Dish Network & EchoStar Announce Merger

DISH Network Corporation (Nasdaq: DISH) and EchoStar Corporation (Nasdaq: SATS) have officially entered into a definitive agreement to merge in an all-stock transaction, combining their strengths to create a dynamic force in the world of wireless connectivity and satellite communications.

This groundbreaking merger comes as a result of careful negotiation and recommendation by the Special Committees of Independent Directors of both DISH Network and EchoStar Corporation.The merger proposal received unanimous approval from the Boards of Directors of both companies, marking a resounding vote of confidence in the synergistic potential of this venture.

The essence of the merger lies in the exchange of shares between the two corporations. Upon the successful completion of the merger, EchoStar Corporation stockholders will become shareholders of DISH Network. For each share of EchoStar Corporation's Class A, Class C, or Class D common stock, they will receive 2.85 shares of DISH Network's Class A common stock. Similarly, for each share of EchoStar Corporation's Class B common stock, they will receive 2.85 shares of DISH Network's Class B common stock. This exchange ratio boasts a premium of 12.9%, reflecting the value implied by the unaffected 30-day volume weighted average closing stock prices of both companies on July 5, 2023, just before media speculation about the merger began.

What makes this merger truly transformative is the fusion of DISH Network's satellite technology, streaming services, and burgeoning nationwide 5G network with EchoStar's renowned satellite communications solutions. The result is poised to be a global powerhouse in both terrestrial and non-terrestrial wireless connectivity. This formidable combination capitalizes on DISH's ongoing deployment of its 5G wireless network, now covering over 70% of the United States with commercialization in full swing. EchoStar, on the other hand, celebrated the successful launch of the JUPITER 3 satellite, bringing substantial capacity for terrestrial and non-terrestrial services. The resultant entity promises to cater to a diverse array of communication and content distribution needs, significantly accelerating the delivery of sought-after satellite and wireless connectivity solutions.

This is a strategically and financially compelling combination that is all about growth and building a long-term sustainable business...DISH’s substantial past investments in spectrum and its wireless buildout, combined with EchoStar’s recent launch of JUPITER 3, are expected to significantly reduce near-term CAPEX requirements. The transaction is expected to generate significant cost and revenue synergies, and the strong asset portfolio of the combined company paired with its enhanced free cash flow generation capability and strengthened capital structure are expected to drive long-term value creation for our shareholders and other stakeholders.” - Charles Ergen, Chairman of the Board of both DISH Network and EchoStar

The anticipated synergy from the merger is projected to generate substantial cost and revenue benefits, ultimately bolstering long-term value creation for shareholders and other stakeholders.

“From unconnected individuals in the most rural and remote regions of the world to the constantly evolving networks of private enterprises and government institutions, the connectivity landscape is rapidly changing...As a combined company, we will offer a broad suite of robust connectivity services, using a superior portfolio of technology, spectrum, engineering, manufacturing and network management expertise. DISH shares our customer-first culture, and together we will be well positioned to further scale and accelerate our strategy.” - Hamid Akhavan, President and Chief Executive Officer of EchoStar

“The combination of DISH and EchoStar brings together two trailblazers with complementary portfolios and a shared commitment to change the way the world communicates...DISH is transforming America’s wireless infrastructure with its 5G technology. With EchoStar’s engineering capabilities, managed network services delivery and worldwide S-band spectrum rights, the combined company will have greater resources and the financial flexibility to deliver connectivity to consumers, enterprises and governments around the world.” - Erik Carlson, President and Chief Executive Officer, DISH Network

Headquartered in Englewood, Colorado, the merged company will operate under a diverse range of consumer and business brands, including DISH Wireless, Boost Wireless, Sling TV, DISH TV, EchoStar, Hughes®, and JUPITER™ satellite services, HughesON™ managed services, and HughesNet® satellite internet.

Hamid Akhavan is set to assume the role of President and CEO, with Charles Ergen becoming the Executive Chairman. John Swieringa, President & COO of DISH Wireless, will take on the position of President, Technology & Chief Operating Officer. Erik Carlson will continue as President and CEO of DISH Network until the merger's completion, at which point he will step down. The Board of Directors for the merged company will comprise 11 members, including seven directors from DISH, three independent directors from EchoStar, and Hamid Akhavan.

Upon the merger's conclusion, existing DISH Network shareholders will hold approximately 69% of the common stock, while existing EchoStar Corporation shareholders will possess around 31%. To maintain the balance of power, the majority shareholder group has agreed not to vote DISH Class A shares owned by them for three years post-merger. This measure aims to ensure that their voting power in DISH Network remains consistent with pre-merger levels.

The merger's completion is contingent on obtaining approval from a majority of the combined voting power of EchoStar Corporation common stock. Similarly, DISH Network's issuance of its common stock in the transaction necessitates approval from a majority of the combined voting power of DISH Network common stock. Notably, the majority shareholder group, holding around 90% and 93% of the combined voting power of DISH Network and EchoStar Corporation respectively, has already approved the merger agreement and the issuance of DISH Network common stock through written consent. No further action from stockholders is required to validate the transaction.

While regulatory approvals and customary closing conditions remain to be addressed, the merger is anticipated to conclude by the end of this year.