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Merger communication
✓ VerifiedIridium issued supplemental proxy disclosures to moot three stockholder lawsuits over its $54.00-per-share merger with Rocket Lab, ahead of the September 24, 2026 special meeting.
Filed Sep 18, 2026 · 12:26 ET
Summary
- Iridium filed supplemental disclosures to its August 26, 2026 definitive proxy statement covering the merger with Rocket Lab Corporation under the Merger Agreement dated June 28, 2026.
- Three lawsuits by purported stockholders were filed in the Supreme Court of the State of New York (Index Nos. 655039/2026, 655037/2026, and 626928/2026) alleging disclosure deficiencies and seeking to enjoin the merger, and the company also received demand letters.
- The special meeting of stockholders is scheduled for September 24, 2026 at 8:30 a.m. Eastern Time, with a record date of August 21, 2026, and Iridium expects to complete the Mergers in mid-2027.
- The supplemental disclosures add detail to Evercore's financial analyses, including a selected precedent transactions TEV/LTM Adjusted EBITDA range of 10.0x to 14.0x applied to LTM Adjusted OEBITDA of approximately $527 million.
- Evercore's discounted cash flow analysis used perpetuity growth rates of 2.5% to 3.5% and discount rates of 9.0% to 10.0%, indicating implied equity values of $29.97 to $45.54 per Iridium share against the $54.00 merger consideration.
- The company states the claims are without merit and made the disclosures voluntarily to avoid delay to the special meeting.
Key facts
- Merger consideration
- $54.00 per share
From the filing for Merger consideration
“the implied value of the Merger Consideration of $54.00 per share of Iridium Common Stock”
- Special meeting date
- September 24, 2026
From the filing for Special meeting date
“The Special Meeting is scheduled to be held on September 24, 2026, beginning at 8:30 a.m. Eastern Time.”
- Record date
- August 21, 2026
From the filing for Record date
“Iridium's stockholders of record as of the close of business on August 21, 2026 will be eligible to vote at the Special Meeting.”
- Expected closing
- mid-2027
From the filing for Expected closing
“Iridium expects to complete the Mergers in mid-2027”
- Number of lawsuits
- three lawsuits
From the filing for Number of lawsuits
“three lawsuits relating to the Mergers (collectively, the "Lawsuits") have been filed in the Supreme Court of the State of New York”
- Iridium LTM Adjusted OEBITDA
- approximately $527 million
From the filing for Iridium LTM Adjusted OEBITDA
“Iridium's estimated LTM Adjusted OEBITDA as of June 30, 2026 of approximately $527 million”
- Iridium net debt
- approximately $2,102 million
From the filing for Iridium net debt
“Iridium's estimated net debt as of June 30, 2026 of approximately $2,102 million”
- DCF implied equity value range
- $29.97 to $45.54
From the filing for DCF implied equity value range
“this analysis indicated a range of implied equity values per Iridium Common Stock of $29.97 to $45.54”
Why it mattersThe supplemental disclosures resolve stockholder litigation risk that sought to enjoin the Rocket Lab merger before the September 24, 2026 vote. They also reveal Evercore's valuation ranges underpinning the $54.00-per-share deal price.
- Filed
- Sep 18, 2026
- Accepted
- 2026-09-18 16:26Z
- Accession no.
- 0000950103-26-014201
- Size
- 50 KB
- Index
- Filing index