DISH Network Corp. (DISH) and EchoStar Corp. (SATS) announced Tuesday they have entered into a definitive agreement for DISH to combine with EchoStar in an all-stock merger at a fixed exchange ratio.
The transaction was negotiated and recommended by Special Committees of Independent Directors of both companies and unanimously approved by the Boards of Directors of both companies.
The deal creates a global connectivity leader with premier wireless, satellite and video distribution capabilities and is expected to generate significant cost and revenue synergies.
Upon closing of the transaction, EchoStar stockholders will receive 2.85 shares of DISH Class A common stock for each share of EchoStar Class A, Class C or Class D common stock and 2.85 shares of DISH Class B common stock for each share of EchoStar Class B common stock they own.
The exchange ratio represents a premium of 12.9% to EchoStar stockholders based on the unaffected 30-day volume weighted average closing stock prices of the two companies on July 5, 2023.
The combined company will be headquartered in Englewood, Colorado. It will go to market worldwide under a suite of proven consumer and business brands, including DISH Wireless, Boost Wireless, Sling TV and DISH TV, as well as EchoStar, Hughes and JUPITER satellite services, HughesON managed services and HughesNet satellite internet.
EchoStar President and CEO Hamid Akhavan will serve as President and CEO of the combined company upon closing of the transaction and Charles Ergen, Board Chairman of both DISH and EchoStar, will serve as Executive Chairman. Erik Carlson will continue to serve as President and CEO of DISH until closing of the transaction, at which time he will depart the business.
The Board of Directors will consist of 11 members: Seven DISH directors, three EchoStar independent directors, and Hamid Akhavan.
Following completion of the merger, existing DISH Network shareholders will own approximately 69% and existing EchoStar Corporation shareholders will own approximately 31% of the common stock of the combined company.
The transaction, which is also subject to regulatory approvals and customary closing conditions, is expected to be completed by year-end. The majority shareholder group of DISH and EchoStar have already approved the deal.
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