Item 8.01 Other Events.
On or about September 8, 2021, Loral Space & Communications Inc. ("Loral")
commenced the mailing of the Election Form and Letter of Transmittal (the
"Election Form") whereby Loral stockholders may elect (each such election, an
"Election") the consideration to be received upon the closing of the merger
provided for in the Transaction Agreement and Plan of Merger, dated November 23,
2020 (the "Transaction Agreement").
On November 9, 2021, Loral issued a press release announcing that the parties to
the Transaction Agreement currently expect that the two-day closing provided for
in the Transaction Agreement will occur on November 18, 2021 and November 19,
2021, subject to the satisfaction or waiver of all the conditions to the closing
and that the deadline for holders of Loral's common stock to deliver their
Election Forms is 5:00 p.m., Eastern Time, on November 15, 2021 (the "Election
Deadline"). There can be no assurance, however, that the closing will occur when
currently expected.
As described in the Election Form, Loral stockholders who hold their shares of
Loral common stock in certificated form or whose shares of Loral common stock
are registered in their name should follow the instructions set forth in the
Election Form and deliver the properly completed Election Form and duly executed
transmittal materials included with the Election Form to Computershare Investor
Services Inc. via one of the delivery methods set forth in the Election Form.
Loral stockholders who hold their shares of Loral common stock through a broker,
investment dealer, bank, trust company or other nominee must make an Election by
following the election instructions in the Election Form that such stockholders
receive from their broker, investment dealer, bank, trust company or other
nominee. Such Loral stockholders should contact their broker, investment dealer,
bank, trust company or other nominee with any questions.
Each Election, along with duly executed and completed transmittal materials,
must be received by Computershare Investor Services Inc. by the Election
Deadline. Stockholders who do not make an Election with respect to any Loral
common stock they hold on or prior to the Election Deadline will receive
Class B Shares of Telesat Corporation upon consummation of the merger.
A copy of the Loral's press release is attached hereto as Exhibit 99.1 and is
incorporated by reference herein.
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 Canada ("Telesat"); (5)
risks related to the satisfaction of the conditions to closing the previously
disclosed integration transaction (the "Transaction") contemplated by the
Transaction Agreement in the anticipated timeframe or at all, including the
failure to obtain necessary regulatory 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 Partnership LP ("Telesat Partnership") and the Transaction are also more
fully discussed in the Registration Statement on Form F-4, as amended, which was
declared effective by the SEC on June 30, 2021, which includes Loral's proxy
statement and the prospectus of Telesat Corporation and Telesat Partnership (the
"Proxy Statement and Prospectus").
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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. 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 CONTAIN OR WILL
CONTAIN IMPORTANT INFORMATION ABOUT LORAL, TELESAT, TELESAT CORPORATION, TELESAT
PARTNERSHIP AND THE TRANSACTION. A non-offering prospectus will also be filed
with applicable Canadian securities regulators. 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
Prospectus may be obtained free of charge from Telesat's website for investors
at www.telesat.com/investor-relations, or from Loral's investor relations
website at www.loral.com/Investors.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release, dated as November 9, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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