Statement: On Hughes/Echostar Merger
GM/Hughes Statement Regarding Department of Justice Position
On Hughes/Echostar Merger
NEW YORK, Oct. 31 -- The following is a GM/Hughes statement
regarding the Department of Justice's position on the Hughes/Echostar merger:
We are disappointed with both the Department of Justice and Federal
Communications Commission views on this merger. We continue to believe that
this transaction would provide significant benefits to consumers and would be
in the best interest of our shareholders. The merged company would double the
spectrum and offer opportunity for new programming, new services like HDTV and
video-on-demand, and potentially hold the opportunity for residential
broadband.
We will consult with Echostar to jointly determine our next steps.
In connection with the proposed transactions, General Motors Corporation
('GM'), HEC Holdings, Inc. ('Hughes Holdings') and EchoStar Communications
Corporation ('EchoStar') have filed amended preliminary materials with the
Securities and Exchange Commission ('SEC'), including a Registration
Statement of Hughes Holdings on Form S-4 that contains a consent solicitation
statement/information statement/prospectus. These materials are not yet
final and will be further amended. Holders of GM $1-2/3 and GM Class H common
stock are urged to read the definitive versions of these materials, as well as
any other relevant documents filed or that will be filed with the SEC, as they
become available, because these documents contain or will contain
important information. The preliminary materials, the definitive versions of
these materials and other relevant materials (when they become available), and
any other documents filed by GM, Hughes Electronics Corporation ('Hughes'),
Hughes Holdings or EchoStar with the SEC may be obtained for free at the SEC's
website, www.sec.gov , and GM stockholders will receive information at an
appropriate time on how to obtain transaction-related documents for free from
GM.
GM and its directors and executive officers, Hughes and certain of its
officers, and EchoStar and certain of its executive officers may be deemed
to be participants in GM's solicitation of consents from the holders of GM
$1-2/3 common stock and GM Class H common stock in connection with the
proposed transactions. Information regarding the participants and their
interests in the solicitation was filed pursuant to Rule 425 with the SEC by
EchoStar on November 1, 2001 and by each of GM and Hughes on November 16,
2001. Investors may obtain additional information regarding the interests of
the participants by reading the amended preliminary consent solicitation
statement/information statement/prospectus filed with the SEC and the
definitive consent solicitation statement/information statement/prospectus
when it becomes available.
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy, 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. No offering of securities shall be made except by means of
a prospectus meeting the requirements of Section 10 of the Securities Act of
1933, as amended.
Materials included in this document contain 'forward-looking statements'
within the meaning of the Private Securities Litigation Reform Act of
1995. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors that could cause our actual results to be
materially different from historical results or from any future results
expressed or implied by such forward-looking statements. The factors that
could cause actual results of GM, EchoStar, Hughes, or a combined EchoStar and
Hughes, to differ materially, many of which are beyond the control of
EchoStar, Hughes, Hughes Holdings or GM include, but are not limited to, the
following: (1) the businesses of EchoStar and Hughes may not be integrated
successfully or such integration may be more difficult, time-consuming or
costly than expected; (2) expected benefits and synergies from the combination
may not be realized within the expected time frame or at all; (3) revenues
following the transaction may be lower than expected; (4) operating costs,
customer loss and business disruption including, without limitation,
difficulties in maintaining relationships with employees, customers, clients
or suppliers, may be greater than expected following the transaction; (5)
generating the incremental growth in the subscriber base of the
combined company may be more costly or difficult than expected; (6) the
regulatory approvals required for the transaction may not be obtained on
the terms expected or on the anticipated schedule; (7) the effects of
legislative and regulatory changes; (8) an inability to obtain certain
retransmission consents; (9) an inability to retain necessary authorizations
from the FCC; (10) an increase in competition from cable as a result of
digital cable or otherwise, direct broadcast satellite, other satellite system
operators, and other providers of subscription television services; (11) the
introduction of new technologies and competitors into the subscription
television business; (12) changes in labor, programming, equipment and
capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar,
Hughes or GM with the Securities and Exchange Commission. You are urged to
consider statements that include the words 'may,' 'will,' 'would,' 'could,'
'should,' 'believes,' 'estimates,' 'projects,' 'potential,' 'expects,'
'plans,' 'anticipates,' 'intends,' 'continues,' 'forecast,' 'designed,'
'goal,' or the negative of those words or other comparable words to be
uncertain and forward-looking. This cautionary statement applies to all
forward-looking statements included in this document.
SOURCE General Motors Corporation
-0- 10/31/2002 P
/NOTE TO EDITORS: For additional media information, visit
http://media.gm.com ./
/CONTACT: Toni Simonetti of General Motors, +1-212-418-6380; George
Jamison, +1-310-662-9986, or Richard Dore, +1-310-662-9670, both of Hughes/
/Web site: http://media.gm.com /
/Web site: http://www.gm.com /
(GM)
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