In a move that will create a $125 million satellite access products company, Orbital Sciences Corporation has signed a definitive agreement with privately held Ashtech Inc. of Sunnyvale, CA, which will merge Global Positioning System (GPS) technology developer/manufacturer Ashtech into Orbital's San Dimas, CA-based Magellan Corporation subsidiary, a leading GPS consumer products and satellite communications equipment company.

David W. Thompson, Orbital's chairman and chief executive officer, stated,

“Operating under the Magellan banner, the new organization will become the

world's foremost satellite access products technology business, offering

advanced GPS positioning, navigation and timing solutions as well as the

latest satellite telephony and data communications products for rapidly

expanding industrial, commercial and consumer markets worldwide.''

Charlie Trimble, president and chief executive officer, of Trimble, commented, “As we've said before, consolidation in the GPS industry is inevitable with the scores of companies competing in the business. We see the merger of two competitors as positive for the industry.''

“When completed, the combination of these two companies should create a strong number two

competitor in the GPS industry, further increasing the pressures on the many niche players,'' he added.''

According to figures compiled by the United States GPS Industry Council,

global sales for GPS products are projected to reach $8.5 billion by the year

2000. Specializing in advanced satellite technologies, Magellan will benefit

from several trends driving this growth: safety and collision avoidance; the

integration of components into existing hand-held devices, such as wireless

telephone and personal digital assistants; and the need of nearly all people

to locate themselves in relationship to a destination, whether on foot in the

wilderness, in a kayak on the ocean or in a car on a city street. Key markets

identified by the USGIC include car navigation, consumer/cellular, tracking,

OEM, survey and mapping, Geographic Information Systems, aviation, marine and

military. The new Magellan Corporation will be the only company in the world

to design and manufacture products for all of those markets, Thompson noted.

The combined Magellan-Ashtech company will consist of four key operating

units:

. GPS and GPS+GLONASS solutions under the Ashtech brand for surveying,

mapping, GIS and OEM products for timing, positioning and navigation;

Consumer GPS products from Magellan for recreation, marine and aviation

applications;

. Vehicle navigation products and intelligent transportation technologies

from Magellan's Driver Information Systems group, and;

. Magellan's satellite-based wireless communication products including

portable satellite telephones and hand-held, satellite messaging devices.

“Magellan's expertise in low-cost receiver design and manufacture, its

global marketing and distribution strength and the extremely high brand

awareness it enjoys around the world balance perfectly with Ashtech's world-

class GPS and GPS+GLONASS technology development, its applications engineering

expertise, and its high-end manufacturing proficiency,'' according to Ashtech

President and CEO Charles M. Boesenberg, who will become President and CEO of

Magellan upon completion of the transaction later this month.

The Merger

The merger will be accomplished through the exchange of stock and cash

between the privately held Ashtech Inc. and Orbital, a leading commercial

space products and services company. The Ashtech stockholders will receive

$25 million and 34% ownership in Magellan Corp., while Orbital will own the

remaining 66%.

Speaking on behalf of the Ashtech board of directors, former Apollo 13

astronaut Capt. James A. Lovell, Jr. described the merger as “a shining

example of how business can help us achieve the promise that space technology

offers for enhancing our lives. This merger is great for GPS and all who use

the technology.''

Once the deal is final, Magellan will employ about 500 people and combined

1997 revenues should top $100 million. Magellan-Ashtech products will be sold

in more than 12,000 retail outlets in more than 100 countries through a

network of dealers, distributors and agents. The merged operation will be

headquartered in Sunnyvale, CA. Other company locations will include San

Dimas, CA; Reston, VA; Plano, TX; Newport, RI; Kansas City, MO; Rochester

Hills, MI; international offices in the United Kingdom, Germany, and Hong

Kong; and a GPS/GLONASS technology center in Moscow, Russia.

Background on Magellan and Ashtech

Magellan introduced the first hand-held GPS receiver in 1989, and has sold

more than one million GPS navigators since that time. The company specializes

in easy-to-use, affordable GPS and satellite communications products for

automotive, aviation, GIS, marine, outdoor recreation and wireless

communications markets worldwide. Its newly released GPS Pioneer(TM) is the

first hand-held GPS product to retail for under $100.

The company is also a pre-eminent designer and manufacturer of advanced

vehicle navigation systems. The innovative Magellan PathMaster(TM) route

guidance and driver information system is installed in more than 10,000

vehicles in the United States, including some 8,000 Hertz rental cars.

Additionally, Magellan offers both geostationary and low-Earth-orbit (LEO)

satellite communications products. The Magellan World Phone provides

worldwide voice, fax and data communication capability via Inmarsat Series-3

satellites, and the new GSC 100 is the world's first hand-held satellite

communications device, affording global two-way text messaging via the ORBCOMM

LEO satellite network and navigation via GPS.

Ashtech's professional GPS products for precision geopositioning

applications are used in such disciplines as agriculture, civil engineering

and construction, environmental remediation and protection, forestry, mining,

natural resource management, oil/gas/mineral exploration and extraction,

survey, transportation, and utilities management. The company also engineers

and manufactures board-level GPS receiver modules and GPS chip sets (with

Philips Semiconductor) for integration in a variety of products and systems

requiring precise position, velocity and timing information. Ashtech is the

premier integrator of GPS and GLONASS, the Russian equivalent of GPS.