Filed
by Rocket Lab Corporation
Pursuant
to Rule 425 Under the Securities Act of 1933
and
deemed filed pursuant to Rule 14a-12
under
the Securities Exchange Act of 1934
Subject
Company: Iridium Communications Inc.
Commission
File No.: 001-33963
Rocket
Lab Corporation Announces Progress on Iridium Acquisition: HSR Period Lapses; Form S-4 Filed; FCC Applications Filed; Capital
Strategy Underway
August
13, 2026
LONG
BEACH, Calif.--(BUSINESS WIRE)—Rocket Lab Corporation (Nasdaq: RKLB) (“Rocket Lab” or the “Company”),
a global leader in launch services and space systems, today announced substantial milestones in connection with its previously
announced proposed acquisition of Iridium Communications Inc. (“Iridium”).
Regulatory
Clearance and Filings
Rocket
Lab announced today that the waiting period under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR”),
in connection with its pending acquisition of Iridium expired at 11:59 p.m., Eastern Time, on August 12, 2026.
Rocket
Lab also today filed its Registration Statement on Form S-4 with the U.S. Securities and Exchange Commission (the “SEC”)
related to the Iridium acquisition to register the Rocket Lab securities to be delivered to Iridium shareholders to satisfy the
equity consideration at the closing of the transaction. The filing of the registration statement represents a substantial step
in the process toward completing the proposed transaction. The registration statement has not yet become effective, and the securities
described in it may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective.
Rocket
Lab further announced that on August 10, 2026, Rocket Lab and Iridium filed with the Federal Communications Commission (“FCC”)
applications seeking its consent to transfer control of Iridium’s licenses and authorizations to Rocket Lab.
Sir
Peter Beck, founder and CEO of Rocket Lab, says: “Filing the Form S-4 and the FCC applications and receiving U.S. antitrust
clearance are all major steps for us in the execution timeline for the Iridium acquisition. These milestones continue to pave
the way toward the completion of this transformative transaction that will position Rocket Lab to accelerate our future into space
applications.”
Capital
Strategy
As
previously reported, in connection with signing the definitive merger agreement to acquire Iridium, Rocket Lab entered into a
commitment letter with Deutsche Bank Securities Inc., Wells Fargo Bank, National Association and Wells Fargo Securities, LLC and
Deutsche Bank AG New York Branch for a 364-day senior secured bridge term loan facility in an aggregate principal amount of $3.6
billion.
The
Company intends to replace the commitments for the bridge facility through a combination of permanent debt and equity financing
sources.
As
part of its financing strategy, Rocket Lab announced today that, together with Iridium, it intends to seek certain amendments
to Iridium’s existing term loan credit facility with an aggregate amount of $1.775 billion outstanding as of June 30, 2026,
which would allow the Iridium facility to remain in place following Rocket Lab’s acquisition, and which would reduce the
Company’s debt commitments correspondingly at much more attractive rates than the bridge facility terms. Such amendments,
if completed, will require the consent of lenders under Iridium’s facility, and there is no assurance at this time that
the Company will obtain such consents.
The
Company also separately announced today a new at the market program that replaces the Company’s May 2026 program and carries
forward the unsold offering amount under that prior program. Amounts raised under the new program are intended to reduce the remaining
commitments under the bridge loan through equity transactions.
About
Rocket Lab
Rocket
Lab (Nasdaq: RKLB) is an end-to-end space company delivering rockets, satellites, and spacecraft components for commercial, government,
and defense missions. Driven by its industry-leading small-lift rockets Electron and HASTE and its upcoming reusable Neutron medium-lift
rocket, Rocket Lab delivers reliable and responsive launch for the world’s most important missions from constellation deployment
to missile defense. Rocket Lab’s satellites and components have powered more than 1,700 missions in Earth orbit, as well
as deep-space exploration of the Moon, Mars, and beyond. Learn more at www.rocketlabcorp.com.
Additional
Information and Where to Find It
This
communication is being made in respect of a proposed transaction involving Rocket Lab Corporation (“Rocket Lab”) and
Iridium Communications Inc. (“Iridium”). In connection with the proposed transaction, Rocket Lab has filed with the
Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 that includes the proxy statement
of Iridium that will also constitute a prospectus of Rocket Lab, but which is not yet effective. When the proxy statement/prospectus
is finalized, it will be sent to the stockholders of Iridium seeking their approval of certain transaction-related proposals.
This communication is not a substitute for the proxy statement/prospectus or any other documents which Rocket Lab or Iridium may
file with the SEC in connection with the proposed transaction.
Rocket
Lab may not sell the common stock referenced in the proxy statement/prospectus until the Registration Statement on Form S-4 filed
with the SEC becomes effective. The preliminary proxy statement/prospectus and this communication are not offers to sell any securities,
are not soliciting an offer to buy any securities in any state where the offer and sale is not permitted and are not a solicitation
of any vote or approval.
ROCKET
LAB AND IRIDIUM URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT ON FORM S-4, THE RELATED PROXY STATEMENT/PROSPECTUS
INCLUDED THEREIN AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors
and security holders will be able to obtain these materials (when they are available and filed) free of charge at the SEC’s
website, www.sec.gov. Copies of documents filed with the SEC by Rocket Lab (when they become available) may be obtained free of
charge on Rocket Lab’s website at https://investors.rocketlabcorp.com/financial-information/sec-filings or by contacting
Rocket Lab’s Investor Relations Department at investors@rocketlabusa.com. Copies of documents filed with the SEC by Iridium
(when they become available) may be obtained free of charge on Iridium’s website at https://investor.iridium.com/sec-filings
by contacting Iridium’s Investor Relations Department at investor.relations@iridium.com.
Participants
in the Solicitation
Robert
H. Niehaus, Louis M. Alterman, Thomas C. Canfield, Matthew J. Desch, Thomas J. Fitzpatrick, L. Anthony Frazier, Suzanne E. McBride,
Eric T. Olson, Kay N. Sears, Monique S. Shivanandan and Jacqueline E. Yeaney, all of whom are members of Iridium’s board
of directors, and Vincent J. O’Neill, Iridium’s chief financial officer, may be considered participants in Iridium’s
solicitation. Information regarding such participants, including their direct or indirect interests, by security holdings or otherwise,
is included in the preliminary proxy statement/prospectus filed with the SEC on August 13, 2026. Rocket Lab may also be deemed
to be a participant in Iridium’s solicitation; information regarding Rocket Lab is included in the preliminary proxy statement/prospectus
filed with the SEC on August 13, 2026. Copies of these documents may be obtained, free of charge, from the SEC or Iridium as described
in the preceding paragraph.
Cautionary
Note Regarding Forward-Looking Statements
This
communication contains “forward-looking statements” within the meaning of the federal securities laws. These forward-looking
statements are based on Rocket Lab’s and Iridium’s current expectations, estimates and projections about the proposed
transaction and the potential benefits thereof, its business and industry, management’s beliefs and certain assumptions
made by Rocket Lab and Iridium, all of which are subject to change. In this context, forward-looking statements often address
expected future events, including future business and financial performance and financial condition. All forward-looking statements
by their nature address matters that involve risks and uncertainties, many of which are beyond our control, and are not guarantees
of future results, such as statements about the consummation of the proposed transaction and the anticipated benefits thereof,
expectations regarding regulatory approvals, and intentions with respect to financing the transaction. These and other forward-looking
statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual
results to differ materially from those expressed or implied in any forward-looking statements. Accordingly, there are or will
be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore,
you should not place undue reliance on any such statements and caution must be exercised in relying on forward-looking statements.
Important risk factors that may cause such a difference include, but are not limited to: (i) the completion of the proposed transaction
on anticipated terms and timing, or at all, including obtaining stockholder and regulatory approvals and satisfying other conditions
to the completion of the transaction; (ii) the occurrence of any event, change or other circumstances that could give rise to
the termination of the merger agreement, including the receipt by Iridium of an unsolicited proposal from a third party; (iii)
failure to realize the anticipated benefits of the proposed transaction on a timely basis or at all, including anticipated tax
treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, the integration of the businesses
of Rocket Lab and Iridium, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business
and management strategies for the management, expansion and growth of Rocket Lab’s and Iridium’s businesses; (iv)
Rocket Lab’s and Iridium’s ability to implement their business strategies; (v) potential litigation relating to the
proposed transaction that could be instituted against Rocket Lab, Iridium or their respective directors, managers, or officers,
including the effects of any outcomes related thereto; (vi) the risk that disruptions from the proposed transaction will harm
Rocket Lab’s or Iridium’s businesses, including current plans and operations, or will otherwise divert management
time from ongoing business operations on transaction-related issues; (vii) the ability of Rocket Lab or Iridium to retain and
hire key personnel; (viii) potential adverse reactions or changes to business relationships resulting from the announcement or
completion of the proposed transaction; (ix) fluctuations in, and uncertainty as to the long-term value of, Rocket Lab or Iridium
common stock (including as relating to the risk that any announcements related to the proposed transaction could have adverse
effects on the market price of such stock); (x) legislative, regulatory and economic developments affecting Rocket Lab’s
and Iridium’s businesses, including actions by government agencies and third parties; (xi) general economic and market developments
and conditions, potential changes to international trade relations, geopolitical conflicts and effects from global pandemics,
epidemics, or other public health crises; (xii) the evolving legal, regulatory and tax regimes under which Rocket Lab and Iridium
operate; (xiii) restrictions during the pendency of the proposed transaction that may impact Rocket Lab’s or Iridium’s
ability to pursue certain business opportunities or strategic transactions; (xiv) unexpected costs, charges or expenses resulting
from the proposed transaction; (xv) risks that any debt or other financing anticipated in connection with the proposed transaction
is not obtained or that such financing cannot be obtained on the anticipated timing or terms or unexpected costs or expenses in
connection therewith; and (xvi) the other risks and uncertainties, as described in the periodic reports that Rocket Lab and Iridium
file with the SEC. These risks, as well as other risks associated with the proposed transaction, are more fully discussed in the
proxy statement/prospectus to be filed with the SEC in connection with the proposed transaction. Neither Rocket Lab nor Iridium
assumes any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new
information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other
applicable laws. Forward-looking statements included in this communication are made as of the date of this communication.
