14.12.2005 08:35:00
|
SES GLOBAL to Acquire New Skies Satellites
SES GLOBAL S.A. (Euronext Paris and Luxembourg Stock Exchange:SESG) and New Skies Satellites Holdings Ltd. (NYSE:NSE) announcedtoday that they have entered into a binding agreement pursuant towhich SES GLOBAL will acquire 100% of New Skies by way of a mergerunder Bermudian law (an amalgamation). SES GLOBAL will acquire NewSkies for US$ 22.52 per share in cash. Existing options will becancelled for a payment equal to the difference between US$ 22.52 pershare and the exercise price. The total payment for the equity of NewSkies will be US$ 760 million. At closing, New Skies is expected tohave approximately US$ 400 million of net indebtedness under itscredit facility, Floating Rate Senior Notes and Senior SubordinatedNotes. SES will re-finance the existing bank debt of New Skies and mayleave the Floating Rate Senior Notes and Senior Subordinated Notes ofNew Skies outstanding. The cash-only transaction thus values New Skiesat an enterprise value at closing of US$ 1.160 billion. As part of theagreement, New Skies has agreed to terminate its quarterly dividendprogram after the declaration and payment of its 2005 fourth quarterdividend.
New Skies, a Bermudian company with its main operating subsidiaryheadquartered in The Hague, The Netherlands, is the world's fifthlargest satellite operator based on transponder capacity, with fivespacecraft positioned at strategic orbital locations around the globeand an additional satellite due for launch in 2006. For the twelvemonths ended September 30, 2005, New Skies generated revenues of US$232.9 million.
With its complementary satellite fleet, New Skies offers acompelling strategic fit to SES GLOBAL, whose ASTRA and AMERICOMspacecraft are optimized to provide satellite services over Europe andNorth America. The integration of New Skies' satellite assets willnotably extend SES' presence in India, the Middle East and Africa aswell as in Latin America, allowing SES better to meet its customers'requirements for global service offerings. In addition, New Skies'customers will benefit from the expansion capacity, redundancy andbroad service offerings provided by the larger SES fleet andorganization.
New Skies' existing business mix also enhances SES' video-centriccore business by strengthening its video, data and governmentsegments. In the government services market, New Skies' position as asatellite capacity provider to a range of government customers is astrong complement to the comprehensive capabilities of SES' AMERICOMGovernment Services in this important and fast-growing market. Thetransaction will allow SES to reduce its reliance on third-partycapacity for government services in certain regions of the world and,moreover, allow for synergies with respect to operating expensesacross the business more broadly.
Romain Bausch, President and CEO of SES GLOBAL, stated: "New Skiesis poised to become SES' third satellite infrastructure pillar,alongside ASTRA in Europe and AMERICOM in North America andcomplementing SES' existing participations in Asia and Latin America.New Skies' fleet considerably strengthens our ability to providesatellite infrastructure and services in geographic regions andbusiness segments with high growth rates. Furthermore, thisacquisition provides SES with an existing cable neighborhood in LatinAmerica and will facilitate the further development of SES' governmentservices. With its state-of-the-art satellite fleet, blue chipcustomer base, strong growth profile, and experienced management teamand highly skilled employees, we are pleased to welcome New Skies toSES. This acquisition is accretive to earnings and increases ourleverage to targeted levels, while adding EBITDA. It thereforeimmediately increases shareholder value."
Dan Goldberg, chief executive officer of New Skies, said: "We aredelighted to be entering into this agreement with SES, an agreementthat serves the best interests of our shareholders, customers,employees and suppliers. As the leader in the commercial satellitesector, SES has a global satellite fleet and other financial andstrategic resources that can be leveraged for the benefit of NewSkies' diverse and growing customer base. This agreement also providessignificant value for our shareholders, representing a 10% premium tothe closing price on August 18, 2005 (which is the last closing priceprior to market speculation about the sale of the Company), a 10%premium to the volume weighted average share price since the Company'sIPO, and a 36% premium to the IPO listing price just seven months ago.The Board of Directors of New Skies has unanimously approved thetransaction and recommends that the Company's shareholders approveit."
The New Skies satellites are:
-- NSS-7 at 22.0 degrees West, a high-capacity satellite featuring 97 transponders and 11 C- and Ku-band beams interconnecting the Americas, Europe, Africa and the Middle East. This spacecraft was launched in April 2002 with an expected End of Life (EOL) of 2015.
-- NSS-6 at 95.0 degrees East, another high-capacity satellite (60 transponders) with 6 Ku-band beams interconnecting Europe, Africa, the Middle East, the Indian subcontinent, Asia and Australia. This spacecraft was launched in December 2002 with an EOL of 2019.
-- NSS-806 at 40.5 degrees West, a satellite with 36 C-band and 6 Ku-band transponders, was launched in February 1998. This spacecraft is used principally for Direct-To-Cable services in the Americas with an expected EOL of 2016.
-- NSS-5 at 177.0 degrees West, a Pacific Ocean satellite featuring 55 C-band and 12 Ku-band transponders, was launched in September 1997 with an expected EOL of 2015.
-- NSS-703 at 57.0 degrees East, a spacecraft with 38 C-band and 20-Ku-band transponders was launched in October 1994. This satellite's expected EOL is 2009 and will be replaced by NSS-8, scheduled for launch next year.
In addition, NSS-8 is currently under construction by BoeingSatellite Systems International, Inc. in the United States and slatedfor launch aboard a SeaLaunch launch vehicle in the second half of2006 to 57.0 degrees East, replacing NSS-703 with increasedperformance and coverage. NSS-8 will feature 92 transponders with 9 C-and Ku-band beams interconnecting Europe, Africa, the Middle East,India and Asia. The planned EOL for NSS-8 is 2020.
The transaction is conditional upon New Skies Satellites HoldingsLtd. shareholder approval, customary closing conditions, andclearances from relevant regulatory agencies, including the U.S.Federal Communications Commission. It is anticipated that thetransaction will close in approximately six months. Shareholdersowning approximately 55% of New Skies' shares have agreed to vote infavour of the transaction.
Goldman, Sachs & Co. served as financial advisor to New Skies andSimpson Thacher & Bartlett LLP, NautaDutilh N.V., Willkie Farr &Gallagher LLP and Appleby Spurling Hunter served as its legaladvisors. Gibson Dunn & Crutcher LLP, Hogan & Hartson LLP, StibbeN.V., Jones Day and Conyers Dill and Pearman served as SES' legaladvisors.
PRESS / ANALYST TELECONFERENCES today 14 December 2005
A press call to discuss the transaction will be hosted today at11.00 Betzdorf/The Hague time. Journalists are requested to call: +44208 901 6964 five minutes prior to this time.
SES GLOBAL will host a call for investors and analysts today at15.00 Betzdorf time/09.00 EST. Participants are requested to call: +44208 901 6994 five minutes prior to this time. A replay will beavailable for 8 days on our website: www.ses-global.com
New Skies will hold a conference call for investors and analyststoday at 17.30 The Hague time/11.30 EST. To listen in please dial + 1617 213 8900, or US Toll Free dial +1 866 543 6411, passcode "NewSkies Satellites".
The call will also be webcast live on the New Skies website at:
http://www.newskies.com/investors.htm
The conference call will be available for replay, 24 hours a dayfor the subsequent 5 working days and will also be archived on the NewSkies' website. The dial-in number for the replay is +1 617 801 6888or US Toll Free +1 888 286 8010. Passcode: 26625938
Melanie.Dickie@newskies.com
Forward-Looking Statements
The foregoing document contains "forward-looking statements"within the meaning of the Private Securities Litigation Reform Act of1995. Such statements include, but are not limited to, statementsrelating to anticipated financial and operating results, managementplans, objectives, expectations and intentions and other statementsincluding words such as "anticipate," "believe," "plan," "estimate,""expect," "intend," "will," "should," "may," "and other similarexpressions. Such statements are based upon the current beliefs andexpectations of management and involve a number of significant risksand uncertainties. In addition, these forward-looking statements aresubject to assumptions with respect to future business strategies anddecisions that are subject to change. Actual results may differmaterially from the results anticipated in these forward-lookingstatements. The following factors, among others, could cause orcontribute to such material differences: (1) changes in generaleconomic conditions; (2) the performance of financial markets andinterest rates; (3) the inability 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 on the proposed termsand schedule or the failure to obtain approval of the transaction fromNew Skies' shareholders or the failure to satisfy any of the otherconditions to consummation of the transaction; (4) disruption from thetransaction making it more difficult to maintain relationships withcustomers, employees or suppliers; (5) the effects of increasedcompetition; (6) delays or problems in the construction or launch offuture satellites; (7) technical performance of in-orbit satellitesand earth-based infrastructure; (8) increased competition and changesin technology and (9) legal and regulatory developments affecting thecompany's business. Additional factors that could cause New Skies'results to differ materially from those described in theforward-looking statements are described in the company's periodicfilings with the U.S. Securities and Exchange Commission ("SEC"),including but not limited to New Skies' Registration Statement on FormS-1 (File No. 333-122322). Copies of these filings are available atthe SEC's web site (http://www.sec.gov).
This announcement does not constitute or form part of, and shouldnot be construed as, any offer for sale of, or solicitation of anyoffer to buy, any securities of SES GLOBAL S.A. ("SES GLOBAL") norshould it or any part of it form the basis of, or be relied on inconnection with, any contract or commitment whatsoever.
No representation or warranty, express or implied, is or will bemade by SES GLOBAL, or its advisors or any other person as to theaccuracy, completeness or fairness of the information or opinionscontained in this announcement, and any reliance you place on themwill be at your sole risk. Without prejudice to the foregoing, none ofSES GLOBAL or its advisors accepts any liability whatsoever for anyloss howsoever arising, directly or indirectly, from use of thisannouncement or its contents or otherwise arising in connectiontherewith.
Additional Information About this Transaction
In connection with the proposed transaction, New Skies will befiling a proxy statement and relevant documents concerning thetransaction with the SEC. SHAREHOLDERS OF NEW SKIES ARE URGED TO READTHE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THESEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANTINFORMATION. The proxy statement will be mailed to the shareholders ofNew Skies prior to the shareholders meeting. In addition, investorsand shareholders will be able to obtain free copies of the proxystatement, when it becomes available, and other documents filed by NewSkies with the SEC, at the website maintained by the SEC atwww.sec.gov. These documents may also be accessed and downloaded forfree from New Skies' website at www.newskies.com or copies may beobtained, without charge, by directing a request to Boris Djordjevic,Investor Relations, New Skies Satellites, +31 70 306 4183bdjordjevic@newskies.com.
New Skies and its directors and executive officers may be deemedto be participants in the solicitation of proxies from theshareholders of New Skies in connection with the proposed transaction.Information regarding the special interests of these directors andexecutive officers in the proposed transaction will be included in theproxy statement of New Skies described above. Information regardingNew Skies' directors and executive officers is also available in NewSkies' Registration Statement on Form S-1 (File No. 333-122322). Thisdocument is available free of charge at the SEC's web site atwww.sec.gov and from Investor Relations at New Skies as describedabove.
SES and New Skies 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 failure tosatisfy any other condition to consummation of the transaction.
About New Skies
New Skies Satellites is one of only four fixed satellitecommunications companies with global satellite coverage, offeringdata, video, Internet and voice communications services to a range oftelecommunications carriers, broadcasters, large corporations,Internet service providers and government entities around the world.New Skies has five satellites in orbit, one spacecraft underconstruction (NSS-8) and ground facilities around the world. New SkiesSatellites B.V. is the main operating subsidiary of the Hamilton,Bermuda based New Skies Satellites Holdings Ltd. (NYSE: NSE). NewSkies Satellites B.V. is headquartered in The Hague, with offices inHong Kong, New Delhi, Sao Paulo, Singapore, Sydney and Washington,D.C. Further information is available at www.newskies.com
About SES GLOBAL
SES GLOBAL (Euronext Paris, Luxembourg Stock Exchange: SESG)wholly owns two market-leading satellite operators, SES ASTRA inEurope, and SES AMERICOM in the US. The Company also holds strategicparticipations in AsiaSat in Asia, Star One and Nahuelsat in LatinAmerica, and SES Sirius in Europe. Americom Government Servicesprovides network solutions and bandwidth to the US government and itscontractors. SES GLOBAL can provide outstanding satellitecommunications solutions via a fleet of 40 satellites across theglobe. Additional information on SES GLOBAL is available at:www.ses-global.com
Wenn Sie mehr über das Thema Aktien erfahren wollen, finden Sie in unserem Ratgeber viele interessante Artikel dazu!
Jetzt informieren!
Nachrichten zu SES Global S.A. (Bearer FDRS)mehr Nachrichten
Keine Nachrichten verfügbar. |
Analysen zu SES Global S.A. (Bearer FDRS)mehr Analysen
Aktien in diesem Artikel
SES Global S.A. (Bearer FDRS) | 3,06 | 1,66% |
Indizes in diesem Artikel
EURO STOXX | 534,24 | 0,07% |