Filed by Motient Corporation
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Rare Medium Group, Inc.
Motient Corporation and Rare Medium Group, Inc.
Commission File No. 0-13865
Caution Concerning Forward-Looking Statements
The press release includes certain "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995, including
statements regarding the timing of the Motient stockholder meeting to approve
the reverse stock split, the liquidity, marketability and overall perception of
Motient stock, and the consummation and timing of the proposed merger between
Motient and Rare Medium Group, Inc.
These statements are based on management's current expectations and are subject
to uncertainty and changes in circumstances. Actual results may differ
materially from these expectations due to disapproval by stockholders of the
proposed reverse stock split, changes in global economic, business, competitive
market and regulatory factors, financial markets, the failure of the proposed
transaction described above to be completed for any reason or the parties being
unable to recognize the benefits of the transaction. More detailed information
about those factors is contained in Motient's and Rare Medium's filings with the
Securities and Exchange Commission, including Motient's registration statement
on form S-4 (File No. 333-63826), Motient's annual report on Form 10K for the
year ended December 31, 2000, and Motient's quarterly report on Form 10-Q for
the quarter ended June 30, 2001.
Motient and Rare Medium have filed a joint proxy statement/prospectus and will
be filing other relevant documents concerning the proposed transaction with the
SEC. INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ON THE PROPOSED TRANSACTION. Investors are able to obtain the
documents free of charge at the SEC's website (www.sec.gov). In addition,
documents filed with the SEC by Motient or Rare Medium with respect to the
proposed transaction may be obtained free of charge by contacting Rare Medium
Group, Inc., 565 Fifth Avenue, New York, New York 10017, Attention: Investor
Relations (tel.: 212-883-6940) or Motient Corporation, 10802 Parkridge Blvd,
Reston, VA, 20191. INVESTORS SHOULD READ THE JOINT PROXY STATEMENT/PROSPECTUS
CAREFULLY BEFORE MAKING ANY VOTING OR INVESTMENT DECISION.
Motient and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from Motient stockholders. The
directors and executive officers of Motient include: Gary Parsons, Walter
Purnell, Jack Shaw, Billy Parrot, Andrew Quartner, Jonelle St. John, W. Bartlett
Snell, David H. Engvall, and Dennis Matheson. Collectively, as of June 25, 2001,
the directors and executive officers of Motient beneficially owned approximately
2.65% of the outstanding shares of the company's common stock. Stockholders may
obtain additional information regarding the interests of such participants in
the proposed merger by reading the joint proxy statement/prospectus when it
becomes available.
FOR IMMEDIATE RELEASE
Contact: Eric Swank David Wonderling
Vice President, Corporate Planning Manager, Public Relations
and Investor Relations (703) 716-6375
(703) 758-6121 david.wonderling@motient.com
eric.swank@motient.com
MOTIENT CORPORATION ANNOUNCES REVERSE STOCK SPLIT
COINCIDENTAL WITH THE CLOSING OF THE RARE MEDIUM MERGER
Proposal before shareholders as part of upcoming vote on Rare Medium merger
RESTON, VA. - August 15, 2001 -- Motient Corporation (NASDAQ:MTNT) announced
today that its Board of Directors has approved a 1-for-10 reverse split of the
Company's outstanding common stock, subject to shareholder approval. The reverse
split will be implemented coincident with the Rare Medium merger and is intended
to also enable the Company to meet NASDAQ listing requirements and increase its
marketability to investors.
"The reverse share split is part of a series of actions, including the Rare
Medium merger, which we are taking to improve our balance sheet and put the
company on an improved financial footing going forward," stated Walter V.
Purnell, Jr., president and CEO of Motient. Purnell added, "Given the recent
pressure on our share price and in the best interest of our shareholders, we
felt that a reverse share split was prudent to help improve the liquidity and
marketability of Motient."
The reverse stock split will be voted on by shareholders at the special
shareholder's meeting on the Rare Medium merger, which is expected to be
scheduled for late September.
Upon the effectiveness of the reverse stock split, 10 shares of common stock
will be converted and reclassified as one share of post-split common stock, and
each existing stock certificate will represent one-tenth the number of shares
shown thereon. Cash will be paid in lieu of fractional shares.
Motient also commented that a reverse stock split will not have an impact on the
value of its pending acquisition of Rare Medium; however, upon the effectiveness
of a reverse stock split, the terms of Motient's Series A preferred stock to be
issued in the merger would be equitably adjusted to reflect the reverse stock
split.
About Motient Corporation
Motient (www.motient.com) owns and operates an integrated terrestrial/satellite
network and provides a wide range of two-way mobile and Internet communications
services principally to business-to-business customers and enterprises. The
company provides eLinkSM and BlackBerryTM by Motient two-way wireless email
service to customers accessing email through corporate servers, Internet Service
Provider (ISP) and Mail Service Provider (MSP) accounts, and paging network
suppliers. Motient serves a variety of markets including mobile professionals,
telemetry, transportation, field service, and nationwide voice dispatch offering
coverage to all 50 states, Puerto Rico, the U.S. Virgin Islands, and thousands
of miles of U. S. coastal waters.
###
eLink is a service mark of Motient Corporation. The BlackBerry and RIM families
of related marks, images and symbols are the exclusive properties of, and
trademarks of Research In Motion Limited and are used by permission. "BlackBerry
by Motient" - used by permission.
This press release includes certain "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995, including
statements regarding the timing of the Motient stockholder meeting to approve
the reverse stock split, the liquidity, marketability and overall perception
Motient stock, and the consummation and timing of the proposed merger between
Motient and Rare Medium Group, Inc. These statements are based on management's
current expectations and are subject to uncertainty and changes in
circumstances. Actual results may differ materially from these expectations due
to disapproval by stockholders of the proposed reverse stock split, changes in
global economic, business, competitive market and regulatory factors, financial
markets, the failure of the proposed merger to be completed or the parties being
unable to recognize the benefits of the transaction. More detailed information
about those factors is contained in Motient's filings with the Securities and
Exchange Commission, including Motient's registration statement on Form S-4
(File No. 333-63826), Motient's annual report on Form 10-K for the year ended
December 31, 2000, and Motient's quarterly report on Form 10-Q for the quarter
ended June 30, 2001.
Motient and Rare Medium have filed a joint proxy statement/prospectus and will
be filing other relevant documents concerning the proposed transaction with the
SEC. INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ON THE PROPOSED TRANSACTION. Investors are able to obtain the
documents free of charge at the SEC's website (www.sec.gov). In addition,
documents filed with the SEC by Motient or Rare Medium with respect to the
proposed transaction may be obtained free of charge by contacting Rare Medium
Group, Inc., 565 Fifth Avenue, New York, New York 10017, Attention: Investor
Relations (tel.: 212-883-6940) or Motient Corporation, 10802 Parkridge Blvd,
Reston, VA, 20191. INVESTORS SHOULD READ THE JOINT PROXY STATEMENT/PROSPECTUS
CAREFULLY BEFORE MAKING ANY VOTING OR INVESTMENT DECISION.
Motient and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from Motient stockholders. The
directors and executive officers of Motient include: Gary Parsons, Walter
Purnell, Jack Shaw, Billy Parrot, Andrew Quartner, Jonelle St. John, W. Bartlett
Snell, David H. Engvall, and Dennis Matheson. Collectively, as of June 25, 2001,
the directors and executive officers of Motient beneficially owned approximately
2.65% of the outstanding shares of the company's common stock. Stockholders may
obtain additional information regarding the interests of such participants in
the proposed merger by reading the joint proxy statement/prospectus when it
becomes available.