Item 8.01 Other Events.
Loral Space & Communications Inc. ("Loral") has been informed by Telesat Canada
("Telesat") of recent developments regarding the possibility of a financing
transaction for the development of Telesat Lightspeed, Telesat's low-earth-orbit
satellite system (the "Potential Financing Transaction"). The Potential
Financing Transaction, if consummated, would occur following the pending
Transaction described in Loral's proxy statement dated June 30, 2021 (the "Proxy
Statement").
The Special Meeting of Loral Stockholders at which stockholders will be asked to
vote on the Transaction is scheduled to be held on August 9, 2021, at 10:00 a.m.
eastern time. In light of the Potential Financing Transaction, the Special
Meeting will be convened as scheduled, but will be immediately adjourned without
conducting any other business in order to provide stockholders with the
opportunity to receive and consider additional information that is anticipated
to be disclosed with respect to the Potential Financing Transaction before
voting on the Transaction.
The Special Meeting will be reconvened and held virtually on Monday, August 23,
2021, at 10:00 a.m. eastern time. Ample time should be allowed for the check-in
procedures. The record date of the Special Meeting, June 10, 2021, remains
unchanged.
As of the close of business on Friday, August 6, 2021, Loral had received
sufficient proxies to adopt each of the three proposals being submitted to the
Loral stockholders for their approval at the Special Meeting, including receipt
of the Disinterested Stockholder Vote approving the Transaction Proposal (as
such terms are defined in the Proxy Statement"). There can be no assurances that
such proxies will not be revoked or that the voting totals will not change at or
prior to the reconvening of the adjourned Special Meeting. Loral does not intend
to provide updated voting results prior to the reconvening of the adjourned
Special Meeting. Stockholders who have previously cast their votes do not need
to vote again. Stockholders may also revoke their proxies or change their votes
by following the procedures described in the Proxy Statement. Stockholders who
have not yet voted are encouraged to submit their proxies prior to the date on
which the Special Meeting is reconvened. Stockholders will also be able to vote
their shares electronically during the reconvened Special Meeting.
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 Securities and Exchange Commission ("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 Telesat Lightspeed, 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 previously disclosed
integration transaction (the "Transaction") contemplated by the Transaction
Agreement with Public Sector Pension Investment Board 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 Transaction; (7) risks of
disruption from the 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 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.
These risks, as well as other risks associated with Loral, Telesat
Corporation ("Telesat Corporation"), Telesat Partnership L.P. ("Telesat
Partnership") and the Transaction are also more fully discussed in the
Registration Statement on Form F-4, as amended, which includes a proxy
statement/prospectus (as amended, the "Form F-4"), which was first publicly
filed with the SEC by Telesat Corporation and Telesat Partnership on April 26,
2021 and declared effective by the SEC on June 30, 2021, a definitive proxy
statement, which was filed by Loral with the SEC on June 30, 2021 (the "Proxy
Statement"), and the prospectus, which was filed by Telesat Corporation and
Telesat Partnership on June 30, 2021 (the "Prospectus").
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. The Proxy Statement and the
Prospectus will also be filed with the applicable Canadian securities
regulators. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE PROXY STATEMENT
AND THE 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 TRANSACTION. Investors and security
holders are able to obtain these materials 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 and the
Prospectus 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 Transaction. Information regarding Telesat directors and executive
officers is available in its Form 20-F for the year ended December 31, 2020
filed by Telesat on SEDAR at www.sedar.com on March 4, 2021, and information
regarding Loral's directors and executive officers is available in its Form 10-K
for the year ended December 31, 2020 filed with the SEC on March 9, 2021 and in
its proxy statement for Loral's annual meeting for 2020 filed with the SEC on
May 20, 2021. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests, by
security holdings or otherwise, is contained in the Proxy Statement, the
Prospectus and other relevant materials filed or to be filed with the SEC and
the Canadian securities regulators.
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.
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