Form 425 - Prospectuses and communications, business combinations
Filed by EchoStar Corporation (Commission File
Pursuant to Rule 425 of the Securities Act
Subject Company: DISH Network Corporation (Commission
File No. 001-39144)
To: All Employees
From: The Desk of Hamid Akhavan
October 3, 2023
Subject: Merger of EchoStar and DISH
I am pleased to share with you that our pending merger with DISH is
progressing well. Yesterday, EchoStar and DISH amended their merger agreement to change the legal structure of the merger. Now, instead
of EchoStar merging into a DISH subsidiary, DISH will merge into an EchoStar subsidiary. This does not change our plans for how we will
operate the combined business, but it will create greater financial and operational flexibility for the combined company.
As a result of this change, EchoStar shares will no longer be converted
into DISH shares. Instead, DISH shares will convert to EchoStar shares at a rate of 0.350877 shares of EchoStar for each share of DISH.
This preserves the economics of the original merger plan, and it is still expected that, at closing, DISH shareholders will own approximately
69% of the combined company and EchoStar shareholders will own approximately 31%. The executive leadership and board structure will remain
as initially announced.
DISH and EchoStar will continue to operate as independent public companies
until the merger closes, which we expect will occur as soon as the end of this year.
We expect that the combined company will offer a broad suite of services,
using a superior portfolio of technology, spectrum, engineering, manufacturing, and network management expertise.
you have questions, or if you receive questions about this news, please pass those to CorpComms@EchoStar.com.
I thank you all for your continued dedication and commitment.
* * *
This document contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995, the accuracy of which are necessarily subject to risks, uncertainties, and assumptions
as to future events that may not prove to be accurate. These statements are neither promises nor guarantees but are subject to a variety
of risks and uncertainties, many of which are beyond EchoStar’s and DISH’s control, which could cause actual results to differ
materially from those contemplated in these forward-looking statements. Existing and prospective investors are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the date hereof. Factors that could cause actual results to
differ materially from those expressed or implied include the factors discussed under the section entitled “Risk Factors”
of EchoStar’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC, and under the
section entitled “Risk Factors” of DISH’s Annual Report on Form 10-K for the fiscal year ended December 31,
2022 and the parties’ subsequent reports, filed with the SEC. EchoStar and DISH undertake no obligation to update or supplement
any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law. These
factors include, without limitation: the occurrence of any event, change or other circumstance that could give rise to the termination
of the Amended Merger Agreement between EchoStar and DISH; the effect of the announcement of the proposed transaction on the ability
of EchoStar and DISH to operate their respective businesses and retain and hire key personnel and to maintain favorable business relationships;
the timing of the proposed transaction; the ability to satisfy closing conditions to the completion of the proposed transaction; EchoStar’s
and DISH’s ability to achieve the anticipated benefits from the proposed transaction; other risks related to the completion of
the proposed transaction and actions related thereto; risk factors related to the current economic and business environment; significant
transaction costs and/or unknown liabilities; risk factors related to pandemics or other health crises; risk factors related to funding
strategies and capital structure; and risk factors related to the market price for EchoStar’s and DISH’s respective common
These risks, as well as other risks related to the proposed transaction,
will be included in the registration statement on Form S-4 that will include as a prospectus a joint information statement of the
type contemplated by Rule 14c-2 of the Exchange Act, and be filed with the SEC in connection with the proposed transaction. While
the list of factors presented here is, and the list of factors to be presented in the registration statement on Form S-4 and the
joint information statement are, considered representative, no such list should be considered to be a complete statement of all potential
risks and uncertainties. For additional information about other factors that could cause actual results to differ materially from those
described in the forward-looking statements, please refer to EchoStar’s and DISH’s respective periodic reports and other
filings with the SEC, including the risk factors identified in each of EchoStar’s and DISH’s most recent Quarterly Reports
on Form 10-Q and Annual Reports on Form 10-K. The forward-looking statements included in this communication are made only as
of the date hereof. Neither EchoStar nor DISH undertakes any obligation to update any forward-looking statements to reflect subsequent
events or circumstances, except as required by law.
No Offer or Solicitation
This communication is not intended to and shall not constitute an
offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, 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.
Additional Information about the Transaction and Where to Find
In connection with the proposed transaction, EchoStar and DISH intend
to prepare a joint information statement for their respective stockholders containing the information with respect to the proposed transaction
contemplated by Rule 14c-2 of the Exchange Act and describing the proposed transaction. EchoStar intends to file with the SEC a
registration statement on Form S-4 that will include the joint information statement. Each of EchoStar and DISH may also file other
relevant documents with the SEC regarding the proposed transaction. This document is not a substitute for the registration statement,
the joint information statement or any other document that EchoStar or DISH may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THE REGISTRATION STATEMENT, THE JOINT INFORMATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH
THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE
BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able
to obtain free copies of the registration statement and the joint information statement (if and when available) and other documents containing
important information about EchoStar, DISH and the proposed transaction, once such documents are filed with the SEC through the website
maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by EchoStar will be available free of charge
on its website at https://ir.echostar.com/. Copies of the documents filed with the SEC by DISH will be available free of charge on its
website at https://ir.dish.com/.
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