Amazon to acquire Globalstar for $90 per share in cash or shares

Amazon.com (AMZN) and Globalstar (GSAT) announced that they have entered into a definitive merger agreement under which Amazon will acquire Globalstar, enabling Amazon Leo to add direct-to-device services to its low Earth orbit satellite network and extend cellular coverage to customers beyond the reach of terrestrial networks. In addition, Amazon and Apple announced an agreement for Amazon Leo to power satellite services for iPhone and Apple Watch, including Emergency SOS via satellite. The new capabilities are part of Amazon’s long-term vision for space-based connectivity, and Amazon plans to work with mobile network operatorsand additional partners to deliver on that vision and extend reliable, high-speed connectivity to customers, no matter where they are in the world. Globalstar is a leading mobile satellite services operator, a pioneer in non-geostationary orbit satellites and D2D technology, and a provider of critical and emergency communications to customers around the world. As part of the agreement, Amazon will acquire Globalstar’s existing satellite operations, infrastructure, and assets, including MSS spectrum licenses with global authorizations. Combining Globalstar’s spectrum and established MSS capabilities with the scale, performance, and reach of Amazon Leo will enable Amazon to deliver continuous connectivity for consumer, enterprise, and government customers around the world-whether they’re living or working in remote areas or simply moving in and out of traditional cellular networks. Globalstar’s existing satellite fleet and its new satellites with expanded capabilities will operate alongside the Amazon Leo broadband system and Amazon’s planned direct-to-device satellite system. Under the terms of the merger agreement, prior to closing, Globalstar stockholders will elect to receive for each share of Globalstar common stock they own either $90.00 in cash or 0.3210 shares of Amazon common stock with a value capped at $90.00 per share. This consideration is subject to a proration mechanism that caps aggregate cash elections to a maximum of 40% of total Globalstar shares, and automatically converts excess cash consideration into stock consideration on a pro rata basis. The total transaction consideration is also subject to a downward adjustment of a maximum $110 million in the event Globalstar does not achieve certain operational milestones. Globalstar stockholders holding approximately 58% of the combined voting power of the outstanding shares of Globalstar common stock have approved the transaction by written consent. The transaction is expected to close in 2027, subject to the satisfaction of certain closing conditions, including receipt of regulatory approvals and the achievement by Globalstar of certain HIBLEO-4 replacement satellite milestones.

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