Amazon and Globalstar have executed a definitive merger agreement under which Amazon will acquire the satellite operator to integrate Direct-to-Device (D2D) capabilities into the Amazon Leo network. The transaction structure provides Globalstar stockholders a choice of $90 in cash or 0.3210 shares of Amazon common stock (capped at a value of $90). A proration mechanism restricts aggregate cash elections to 40% of total shares, with any excess cash consideration automatically converting to stock on a pro-rata basis. Notably, the total consideration is subject to a downward adjustment of up to $110 million contingent upon the target’s achievement of specific operational milestones.
The deal is anchored by a Schedule 14C information statement and an Amazon Form S-4 registration. Stockholders representing 58% of the combined voting power of Globalstar’s outstanding common stock have already approved the transaction by written consent, bypassing the requirement for a stockholder meeting. Closing, anticipated in 2027, remains subject to customary conditions, including the receipt of regulatory approvals and Globalstar’s attainment of technical milestones related to its HIBLEO-4 replacement satellites.
Simultaneous with the merger, Amazon and Apple have signed an agreement to transition Apple’s satellite-enabled emergency and messaging features to the Amazon Leo infrastructure. This contractual shift utilizes Globalstar’s existing Mobile Satellite Services (MSS) spectrum licenses and global authorizations. The merger represents a significant consolidation of globally harmonized spectrum, positioning the combined entity to deliver high-capacity D2D connectivity while inheriting the existing contractual obligations and manufacturing timelines currently managed by MDA Space.
