Filed by New ICO Global Communications Holdings Ltd.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Companies: ICO-Teledesic Global Limited,
Teledesic Corporation
Commission File No. 333-46230-1
We urge you to read the Prospectus filed by New ICO Global Communications
Holdings with the Securities Exchange Commission on September 20, 2000, as part
of a Registration Statement on Form S-4 because it contains important
information. The Prospectus will be sent to stockholders of New ICO,
ICO-Teledesic Global Limited and Teledesic Corporation in connection with the
solicitation of their approval of the proposed mergers of ICO-Teledesic Global
Limited with New ICO and Teledesic Corporation with a subsidiary of New ICO.
You may obtain a free copy of the Registration Statement on Form S-4 (File No.
333-46230-1) and other documents filed by the companies with the Commission at
the Commission's web site at www.sec.gov. The Registration Statement may also be
obtained from the Commission's public reference room located at 450 Fifth
Street, NW, Washington, D.C. 20549 or at one of the Commission's other public
reference rooms in New York, New York and Chicago, Illinois. Please call the SEC
at 1-800-SEC-0330 for further information on the public reference rooms. The
Registration Statement may also be obtained from New ICO by contacting New ICO
Global Communications Holdings Ltd., Broadband Center, 1445 120th Avenue, NE,
Bellevue, WA 98005, Attention: Barbara Worlein.
New ICO fast facts
The company
New ICO, formerly ICO Global Communications, is developing a medium-Earth-orbit
satellite system designed to supply affordable communications services to both
mobile and fixed users around the world. Building on the mobile voice
capabilities of its existing design, New ICO will offer a family of satellite
wireless services, including wireless Internet and other packet-data services.
The company will serve a broad range of markets, including vertical industries
such as maritime and oil and gas; governmental agencies; individual consumers;
and small and medium-sized businesses that lack adequate broadband or voice
services. New ICO is a private company based in London.
Timeline
January 1995 Company founded as ICO Global Communications
October 1995 Hughes Space and Communications contracted to develop and build
satellites
December 1995 Hughes contracted to supply satellite launch services
May 1996 NEC Corporation of Japan wins ICONET contract
November 1996 Satellite launch providers selected .August 1999 Company enters
Chapter 11 protection
May 2000 New ICO emerges from Chapter 11 after Craig McCaw leads a group
of international investors to provide $1.2 billion to acquire
the company
2003 Service launch target
Principal shareholders/industrial partners
The controlling shareholder in New ICO is ICO-Teledesic Global Limited, a
holding company that controls the satellite interests of cellular communications
pioneer Craig McCaw's private investment company, Eagle River Investments LLC.
Leading industrial partners of New ICO include Hughes Space and Communications,
NEC Corporation of Japan, Hughes Network Systems and Ericsson. ICO's founding
shareholders and distribution partners include Korea Telecom of South Korea,
SingTel of Singapore, VSNL of India, T-Mobil of Germany, KPN of The Netherlands,
British Telecom of the United Kingdom, Telkom Kenya, MTC of Kuwait and Telecom
Mexico, among others.
Customers
New ICO's products and services are expected to appeal to a broad range of
market segments, including the maritime and transportation industries;
governments and international organisations; individuals and businesses in
remote locations; and the oil and gas, heavy construction, utility, mining and
agricultural industries. ICO will sell directly to some of its customers and
aims to reach the rest via satellite communications distributors, cellular
network operators, user equipment manufacturers, system integrators and
value-added resellers.
Network capacity
The New ICO network will have the capacity to serve millions of global voice and
data users. User equipment New ICO user equipment is expected to be smaller,
lighter and cheaper than that developed for other mobile satellite systems. Upon
full deployment, customers should be able to access handheld mobile services by
using an accessory to adapt a standard mobile phone for satellite
communications. New ICO also intends to make a range of user equipment available
for maritime, vehicular, remote corporate and other specialised applications.
Cost
Prior to entering Chapter 11 protection, ICO Global Communications raised $3.1
billion. Craig McCaw and a group of U.S. and international investors provided
$1.2 billion to acquire the New ICO business.
Regulatory approval
New ICO is in the process of obtaining approvals from national and international
regulatory authorities covering operation of the system and service provision.
The company will benefit from the ITU's GMPCS Memorandum of Understanding, which
facilitates the use of satellite phones and their carriage across national
borders.
Frequencies
The New ICO system will use the 2 GHz band for user-to-satellite (service) links
and 5/7 GHz for satellite-to-Earth station (feeder) links.
Satellites
10 operational in medium Earth orbit, plus two in-orbit spares.
Headquarters
New ICO is based in London with offices in Washington, D.C.; Miami; Singapore;
Beijing; Mumbai, India; Dubai; Moscow; Istanbul, Turkey; and Pretoria, South
Africa.
Frequently asked questions
New ICO emerges from bankruptcy protection
Why did Craig McCaw acquire a controlling interest in New ICO?
A hallmark of Craig McCaw is that he often sees opportunity where others do not.
With New ICO's global, mobile voice and data satellite communications services,
he saw a tremendous technology, a flexible system design, a network of strong
international partners and a capable team of people that together can deliver on
the promise of global mobile telecommunications services.
Is New ICO now a private company?
Yes. New ICO, which was formerly known as ICO Global Communications, became a
private company following its emergence from Chapter 11 bankruptcy protection on
May 17.
Where will New ICO's headquarters be located?
New ICO's headquarters will remain
in London.
What are New ICO's service offerings?
New ICO will offer mobile voice and a family of satellite wireless services that
includes wireless Internet and other packet-data services. New ICO's vision
places a large emphasis on data applications, recognising that demand for data
services and wireless Internet access is exploding - and will only continue to
grow in the future.
How have you changed New ICO to provide these new service offerings?
Once Craig McCaw announced plans to acquire a controlling interest in ICO on
November 1, 1999, Teledesic representatives worked closely with ICO and its
industrial partners Hughes Space and Communications, Hughes Network Systems, NEC
and Ericsson to upgrade large portions of the New ICO ground network. The
improvements will enhance the quality of the voice service and enable New ICO to
provide high-speed Internet services through its constellation of 10
medium-Earth-orbit satellites and two in-orbit spares.
What markets will New ICO target?
A broad range of markets, including the maritime, aviation, oil and gas,
transportation, and construction industries; government agencies; individual
consumers; and small and medium-sized businesses that lack adequate broadband or
voice services.
When will New ICO launch its next satellite?
The launch schedule has not been finalised. We will disclose additional details
on launch as soon as they become available.
When will New ICO services be available?
Service is expected to start in 2003.
What is the relationship between New ICO and Teledesic?
Craig McCaw has proposed a plan to have New ICO and Teledesic join forces to
create a global provider of wireless Internet-in-the-Sky(R) satellite
communications services. New ICO is proposing to merge into ICO-Teledesic Global
Limited, a holding company that controls the satellite assets of Craig McCaw and
his private investment company Eagle River Investments LLC. As a result of New
ICO's just-completed reorganisation plan, ICO-Teledesic Global is the
controlling shareholder in New ICO. This proposal is subject to approval by the
New ICO shareholders and various regulatory authorities. The mergers of
Teledesic and New ICO into ICO-Teledesic Global has been approved by the boards
of directors of ICO-Teledesic Global, Teledesic and New ICO. Under the proposal,
New ICO and Teledesic would become wholly owned subsidiaries of ICO-Teledesic
Global.
Why is Craig McCaw proposing to bring New ICO and Teledesic together into
ICO-Teledesic Global?
In proposing to bring New ICO and Teledesic together,
telecommunications pioneer Craig McCaw sees an opportunity to build a global
provider of wireless Internet-in-the-Sky(R) satellite communications services.
If the merger is completed, ICO-Teledesic Global will be well positioned for the
future with a combination of New ICO's wireless Internet and quality voice
services and Teledesic's broadband services.
Does this mean that New ICO and Teledesic would be combined operationally?
No. ICO-Teledesic Global is a holding company. New ICO and Teledesic would be
wholly owned subsidiaries of ICO-Teledesic Global.
When will shares be publicly traded?
Initially, shares of New ICO will not be publicly traded. Under New ICO's plan
of reorganisation, New ICO undertook to use its reasonable best efforts to list
its shares on a national stock exchange or NASDAQ by March 31 2001.
Is Indian entrepreneur Subhash Chandra involved in New ICO?
Mr. Chandra is an investor in ICO-Teledesic Global.
Will New ICO impact the Teledesic system design?
Teledesic is looking to take advantage of the work being done by New ICO and is
examining how the respective business plans of the two companies might support
each other. Along those lines, Teledesic is in the process of evaluating its
system to better align it with the New ICO infrastructure and to improve its
cost and schedule targets.
Will Teledesic's service date change as a result of Craig McCaw's investments in
ICO?
Teledesic will look at its plans with a fresh eye to see if there are ways to
take advantage of the work being done by New ICO. Currently, Teledesic's target
service date is 2005.
ICO-Teledesic Global - quick facts and frequently asked questions
The company
ICO-Teledesic Global will be a global provider of wireless
Internet-in-the-Sky(R) satellite communications services, including Internet
Protocol-based mobile and fixed broadband services.
Services
Building on its core capabilities of high-quality, mobile voice services, New
ICO will also offer a family of satellite wireless services, including wireless
Internet and other packet-data services. Teledesic will deliver broadband data
and value-added services over a global network optimised for the Internet
Protocol.
Principal Shareholders
Investors in ICO-Teledesic Global include Eagle River Investments LLC, Craig
McCaw's private investment firm; a fund managed by leading equity investor
Clayton, Dubilier & Rice Inc.; Microsoft Chairman Bill Gates; Indian media
entrepreneur Subhash Chandra; and Burtington Resources Inc., a private
investment vehicle of Swiss investors Jack and Philippe Setton.
Merger Plans
ICO-Teledesic Global has proposed mergers of New ICO and Teledesic with
ICO-Teledesic Global. The merger of London-based New ICO into ICO-Teledesic
Global is subject to approval by the New ICO shareholders as well as regulatory
authorities. The boards of directors of ICO-Teledesic Global, Teledesic and New
ICO have already approved the mergers of Teledesic and New ICO into
ICO-Teledesic Global. The Teledesic merger in ICO-Teledesic Global also remains
subject to shareholder and regulatory approvals. Once the mergers are completed,
New ICO and Teledesic will be wholly owned subsidiaries of ICO-Teledesic Global.
New ICO Background
New ICO, a private company, acquired the assets of ICO Global Communications
(Holdings) Limited, which was established in January 1995 to provide global
mobile personal communications services by satellite. The business was renamed
New ICO following the successful $1.2 billion ((pound)804 million) McCaw-led
acquisition of the ICO group, which was completed in May 2000. New ICO
(pronounced "EYE-co") is based in London with offices in Washington, D.C.;
Miami; Singapore; Beijing, China; Mumbai, India; Dubai, United Arab Emirates;
Moscow, Russia; Istanbul, Turkey; and Pretoria, South Africa. New ICO will begin
offering its services worldwide in 2003
Teledesic Background
Telecommunications pioneer Craig McCaw and Microsoft founder Bill Gates are
Teledesic's primary founding investors. Strategic investors also include
Motorola, Saudi Prince Alwaleed Bin Talal, The Boeing Company and The Abu Dhabi
Investment Company. Teledesic is the first licensed satellite communications
network that will enable affordable, worldwide access to advanced
telecommunications services such as computer networking, broadband Internet
access and interactive multimedia. Teledesic (pronounced "tel-eh-DEH-sic") is
based in Bellevue, a suburb of Seattle, Washington, with offices in Brussels,
Belgium; London, United Kingdom; Madrid, Spain; Munich, Germany; Ottawa, Canada;
Riyadh, Saudi Arabia; and Washington, D.C. Its target service date is 2005.
Employees
About 350 worldwide, including New ICO and Teledesic employees.
Timeline
February 9, 2000 ICO-Teledesic Global founded.
May 17, 2000 ICO-Teledesic Global becomes controlling shareholder
in New ICO as Craig McCaw leads a successful $1.2
billion ((pound)804 million) acquisition of the company.
The finance includes a $500 million investment by
Eagle River Investments LLC, McCaw's private
investment company. Plans are announced to merge New
ICO and Teledesic into ICO-Teledesic Global.
July 11, 2000 ICO-Teledesic Global announces new investment
agreements totalling $450 million from Clayton,
Dubilier & Rice Inc., a leading private equity
investor ($150 million, plus an option to invest up
to an additional $200 million at a later date); and
Bill Gates, chairman and chief software architect of
Microsoft Corporation ($100 million).
July 24, 2000 Wireless and data communications veteran Greg Clarke
joins company as chief executive officer.
Teledesic - quick facts and frequently asked questions
The company
Teledesic is building a global, broadband Internet-in-the-Sky(R) network. Using
advanced satellite technology, Teledesic and its partners are creating the
world's first network to provide affordable, worldwide, "fibre-like" access to
telecommunications services such as computer networking, broadband Internet
access, interactive multimedia and high-quality voice. On Day One of service,
Teledesic will enable broadband connectivity for businesses, schools and
individuals everywhere on the planet. The Teledesic Network will accelerate the
spread of knowledge throughout the world and facilitate improvements in
education, health care and other crucial global issues. Teledesic is a private
company based in Bellevue, Washington, a suburb of Seattle.
Timeline
1990 Company founded
1994 Initial system design completed; Federal Communications Commission
application filed
1997 FCC licence granted; World Radio Conference designates
necessary international spectrum for service
1998 Motorola joins effort to build the Teledesic Network
1999 Teledesic signs major launch contract with Lockheed Martin
2005 Service targeted to begin
Principal shareholders/industrial partners
Teledesic represents the vision of telecommunications pioneer Craig McCaw, the
company's chairman. Teledesic's primary investors are McCaw, Bill Gates,
Motorola, Saudi Prince Alwaleed Bin Talal, the Abu Dhabi Investment Company and
Boeing. Motorola, one of the world's premier communications equipment
manufacturers, leads the international industrial team that will develop and
deploy the Teledesic Network.
Customers
Teledesic will develop alliances with service partners in countries worldwide,
enabling service providers to extend their networks, both in terms of geographic
scope and in the kinds of services they can offer. Teledesic will also market
services directly to select customers.
Network capacity
The Teledesic Network is designed to support millions of simultaneous users.
Multiple manufacturers will offer a family of user equipment to access the
network. Using "standard" user equipment, most users will have two-way
connections that provide up to 64 mbps on the downlink and up to 2 mbps on the
uplink. Higher-speed terminals will offer 64 mbps or greater of two-way
capacity. Sixty-four mbps represents access speeds more than 2,000 times faster
than today's standard analogue modems.
User equipment
The Teledesic Network's low orbit eliminates the long signal delays normally
experienced in satellite communications and enables the use of small, low-power
user equipment to send and receive data. The fixed user equipment will mount on
a rooftop and connect inside to a computer network or PC.
Cost
End-user rates will be set by service providers, but Teledesic expects rates to
be comparable to those of future urban wireline options for broadband service.
Regulatory approval
Teledesic has cleared major regulatory hurdles. In November 1997, the
International Telecommunication Union's World Radiocommunication Conference
finalised its designation of international radio spectrum for use by
non-geostationary fixed satellite services, such as those Teledesic will
provide. In March 1997, the U.S. Federal Communications Commission granted
Teledesic its licence.
Frequencies
Teledesic will operate in the high-frequency Ka-band of the radio spectrum
(28.6 - 29.1 GHz uplink and 18.8 - 19.3 GHz downlink)
Headquarters
Bellevue, Washington. Additional offices in Brussels, Belgium; London, United
Kingdom; Madrid, Spain; Munich, Germany; Ottawa, Canada; Riyadh, Saudi Arabia;
and Washington, D.C.
Ends.
