dated November 23, 2020, among Loral Space & Communications Inc.
("Loral"), Telesat Canada ("Telesat"), Telesat Partnership LP ("Telesat
Partnership"), Telesat Corporation, Telesat CanHold Corporation, Lion
Combination Sub Corporation, Public Sector Pension Investment Board ("PSP
Investments") and Red Isle Private Investments Inc. The registration statement,
when filed, will include a preliminary proxy statement of Loral with respect to
the delayed 2020 annual meeting of Loral stockholders.
Forward-Looking Statements
This report contains forward-looking statements within the meaning of the U.S.
Private Securities Litigation Reform Act of 1995. When used in this report, the
words "believes," "expects," "plans," "may," "will," "would," "could," "should,"
"anticipates," "estimates," "project," "intend" or "outlook" or other variations
of these words or other similar expressions are intended to identify
forward-looking statements and information. In addition, Loral or its
representatives have made or may make forward-looking statements, orally or in
writing, which may be included in, but are not limited to, various filings made
from time to time with the SEC, and press releases or oral statements made with
the approval of an authorized executive officer of Loral. Actual results may
differ materially from anticipated results as a result of certain risks and
uncertainties which are described as "Risk Factors" in Loral's current Annual
Report on Form 10-K and in Loral's Quarterly Reports on Form 10-Q. The reader is
specifically referred to these documents, as well as Loral's other filings with
the SEC. Risks and uncertainties include but are not limited to (1) risks
associated with financial factors, including swings in the global financial
markets, increases in interest rates and access to capital; (2) risks associated
with satellite services, including dependence on large customers, launch delays
and failures, in-orbit failures and competition; (3) risks and uncertainties
associated with the LEO Constellation, including overcoming technological
challenges, access to spectrum and markets, governmental restrictions or
regulations to address environmental concerns, raising sufficient capital to
design and implement the system and competition from other low earth orbit
systems; (4) regulatory risks, such as the effect of industry and government
regulations that affect Telesat; (5) risks related to the satisfaction of the
conditions to closing the integration transaction with PSP Investments and
Telesat in the anticipated timeframe or at all, including the failure to obtain
necessary regulatory and stockholder approvals; (6) risks relating to the
inability or failure to realize the anticipated benefits of the integration
transaction; (7) risks of disruption from the integration transaction making it
more difficult to maintain business and operational relationships; (8) risks
relating to the incurrence of significant transaction costs and unknown
liabilities, including litigation or regulatory actions related to the
integration transaction; and (9) other risks, including risks relating to and
resulting from the COVID-19 pandemic. The foregoing list of important factors is
not exclusive. Furthermore, each of Telesat and Loral operate in an industry
sector where securities values may be volatile and may be influenced by economic
and other factors beyond Telesat's or Loral's control.
Additional Information and Where to Find It
This report does not constitute an offer to sell or the solicitation of an offer
to buy any securities, or a solicitation of any vote or approval, nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. In connection with the
integration transaction, Telesat Corporation and Telesat Partnership intend to
file with the SEC a registration statement on Form F-4 that will include a
preliminary proxy statement/prospectus and be the definitive proxy statement
mailed by Loral to its stockholders in connection with the integration
transaction. The proxy statement/prospectus will also be filed with the
applicable Canadian securities regulators. WE URGE INVESTORS AND SECURITY
HOLDERS TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS
WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT LORAL, TELESAT, TELESAT CORPORATION, TELESAT PARTNERHSIP AND THE
INTEGRATION TRANSACTION. Investors and security holders will be able to obtain
these materials (when they are available) and other documents filed with the SEC
and the Canadian securities regulators free of charge at the SEC's website,
www.sec.gov and at the System for Electronic Document Analysis and Retrieval
(SEDAR) at www.sedar.com. In addition, a copy of the proxy statement/prospectus
(when it becomes available) may be obtained free of charge from Telesat's
internet website for investors www.telesat.com/investor-relations, or from
Loral's investor relations website at www.loral.com/Investors. Investors and
security holders may also read and copy any reports,
statements and other information that Loral, Telesat, Telesat Corporation or
Telesat Partnership files with the SEC on the SEC's website at www.sec.gov.
Participants in the Solicitation of Votes
Loral, Telesat, and their respective directors, executive officers and certain
other members of management and employees may be deemed to be participants in
the solicitation of proxies from the stockholders of Loral in respect of the
proposed integration transaction. Information regarding Telesat directors and
executive officers is available in its Form 20-F filed by Telesat on SEDAR at
www.sedar.com, on February 27, 2020, and information regarding Loral's directors
and executive officers is available in its Amendment No. 1 to Form 10-K filed
with the SEC on March 26, 2020. Other information regarding the participants in
the proxy solicitation and a description of their direct and indirect interests,
by security holdings or otherwise, will be contained in the proxy
statement/prospectus and other relevant materials to be filed with the SEC and
the Canadian securities regulators when they become available.
For more information regarding these and other risks and uncertainties that
Loral may face, see the section entitled "Risk Factors" in Loral's Form 10-K,
Form 10-Q and Form 8-K filings with the SEC and as otherwise enumerated herein
or therein.
For more information regarding these and other risks and uncertainties that
Telesat may face, see the section entitled "Risk Factors" in Telesat's Form 20-F
and Form 6-K filings with the SEC and as otherwise enumerated herein or therein.
2
© Edgar Online, source Glimpses