Globalstar (GSAT) investor relations material

Transaction overview

• Definitive agreement signed for acquisition by Amazon, aiming to accelerate global direct-to-device connectivity initiatives.

• Stockholders can elect $90.00 per share in cash or 0.3210 Amazon shares, subject to proration and adjustment based on Amazon's stock price.

• Aggregate consideration may be reduced by up to $110 million if certain operational milestones are not met.

• Transaction structured as a tax-deferred reorganization for stock consideration.

• Approval obtained from board, strategic review, and special committees; majority stockholder consent already delivered.

Strategic rationale and integration

• Combination of globally licensed spectrum assets with Amazon's LEO satellite capabilities to deliver high-capacity, efficient direct-to-device services.

• Accelerates deployment of connectivity solutions for consumer, enterprise, IoT, and government markets, especially in underserved areas.

• Ongoing support for Apple devices and collaboration with Apple on future satellite services using Amazon's expanded network.

• Integration aims to provide continuous global connectivity leveraging both companies' strengths.

Transaction process and timeline

• Expected closing in 2027, pending regulatory approvals including antitrust, foreign investment, and telecommunications.

• Key closing conditions include regulatory approvals, no legal impediments, no material adverse effects, and achievement of certain satellite milestones.

• Information statement to be mailed to stockholders; Amazon SEC registration statement to become effective.