Hughes Telematics

Merger Information and Investor Update

January 06, 2009

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Hughes Telematics to Combine with Polaris Acquisition Corp. in an All-Stock Deal Valued at Approximately $700 Million

  • Combined Company at Forefront of the Expanding Telematics Industry
  • Apollo and Management to Maintain Stake, Agrees to Two-Year Lock-up
  • Access to Public Markets Expected to Accelerate Expansion Opportunities

New York, NY – June 16, 2008 – Hughes Telematics, Inc., a leader in the high growth telematics industry, and Polaris Acquisition Corp., a Special Purpose Acquisition Corporation ("Polaris") (AMEX: TKP.U), have signed a definitive merger agreement in an all-stock transaction valued at approximately $700 million. The transaction provides Polaris investors with a unique opportunity to participate in a rapidly growing technology and services company that is poised for strong recurring revenues and earnings.

The transaction provides Hughes Telematics with access to added resources, including an additional $140 million in capital to fund the company’s growth opportunities. This capital is in addition to the approximately $90 million invested to date by an affiliate of Apollo Management L.P. ("Apollo"). Apollo, which will maintain its current stake in Hughes Telematics, has agreed, along with management and other Hughes Telematics shareholders, to a two-year lock-up and will continue to play an important role in guiding the Company’s management team. In addition, the founders of Polaris have a 1 year lockup in a further showing of confidence in this transaction. Hughes Telematics has established its leadership position through long-term contracts with Chrysler Group and Mercedes-Benz USA, both of which are expected to begin implementing the Hughes Telematics solution in the second half of 2009 with the solution expected to be standard in nearly all of their U.S. production by 2012.

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Forward Looking Statements

This website includes "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Words such as "expect,' "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "believes," "predicts," "potential," "continue," and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, Polaris' and Hughes Telematics' expectations with respect to future performance, anticipated financial impacts of the merger transaction and related transactions; approval of the merger transaction and related transactions by shareholders; the satisfaction of the closing conditions to the merger transaction and related transactions; and the timing of the completion of the merger transaction and related transactions.

These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside our control and difficult to predict. Factors that may cause such differences include, but are not limited to, the possibility that the expected growth will not be realized, or will not be realized within the expected time period, due to, among other things, (1) the telematics environment; (2) competitive actions taken by automotive manufacturers or other telematics firms; (3) general economic conditions; (4) actions taken or conditions imposed by the United States and foreign governments; and (5) the willingness of customers to use the services. Other factors include the possibility that the merger does not close, including due to the failure to receive required stockholder or regulatory approvals, or the failure of other closing conditions.

Polaris and Hughes Telematics caution that the foregoing list of factors is not exclusive. Additional information concerning these and other risk factors is contained in Polaris' most recent filings with the Securities and Exchange Commission ("SEC"). All subsequent written and oral forward-looking statements concerning Hughes Telematics, Polaris, the merger, the related transactions or other matters and attributable to Polaris or Hughes Telematics or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Hughes Telematics and Polaris do not undertake any obligation to update any forward-looking statement, whether written or oral, relating to the matters discussed in this news release.

Additional Information about the Merger and Where to Find It

In connection with the proposed merger, Polaris will file with the SEC a Registration Statement on Form S-4 that will include a proxy statement of Polaris. Polaris urges investors and security holders to read the proxy statement/prospectus regarding the proposed merger when it becomes available because it will contain important information. You may obtain copies of all documents filed with the SEC regarding this transaction, free of charge, at the SEC's website (www.sec.gov).

Polaris and its respective directors, executive officers and certain other members of management and employees may be soliciting proxies from Polaris stockholders in favor of the merger. Information regarding the persons who may be deemed participants in the solicitation of Polaris' stockholders in connection with the proposed merger will be set forth in the proxy statement/prospectus when it is filed with the SEC. You can find information about Polaris' executive officers and directors in its filings with the SEC.