Rare Medium to Provide up to $50 Million to Motient

Companies Announce Exploration of Strategic Alternatives



Apr 03, 2001, 01:00 ET from Motient Corporation

    RESTON, Va., and NEW YORK, April 3 /PRNewswire/ --
 Rare Medium Group, Inc. (Nasdaq:   RRRR) and Motient Corporation (Nasdaq:   MTNT)
 today announced that they have signed a definitive agreement whereby Rare
 Medium agreed to provide Motient up to $50 million on a short-term basis by
 purchasing exchangeable notes of Motient.
     According to Glenn S. Meyers, Rare Medium chairman and CEO, "We are
 excited about this transaction with Motient and believe that our actions today
 may facilitate a broader alliance between the two companies.  We have had
 constructive discussions with Motient regarding strategic alternatives and
 hope to complete those in the near term."
     Motient President and CEO Walter V. Purnell, Jr. said, "We have complete
 confidence in our business strategy and are pleased that Rare Medium has
 entered into this transaction assisting us in meeting our near-term liquidity
 requirements.  We also believe that a broader alliance between our
 two companies makes sense and look forward to continuing to explore strategic
 alternatives with Rare Medium.  Our experience in selling business-to-business
 wireless solutions led us to conclude that we needed to integrate our offering
 more completely with existing IT infrastructures.  With Rare Medium, we will
 explore broad offerings for Fortune 1000 CIO's that encompass the best
 practice for e-Commerce and mobility."
     Added Meyers, "More and more of our customers are demanding mobile
 e-Business strategies and applications.  Developing our relationship with
 Motient would enable us to expand our e-Business service offering in wireless
 data and mobile Internet services to our existing clients and beyond.
 Moreover, in light of this transaction and overall conditions in our sector,
 we have continued to 'right-size' our business, including a recent reduction
 of our services workforce by approximately 20 percent, to reduce costs and
 preserve capital."
     At the initial closing, Rare Medium purchased $25 million of exchangeable
 notes of Motient.  An additional $25 million may be advanced at Motient's
 request subject to certain terms and conditions, including the mutual
 agreement of the parties and certain additional approvals of Motient's
 financing guarantors.  The notes will bear interest of 12-1/2 percent per
 annum and will be secured by a pledge of shares of stock of XM Satellite Radio
 Holdings Inc. (Nasdaq:   XMSR) held by Motient.  The notes are pre-payable at
 any time in cash, or at Motient's election, in shares of XM stock valued at
 95 percent at XM's market price at the time of the exchange.  The notes are
 exchangeable at Rare Medium's option for shares of XM stock at $10.41 per
 share with respect to the initial advance.  A portion of the proceeds of the
 Notes will be applied to required bank facility repayment and subject to
 financing guarantor approval for availability to Motient.
     Although the companies have been discussing strategic alternatives, such
 discussions are at an early stage and there can be no assurance that any
 transaction will occur.
 
     About Rare Medium
     Rare Medium provides end-to-end Internet professional services including
 strategic, creative and technological consulting for e-Business initiatives,
 e-Commerce, on-line brand development and management; services related to
 Wireless and Broadband applications and the launch of on-line commerce trading
 exchanges.  Rare Medium also makes strategic investments in independently
 managed companies that it believes possess superior e-Business focused or
 technology driven business models.
 
     Risks and uncertainties that could cause actual results to differ
 materially from those in the forward-looking statements in this news release
 are described in Rare Medium's annual report on Form 10-K for the year ended
 December 31, 2000 and its other periodic filings and reports with the
 Securities and Exchange Commission.  Those risks include, among other things,
 Rare Medium's ability to attract and retain highly skilled employees, the
 success of Rare Medium's cost-reduction efforts, Rare Medium's ability to
 complete a strategic transaction on favorable terms, and risks related to Rare
 Medium's investments in debt and equity securities.
 
     About Motient Corporation
     Motient ( www.motient.com ) owns and operates an integrated
 terrestrial/satellite network and provides a wide range of two-way mobile and
 Internet communications services principally to business-to-business customers
 and enterprises.  The company provides eLink and BlackBerry(TM) by Motient
 two-way wireless email service to customers accessing email through corporate
 servers, Internet Service Provider (ISP) and Mail Service Provider (MSP)
 accounts, and paging network suppliers.  Motient serves a variety of markets
 including mobile professionals, telemetry, transportation, field service, and
 nationwide voice dispatch offering coverage to all 50 states, Puerto Rico, the
 U.S. Virgin Islands, and hundreds of miles of U. S. coastal waters.
     ELink is a service mark and Motient is a trademark of Motient Corporation.
 The RIM and BlackBerry families of related marks, images and symbols are the
 exclusive properties of, and trademarks of Research In Motion Limited -- used
 by permission.
 
     Factors that could cause actual results to differ materially from those in
 the forward-looking statements in this news release are described in Motient
 Corporation's registration statement on Form S-3 (File No. 333-42104) and in
 Motient's annual report on Form 10-K for the year ended December 31, 2000 and
 its other periodic filings and reports with the Securities and Exchange
 Commission.  Copies of such reports and filings are available upon request
 from Motient Corporation's Investor Relations.
 
     About XM
     On March 18, XM successfully launched its first satellite "Rock" and is
 scheduled to launch its second satellite "Roll" in early May.  XM will
 transform radio, an industry that has seen little technological change since
 FM, almost 40 years ago.  XM will offer up to 100 channels of digital-quality
 sound and provide coast-to-coast coverage of music, news, sports, talk, comedy
 and children's programming.  XM won several awards at the International
 Consumer Electronics Show in January, including "Best of CES" in the
 automotive category.  XM's strategic investors include America's leading car,
 radio and satellite TV companies -- General Motors, American Honda Motor Co.
 Inc., Clear Channel Communications, DIRECTV and Motient Corporation, the
 company's largest shareholder.
 
 

SOURCE Motient Corporation
    RESTON, Va., and NEW YORK, April 3 /PRNewswire/ --
 Rare Medium Group, Inc. (Nasdaq:   RRRR) and Motient Corporation (Nasdaq:   MTNT)
 today announced that they have signed a definitive agreement whereby Rare
 Medium agreed to provide Motient up to $50 million on a short-term basis by
 purchasing exchangeable notes of Motient.
     According to Glenn S. Meyers, Rare Medium chairman and CEO, "We are
 excited about this transaction with Motient and believe that our actions today
 may facilitate a broader alliance between the two companies.  We have had
 constructive discussions with Motient regarding strategic alternatives and
 hope to complete those in the near term."
     Motient President and CEO Walter V. Purnell, Jr. said, "We have complete
 confidence in our business strategy and are pleased that Rare Medium has
 entered into this transaction assisting us in meeting our near-term liquidity
 requirements.  We also believe that a broader alliance between our
 two companies makes sense and look forward to continuing to explore strategic
 alternatives with Rare Medium.  Our experience in selling business-to-business
 wireless solutions led us to conclude that we needed to integrate our offering
 more completely with existing IT infrastructures.  With Rare Medium, we will
 explore broad offerings for Fortune 1000 CIO's that encompass the best
 practice for e-Commerce and mobility."
     Added Meyers, "More and more of our customers are demanding mobile
 e-Business strategies and applications.  Developing our relationship with
 Motient would enable us to expand our e-Business service offering in wireless
 data and mobile Internet services to our existing clients and beyond.
 Moreover, in light of this transaction and overall conditions in our sector,
 we have continued to 'right-size' our business, including a recent reduction
 of our services workforce by approximately 20 percent, to reduce costs and
 preserve capital."
     At the initial closing, Rare Medium purchased $25 million of exchangeable
 notes of Motient.  An additional $25 million may be advanced at Motient's
 request subject to certain terms and conditions, including the mutual
 agreement of the parties and certain additional approvals of Motient's
 financing guarantors.  The notes will bear interest of 12-1/2 percent per
 annum and will be secured by a pledge of shares of stock of XM Satellite Radio
 Holdings Inc. (Nasdaq:   XMSR) held by Motient.  The notes are pre-payable at
 any time in cash, or at Motient's election, in shares of XM stock valued at
 95 percent at XM's market price at the time of the exchange.  The notes are
 exchangeable at Rare Medium's option for shares of XM stock at $10.41 per
 share with respect to the initial advance.  A portion of the proceeds of the
 Notes will be applied to required bank facility repayment and subject to
 financing guarantor approval for availability to Motient.
     Although the companies have been discussing strategic alternatives, such
 discussions are at an early stage and there can be no assurance that any
 transaction will occur.
 
     About Rare Medium
     Rare Medium provides end-to-end Internet professional services including
 strategic, creative and technological consulting for e-Business initiatives,
 e-Commerce, on-line brand development and management; services related to
 Wireless and Broadband applications and the launch of on-line commerce trading
 exchanges.  Rare Medium also makes strategic investments in independently
 managed companies that it believes possess superior e-Business focused or
 technology driven business models.
 
     Risks and uncertainties that could cause actual results to differ
 materially from those in the forward-looking statements in this news release
 are described in Rare Medium's annual report on Form 10-K for the year ended
 December 31, 2000 and its other periodic filings and reports with the
 Securities and Exchange Commission.  Those risks include, among other things,
 Rare Medium's ability to attract and retain highly skilled employees, the
 success of Rare Medium's cost-reduction efforts, Rare Medium's ability to
 complete a strategic transaction on favorable terms, and risks related to Rare
 Medium's investments in debt and equity securities.
 
     About Motient Corporation
     Motient ( www.motient.com ) owns and operates an integrated
 terrestrial/satellite network and provides a wide range of two-way mobile and
 Internet communications services principally to business-to-business customers
 and enterprises.  The company provides eLink and BlackBerry(TM) by Motient
 two-way wireless email service to customers accessing email through corporate
 servers, Internet Service Provider (ISP) and Mail Service Provider (MSP)
 accounts, and paging network suppliers.  Motient serves a variety of markets
 including mobile professionals, telemetry, transportation, field service, and
 nationwide voice dispatch offering coverage to all 50 states, Puerto Rico, the
 U.S. Virgin Islands, and hundreds of miles of U. S. coastal waters.
     ELink is a service mark and Motient is a trademark of Motient Corporation.
 The RIM and BlackBerry families of related marks, images and symbols are the
 exclusive properties of, and trademarks of Research In Motion Limited -- used
 by permission.
 
     Factors that could cause actual results to differ materially from those in
 the forward-looking statements in this news release are described in Motient
 Corporation's registration statement on Form S-3 (File No. 333-42104) and in
 Motient's annual report on Form 10-K for the year ended December 31, 2000 and
 its other periodic filings and reports with the Securities and Exchange
 Commission.  Copies of such reports and filings are available upon request
 from Motient Corporation's Investor Relations.
 
     About XM
     On March 18, XM successfully launched its first satellite "Rock" and is
 scheduled to launch its second satellite "Roll" in early May.  XM will
 transform radio, an industry that has seen little technological change since
 FM, almost 40 years ago.  XM will offer up to 100 channels of digital-quality
 sound and provide coast-to-coast coverage of music, news, sports, talk, comedy
 and children's programming.  XM won several awards at the International
 Consumer Electronics Show in January, including "Best of CES" in the
 automotive category.  XM's strategic investors include America's leading car,
 radio and satellite TV companies -- General Motors, American Honda Motor Co.
 Inc., Clear Channel Communications, DIRECTV and Motient Corporation, the
 company's largest shareholder.
 
 SOURCE  Motient Corporation