Motient to Control Mobile Satellite Ventures and TerreStar Network

LINCOLNSHIRE, Ill., and RESTON, Va., Sept. 23, 2005/Satnews Daily/ — Motient Corp. (Pink Sheets: MNCP) has executed a letter of intent with SkyTerra Communications Inc. (BULLETIN BOARD: SKYT) and TMI Communications & Company, among others, to consolidate the ownership of MSV and TerreStar Networks Inc. within Motient.

The companies said the agreement, if consummated, will simplify the ownership and governance of each of MSV and TerreStar, and allow each of them to pursue more effectively their deployment of separate hybrid satellite and terrestrial based communications networks that will provide wireless coverage across all of North America in the L-band and S-band.

Christopher Downie, COO of Motient said the companies are taking these steps to simplify the ownership structure of their assets and improve their ability to build value for shareholders. “We believe that this transaction positions Motient's shareholders into a more direct and immediate ownership position of MSV and TerreStar, and brings with it significant resulting benefits,” he said.

Under the letter of intent, Motient would issue or commit to issue approximately 77 million shares of common stock in exchange for the outstanding MSV interests not already owned by Motient, and approximately 16 million shares for the outstanding TerreStar shares not already owned by Motient. All of the outstanding MSV and TerreStar interests not already owned by Motient, other than those held by TMI, would then be transferred to Motient at closing.

TMI would also receive the right to exchange its interests in MSV and TerreStar at any time at the same exchange ratios that are being offered to the other shareholders and would subscribe for shares of a new class of Motient preferred stock with nominal economic value but having voting rights in Motient equivalent to those TMI would receive upon exchange of its MSV and TerreStar interests for Motient common stock.

Under the LOI the boards of Motient and MSV would be reconstituted with nine members mutually acceptable to the parties. TerreStar would have a similarly structured board after the completion of the transaction, separate of Motient and MSV.

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