亚马逊收购Globalstar文件披露三方竞购细节

08.05.26 Who showed up to Globalstar’s party? Last Friday, Amazon filed the draft prospectus for the acquisition of Globalstar which sets out the background of the merger, including details of the process that Globalstar ran in 2025 and early 2026 that resulted in the Amazon deal. Globalstar and Amazon began meeting between March and September 2025 about “a potential strategic collaboration”. Amazon signed an NDA on September 12 and on October 16 submitted an initial price indication of $47.50 per Globalstar share in cash (~$6B). An updated bid of $65 in Amazon stock (or $75 in cash for public shareholders) was submitted on November 12, and then updated to $70 per share in Amazon stock on November 18. Finally on December 1, this was revised to $90 per share in cash or $70 in Amazon stock (later increased to $75), with a maximum of 40% of the consideration in cash, and Globalstar signed an exclusivity agreement on December 6. Although exclusivity expired briefly over the holidays, it was subsequently renewed and extended repeatedly to allow for finalization of the arrangements between Amazon and Apple and the deal was finally announced on April 14. More intriguingly, the prospectus identifies three other unnamed Parties A, B and C, in addition to Amazon, that made formal or informal bids during the process: Party A met with Globalstar “from time to time to discuss, among other things, Globalstar’s business and a potential strategic transaction involving Party A and Globalstar” between February and June 2025, and began due diligence on the company in July, making an initial verbal offer in late August and then a formal share-based offer of $4.3B-$5.7B on October 17 (plus some contingent value rights for “future monetization of certain spectrum licenses”). An updated offer of $65 to $75 per share was submitted on November 12 based on equal parts cash and stock (with the stock valued at Party A’s 60 day VWAP), but Party A declined to raise its offer further on December 4, “including because Party A and Customer [i.e. Apple] had not reached mutual agreement with respect to a post-closing commercial arrangement”. Party B was first contacted by Globalstar’s financial advisers on July 24 and met with Globalstar over the following month to discuss a potential transaction. Party B began due diligence on September 1 and continued through November, submitting a verbal indication of an all-cash deal at $5B-$6B on October 6, followed by a written update on November 14, …