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GILAT COMPLETES TENDER OFFER FOR ZAPME! SHARES
Petah Tikva, Israel and San Ramon, Calif., November 15, 2000-Gilat
Satellite Networks Ltd. (Nasdaq: GILTF), a worldwide leader in satellite
networking technology, and ZapMe! Corporation (Nasdaq: IZAP) announce the
successful completion of Gilat's tender offer to acquire up to 51% of the
outstanding shares of ZapMe! for $2.32 per share.
Based upon preliminary results of the tender offer, approximately 16.6
million shares of ZapMe! have been tendered pursuant to the tender offer which
expired at 12:00 Midnight, Eastern Daylight Time, on November 14, 2000. Gilat
intends to accept for payment all shares that have been validly tendered. The
tendered shares, together with the shares of ZapMe! Gilat beneficially owned,
will provide Gilat with ownership of approximately 38% of the outstanding
shares of ZapMe!.
Gilat intends to exercise its option under the tender offer agreement
with ZapMe! and certain principal stockholders of ZapMe!, to purchase
approximately 5.8 million shares from such principal stockholders, at the
tender offer price. The purchase of these additional shares, together with the
shares properly tendered in the offer, will provide Gilat with ownership of 51%
of the outstanding shares of ZapMe!.
About Gilat Satellite Networks Ltd.
Gilat Satellite Networks Ltd., with its global subsidiaries Spacenet
Inc., Gilat Europe and Gilat Florida Inc., is a leading provider of
telecommunications solutions based on VSAT satellite network technology. The
Company provides satellite-based, end-to-end enterprise networking and rural
telephony solutions to customers across six continents, and markets interactive
broadband data services. The Company is a joint venture partner, with Microsoft
Corp., EchoStar Communications Corp. and ING Furman Selz Investments, in
StarBand Communications Inc., America's first consumer, always-on, nationwide,
two-way, high-speed satellite Internet service provider. StarBand is based in
McLean, Va. SkyBlaster(TM), Skystar Advantage(R), SkyWay(TM), DialAway(R) and
FaraWay(TM) are trademarks or registered trademarks of Gilat Satellite Networks
Ltd. or its subsidiaries. Visit Gilat at www.gilat.com and StarBand at
www.starband.com.
About ZapMe! Corporation
Zapme! (Nasdaq:IZAP) through its r)Star Broadband Networks, Inc.
Subsidiary, develops, provides and manages satellite-based networks for
large-scale deployment across corporate enterprises, educational systems, and
user communities of interest. r)Star's core products include remote high-speed
Internet access, data delivery, high-quality video and networking services
distributed through its satellite broadband Internet gateway and bi-directional
solutions. r)Star's technology assures instantaneous, consistent, secure and
reliable delivery of content within the r)Star network.r)Star is located in San
Ramon, CA, and can be reached at 925-327-7117 or at www.rstar.com on the Web.
Important Legal Information
The foregoing is qualified in its entirety by reference to the Tender
Offer Statement on Schedule TO, as amended, filed by Gilat Satellite Networks
Ltd., which contains important information about the tender offer. Investors can
obtain such Tender Offer Statement on Schedule TO, as amended, and other filed
documents, for free from the U.S. Securities and Exchange Commission website
http://www.sec.gov.
Note to Editors: For further detail on the ZapMe! tender offer, please
consult the joint press release issued by Gilat and ZapMe! on October 3, 2000.
Certain statements made herein that are not historical are
forward-looking within the meaning of the Private Securities Litigation Reform
Act of 1955. The words "estimate", "project", "intend", "expect", "believe" and
similar expressions are intended to identify forward-looking statements. These
forward-looking statements involve known and unknown risks and uncertainties.
Many factors could cause the actual results, performance or achievements of
Gilat to be materially different from any future results, performance or
achievements that may be expressed or implied by such forward-looking
statements, including, among others, changes in general economic and business
conditions, inability to maintian market acceptance to Gilat's products,
inability to timely develop and introduce new technologies, products and
applications, rapid changes in the market for Gilat's products, loss of market
share and pressure on prices resulting from competition, introduction of
competing products by other companies, inability to manage growth and expansion,
loss of key OEM partners, inability to attract and retain qualified personnel,
inability to protect the Company's proprietary technology and risks associated
with Gilat's international operations and its location in Israel. For additional
information regarding these and other risks and uncertainties associated with
Gilat's business, reference is made to Gilat's reports filed from time to time
with the Securities and Exchange Commission.
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FOR FURTHER INFORMATION:
GILAT COMPANY CONTACT:
Dianne Vanbeber
Vice President, Investor Relations
Gilat Satellite Networks
McLean, Virginia
703-848-1515
[email protected]
----------------------------
OR
GILAT IR CONTACT
Ruder Finn, Inc.
Magda Gagliano
212-593-6319
[email protected]
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OR
ZAPME! CORPORATION CONTACT:
Juleen Murray
San Ramon, California
925-543-9239
OR
ZAPME! INVESTOR RELATIONS:
Cecilia A. Wilkinson/Juli Crandall
Pondel/Wilkinson Group
310-207-9300
[email protected]
