Intelsat and PanAmSat to Merge, Creating World-Class Communications Solutions Provider

-- Enhanced Global Reach and Reliability

-- Expanded Delivery of HDTV, Broadband and IPTV

-- Combined Technical and Service Capabilities to Lead Industry

Intelsat, Ltd. and PanAmSat Holding Corporation (NYSE: PA) todayannounced that the two companies have signed a definitive mergeragreement under which Intelsat will acquire PanAmSat for $25 per sharein cash, or $3.2 billion. The transaction will create a premiersatellite company that will be a leader in the digital delivery ofvideo content, the transmission of corporate data and the provisioningof government communications solutions.

The new company will offer its customers expanded coverage withadditional back-up satellites, supporting fiber networks and enhancedoperational capabilities for the provision of an unparalleled level ofservices. With an increased focus on developing advancedcommunications technologies, the company will meet the needs of cableTV programmers, broadcasters, businesses, governments and consumersworldwide.

Using a combined fleet of 53 satellites, the company will servecustomers in more than 220 countries and territories. Driven by thecore strengths of the two companies and their employees' commitment toquality in operations and customer service, Intelsat will have aportfolio of customers not only in the developed world, but also inemerging nations and remote areas where satellites are critical toproviding communications infrastructure for economic development.

"The combination of Intelsat and PanAmSat creates an industryleader with the ability to provide competitive communications andvideo services to consumers and businesses," said David McGlade, ChiefExecutive Officer of Intelsat. "The two companies are complementary incustomer, geographic and product focus. Together, we will continueproviding the highest level of service to existing customers whilegrowing new business in rapidly expanding communications markets."

Mr. McGlade will continue to serve as Chief Executive Officer anda Director of the company upon closing. Joseph Wright, currently ChiefExecutive Officer of PanAmSat, is expected to become Chairman of theBoard upon completion of the transaction.

"Today, PanAmSat offers its video, data and government customers ahighly reliable level of service that only a technically advanced andfinancially strong satellite operator can provide," said Mr. Wright."Now, we will combine the best from both companies and bring aprofessional business approach to the new enterprise to benefit ourcustomers, employees and shareholders. This is a 'win-win' for bothcompanies, and a terrific outcome for all of PanAmSat's shareholders,who will receive $25 per share in cash - a significant premium overthe recent stock price and nearly a 40% premium over the IPO price ofabout six months ago. In addition, our shareholders will continue toreceive dividends, at the current annual rate or higher, until weclose the transaction."

PanAmSat brings a strong, video-centric customer base, includingleading providers of cable TV programming, while Intelsat's historicalstrength has been in providing core telephony and advanced dataservices to developing and underserved regions around the world. Overthe long term, the company will consolidate best practices from thetwo respective organizations. "We will leverage our combinedintellectual, material and people assets to continue the high-qualityservice Intelsat and PanAmSat customers have come to expect," saidDavid McGlade.

Following the transaction, the company will have enhancedfinancial strength and revenue and free cash flow growthopportunities. The company is expected to have pro forma annualrevenues of more than $1.9 billion and to maintain significant freecash flow from operations, providing significant resources for capitalexpenditures and debt service.

Under the agreement, which was approved unanimously by the Boardsof Directors of both companies, Intelsat will acquire all outstandingcommon shares of PanAmSat, and additionally Intelsat will eitherrefinance or assume approximately $3.2 billion in debt of PanAmSatHolding Corporation and its subsidiaries. Shareholders owningapproximately 58% of PanAmSat's shares have agreed to vote in favor ofthe combination.

Intelsat has received financing commitments for the full amount ofthe purchase price from a group of financial institutions led byDeutsche Bank Securities Inc., Citigroup Global Markets Inc., CreditSuisse First Boston LLC and Lehman Brothers Inc. A substantial portionof the financing for the transaction is expected to be raised atIntelsat (Bermuda), Ltd., with additional financing expected to beraised at PanAmSat Holding Corporation, PanAmSat Corporation, andIntelsat Subsidiary Holding Company, Ltd. Prior to this financing andthe closing of the transaction, Intelsat (Bermuda), Ltd. is expectedto transfer substantially all of its assets and liabilities (includingits 9-1/4% Senior Discount Notes due 2015) to a newly-formedwholly-owned subsidiary. Upon completion of the transaction, bothPanAmSat Holding Corporation and Intelsat Subsidiary Holding Company,Ltd will be direct or indirect wholly-owned subsidiaries of Intelsat(Bermuda), Ltd., and PanAmSat Holding Corporation and its subsidiarieswill continue as separate corporate entities. The transaction isexpected to result in a Change of Control, as defined in the indenturegoverning PanAmSat Holding Corporation's outstanding bonds and certainof the indentures governing PanAmSat Corporation's outstanding bonds.

The transaction is conditioned upon PanAmSat Holding Corporationshareholder approval, customary closing conditions and clearances fromrelevant regulatory agencies, including the appropriate U.S.government antitrust authorities and the Federal CommunicationsCommission. The companies anticipate that the transaction could closein approximately six to 12 months.

Credit Suisse First Boston LLC is serving as Intelsat's financialadvisor, and Wachtell, Lipton, Rosen & Katz, Paul, Weiss, Rifkind,Wharton & Garrison LLP, and Milbank, Tweed, Hadley & McCloy LLP areserving as Intelsat's legal advisors. Morgan Stanley is serving asPanAmSat's financial advisor, and Simpson Thacher & Bartlett LLP isserving as PanAmSat's legal advisor.

Conference Call

Intelsat and PanAmSat will host a conference call and live webcast for the media on Monday, August 29, 2005 at 11:00 a.m. EDT todiscuss the transaction. The dial-in from the U.S. is 800-616-9004.International callers should dial +1-719-457-2620. The pass code forthe conference call is 8461543. The web cast will be available atwww.intelsat.com and www.panamsat.com. Following the conclusion of thecall, a replay of the web cast will be available within 24 hours onboth companies' websites. Alternatively, a replay of the call will beavailable within two hours after the call, and can be accessed untilSeptember 9, 2005 at midnight (EDT), by calling 888-203-1112 from theU.S. and +1-719-457-0820 from international locations and entering theaccess code 8461542.

About Intelsat

Intelsat is a global communications provider offering flexible andsecure services to customers in over 220 countries and territories.Intelsat has maintained a leadership position for over 40 years bydistributing video, voice, and data for television and contentproviders, government and military entities, major corporations,telecommunications carriers, and Internet service providers.Intelsat's reach, power and expanding solutions portfolio deliverinformation reliably and quickly to every corner of the globe.

About PanAmSat

Through its owned and operated fleet of 25 satellites, PanAmSat(NYSE: PA) is a leading global provider of video, broadcasting andnetwork distribution and delivery services. It transmits 1,991television channels worldwide and, as such, is the leading carrier ofstandard and high-definition signals. In total, the Company's in-orbitfleet is capable of reaching over 98 percent of the world's populationthrough cable television systems, broadcast affiliates, direct-to-homeoperators, Internet service providers and telecommunicationscompanies. In addition, PanAmSat supports satellite-based businessnetworks in the U.S., as well as specialized communications servicesin remote areas throughout the world. For more information, visit thecompany's web site at www.panamsat.com.

Safe Harbor under Private Securities Litigation Reform Act of 1995

This document contains forward-looking statements within themeaning of the Private Securities Litigation Reform Act of 1995. Wordslike "estimate," "plan," "project," "anticipate," "expect," "intend,""outlook," "believe" and other similar expressions are intended toidentify forward-looking statements and information. Such statementsinclude, but are not limited to, statements about Intelsat's andPanAmSat's future financial results, plans, expectations andintentions and other statements that are not historical facts. Suchstatements are based upon the current beliefs and expectations ofmanagement and are subject to significant risks and uncertainties.Actual results may materially differ from those set forth in theseforward-looking statements.

The companies may not be able to consummate the proposedtransaction on the terms on which the parties have agreed, or at all,due to a number of factors, including, but not limited to, the failureto obtain the requisite governmental approvals or the financing to paythe consideration or the failure to satisfy any of the otherconditions to consummation of the transaction. Other factors thatcould cause Intelsat's or PanAmSat's results to differ materially fromthose described in the forward-looking statements can be found inIntelsat's annual report on Form 20-F or quarterly reports on Form 1-Qfiled with the Securities and Exchange Commission or on PanAmSat'sregistration statement on Form S-1 (File No. 33-121463) filed with theSecurities and Exchange Commission, as such registration statementbecame effective on March 16, 2005.

About the Proposed Transaction

Stockholders are urged to read the definitive proxy statementregarding the proposed transaction when it becomes available, becauseit will contain important information. Stockholders will be able toobtain a free copy of the definitive proxy statement, as well as otherfilings with the Securities and Exchange Commission (SEC) containinginformation about Intelsat or PanAmSat, without charge at the SEC'swebsite (http://www.sec.gov), or by directing a request to

Investor Relations, c/o Intelsat Global Service Corporation, 3400International Drive, NW, Washington, DC 20008, with respect toIntelsat, or to Investor Relations, PanAmSat Holding Corporation, 20Westport Road, Wilton, Connecticut 06897, with respect to PanAmSat.

PanAmSat, its directors and executive officers and other personsmay be deemed to be participants in the solicitation of proxies inrespect of the proposed transaction. Some information regarding someof these participants is set forth in PanAmSat's registrationstatement on Form S-1 (File No. 33-121463) filed with the SEC, as suchregistration statement became effective on March 16, 2005. Otherinformation regarding the participants in the proxy solicitation,including a description of their direct and indirect interests, bysecurity holdings or otherwise, will be contained in the definitiveproxy statement and other relevant materials to be filed with the SECwhen they become available.