SES Global to acquire New Skies Satellites for $760 million

December 14, 2005

3 Min Read

BETZDORF, Luxembourg and THE HAGUE, Netherlands -- SES GLOBAL S.A. (PINK SHEETS:SGBAF - News; EURONEXT:SESG) (LuxX:SESG) and New Skies Satellites Holdings Ltd. (NYSE: NSE - News) announced today that they have entered into a binding agreement pursuant to which SES GLOBAL will acquire 100% of New Skies by way of a merger under Bermudian law (an amalgamation). SES GLOBAL will acquire New Skies for US$ 22.52 per share in cash. Existing options will be cancelled for a payment equal to the difference between US$ 22.52 per share and the exercise price. The total payment for the equity of New Skies will be US$ 760 million. At closing, New Skies is expected to have approximately US$ 400 million of net indebtedness under its credit facility, Floating Rate Senior Notes and Senior Subordinated Notes. SES will re-finance the existing bank debt of New Skies and may leave the Floating Rate Senior Notes and Senior Subordinated Notes of New Skies outstanding. The cash-only transaction thus values New Skies at an enterprise value at closing of US$ 1.160 billion. As part of the agreement, New Skies has agreed to terminate its quarterly dividend program after the declaration and payment of its 2005 fourth quarter dividend.

New Skies, a Bermudian company with its main operating subsidiary headquartered in The Hague, The Netherlands, is the world's fifth largest satellite operator based on transponder capacity, with five spacecraft positioned at strategic orbital locations around the globe and an additional satellite due for launch in 2006. For the twelve months ended September 30, 2005, New Skies generated revenues of US$ 232.9 million.

With its complementary satellite fleet, New Skies offers a compelling strategic fit to SES GLOBAL, whose ASTRA and AMERICOM spacecraft are optimized to provide satellite services over Europe and North America. The integration of New Skies' satellite assets will notably extend SES' presence in India, the Middle East and Africa as well 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 and broad service offerings provided by the larger SES fleet and organization.

New Skies' existing business mix also enhances SES' video-centric core business by strengthening its video, data and government segments. In the government services market, New Skies' position as a satellite capacity provider to a range of government customers is a strong complement to the comprehensive capabilities of SES' AMERICOM Government Services in this important and fast-growing market. The transaction will allow SES to reduce its reliance on third-party capacity for government services in certain regions of the world and, moreover, allow for synergies with respect to operating expenses across the business more broadly.

Romain Bausch, President and CEO of SES GLOBAL, stated: "New Skies is poised to become SES' third satellite infrastructure pillar, alongside ASTRA in Europe and AMERICOM in North America and complementing SES' existing participations in Asia and Latin America. New Skies' fleet considerably strengthens our ability to provide satellite infrastructure and services in geographic regions and business segments with high growth rates. Furthermore, this acquisition provides SES with an existing cable neighborhood in Latin America and will facilitate the further development of SES' government services. With its state-of-the-art satellite fleet, blue chip customer base, strong growth profile, and experienced management team and highly skilled employees, we are pleased to welcome New Skies to SES. This acquisition is accretive to earnings and increases our leverage to targeted levels, while adding EBITDA. It therefore immediately increases shareholder value."

SES Global

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