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Columnist Release From: SES-Global Posted: Wednesday, December 14, 2005
Acute Cardinal Fit, Commutual Accessory Fleets, Important Synergies Transaction to Strengthen SES’ Industry Leadership
SES GLOBAL S.A. (Euronext Paris and Luxembourg Stock Exchange: SESG) and New Skies Satellites Holdings Ltd. (NYSE:NSE) appear today that they accept entered into a bounden acceding pursuant to which SES GLOBAL will access 100% of New Skies by way of a alliance beneath Bermudian law (an amalgamation). SES GLOBAL will access New Skies for US$ 22.52 per allotment in cash. Absolute options will be annulled for a acquittal according to the aberration amid US$ 22.52 per allotment and the exercise price. The absolute acquittal for the disinterestedness of New Skies will be US$ 760 million. At closing, New Skies is accepted to accept about US$ 400 actor of net acknowledgment beneath its acclaim facility, Floating Rate Senior Notes and Senior Subordinated Notes. SES will re-finance the absolute coffer debt of New Skies and may leave the Floating Rate Senior Notes and Senior Subordinated Notes of New Skies outstanding. The cash-only transaction appropriately ethics New Skies at an action amount at closing of US$ 1.160 billion. As allotment of the agreement, New Skies has agreed to abolish its annual allotment affairs afterwards the acknowledgment and acquittal of its 2005 fourth division dividend.
New Skies, a Bermudian aggregation with its capital operating accessory headquartered in The Hague, The Netherlands, is the world’s fifth bigger accessory abettor based on transponder capacity, with bristles aircraft positioned at cardinal alternate locations about the apple and an added accessory due for barrage in 2006. For the twelve months concluded September 30, 2005, New Skies generated revenues of US$ 232.9 million.
With its commutual accessory fleet, New Skies offers a acute cardinal fit to SES GLOBAL, whose ASTRA and AMERICOM aircraft are optimized to accommodate accessory casework over Europe and North America. The affiliation of New Skies’ accessory assets will conspicuously extend SES’ attendance in India, the Middle East and Africa as able-bodied as in Latin America, acceptance SES bigger to accommodated its customers’ requirements for all-around account offerings. In addition, New Skies’ barter will account from the amplification capacity, back-up and ample account offerings provided by the beyond SES agile and organization.
New Skies’ absolute business mix additionally enhances SES’ video-centric amount business by deepening its video, abstracts and government segments. In the government casework market, New Skies’ position as a accessory accommodation provider to a ambit of government barter is a able accompaniment to the absolute capabilities of SES’ AMERICOM Government Casework in this important and fast-growing market. The transaction will acquiesce SES to abate its assurance on third-party accommodation for government casework in assertive regions of the apple and, moreover, acquiesce for synergies with account to operating costs beyond the business added broadly.
Romain Bausch, President and CEO of SES GLOBAL, stated: “New Skies is assertive to become SES’ third accessory basement pillar, alongside ASTRA in Europe and AMERICOM in North America and complementing SES’ absolute participations in Asia and Latin America. New Skies’ agile appreciably strengthens our adeptness to accommodate accessory basement and casework in geographic regions and business segments with aerial advance rates. Furthermore, this accretion provides SES with an absolute cable adjacency in Latin America and will facilitate the added development of SES’ government services. With its advanced accessory fleet, dejected dent chump base, able advance profile, and accomplished administration aggregation and awful accomplished employees, we are admiring to acceptable New Skies to SES. This accretion is accretive to balance and increases our advantage to targeted levels, while abacus EBITDA. It accordingly anon increases actor value.”
Dan Goldberg, arch controlling administrator of New Skies, said: “We are captivated to be entering into this acceding with SES, an acceding that serves the best interests of our shareholders, customers, advisers and suppliers. As the baton in the bartering accessory sector, SES has a all-around accessory agile and added banking and cardinal assets that can be leveraged for the account of New Skies’ assorted and growing chump base. This acceding additionally provides cogent amount for our shareholders, apery a 10% exceptional to the closing amount on August 18, 2005 (which is the aftermost closing amount above-mentioned to bazaar belief about the auction of the Company), a 10% exceptional to the aggregate abounding boilerplate allotment amount back the Company’s IPO, and a 36% exceptional to the IPO advertisement amount aloof seven months ago. The Board of Admiral of New Skies has absolutely accustomed the transaction and recommends that the Company’s shareholders accept it.”
The New Skies satellites are:
— NSS-7 at 22.0 degrees West, a high-capacity accessory featuring 97 transponders and 11 C- and Ku-band beams abutting the Americas, Europe, Africa and the Middle East. This aircraft was launched in April 2002 with an accepted End of Life (EOL) of 2015.
— NSS-6 at 95.0 degrees East, accession high-capacity accessory (60 transponders) with 6 Ku-band beams abutting Europe, Africa, the Middle East, the Indian subcontinent, Asia and Australia. This aircraft was launched in December 2002 with an EOL of 2019.
— NSS-806 at 40.5 degrees West, a accessory with 36 C-band and 6 Ku-band transponders, was launched in February 1998. This aircraft is acclimated principally for Direct-To-Cable casework in the Americas with an accepted EOL of 2016.
— NSS-5 at 177.0 degrees West, a Pacific Ocean accessory featuring 55 C-band and 12 Ku-band transponders, was launched in September 1997 with an accepted EOL of 2015.
— NSS-703 at 57.0 degrees East, a aircraft with 38 C-band and 20-Ku-band transponders was launched in October 1994. This satellite’s accepted EOL is 2009 and will be replaced by NSS-8, appointed for barrage abutting year.
In addition, NSS-8 is currently beneath architecture by Boeing Accessory Systems International, Inc. in the United States and slated for barrage aboard a SeaLaunch barrage agent in the additional bisected of 2006 to 57.0 degrees East, replacing NSS-703 with added achievement and coverage. NSS-8 will affection 92 transponders with 9 C- and Ku-band beams abutting Europe, Africa, the Middle East, India and Asia. The planned EOL for NSS-8 is 2020.
The transaction is codicillary aloft New Skies Satellites Holdings Ltd. actor approval, accepted closing conditions, and clearances from accordant authoritative agencies, including the U.S. Federal Communications Commission. It is advancing that the transaction will abutting in about six months. Shareholders owning about 55% of New Skies’ shares accept agreed to vote in favour of the transaction.
Goldman, Sachs & Co. served as banking adviser to New Skies and Simpson Thacher & Bartlett LLP, NautaDutilh N.V., Willkie Farr & Gallagher LLP and Appleby Spurling Hunter served as its acknowledged advisors. Gibson Dunn & Crutcher LLP, Hogan & Hartson LLP, Stibbe N.V., Jones Day and Conyers Dill and Pearman served as SES’ acknowledged advisors.
PRESS / ANALYST TELECONFERENCES today 14 December 2005
A columnist alarm to altercate the transaction will be hosted today at 11.00 Betzdorf/The Hague time. Journalists are requested to call: 44 208 901 6964 bristles account above-mentioned to this time.
SES GLOBAL will host a alarm for investors and analysts today at 15.00 Betzdorf time/09.00 EST. Participants are requested to call: 44 208 901 6994 bristles account above-mentioned to this time. A epitomize will be accessible for 8 canicule on our website: www.ses-global.com
New Skies will authority a appointment alarm for investors and analysts today at 17.30 The Hague time/11.30 EST. To accept in amuse punch 1 617 213 8900, or US Toll Chargeless punch 1 866 543 6411, passcode “New Skies Satellites”.
The alarm will additionally be webcast alive on the New Skies website at:
The appointment alarm will be accessible for replay, 24 hours a day for the consecutive 5 alive canicule and will additionally be archived on the New Skies’ website. The dial-in cardinal for the epitomize is 1 617 801 6888 or US Toll Chargeless 1 888 286 8010. Passcode: 26625938
The aloft certificate contains “forward-looking statements” aural the acceptation of the Private Balance Litigation Reform Act of 1995. Such statements include, but are not bound to, statements apropos to advancing banking and operating results, administration plans, objectives, expectations and intentions and added statements including words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “will,” “should,” “may,” “and added agnate expressions. Such statements are based aloft the accepted behavior and expectations of administration and absorb a cardinal of cogent risks and uncertainties. In addition, these advanced statements are accountable to assumptions with account to approaching business strategies and decisions that are accountable to change. Actual after-effects may alter materially from the after-effects advancing in these advanced statements. The afterward factors, amid others, could account or accord to such actual differences: (1) changes in accepted bread-and-butter conditions; (2) the achievement of banking markets and absorption rates; (3) the disability to able the proposed transaction on the agreement on which the parties accept agreed, or at all, due to a cardinal of factors, including, but not bound to, the abortion to access the requisite authoritative approvals on the proposed agreement and agenda or the abortion to access approval of the transaction from New Skies’ shareholders or the abortion to amuse any of the added altitude to cleanup of the transaction; (4) disruption from the transaction authoritative it added difficult to advance relationships with customers, advisers or suppliers; (5) the furnishings of added competition; (6) delays or problems in the architecture or barrage of approaching satellites; (7) abstruse achievement of in-orbit satellites and earth-based infrastructure; (8) added antagonism and changes in technology and (9) acknowledged and authoritative developments affecting the company’s business. Added factors that could account New Skies’ after-effects to alter materially from those declared in the advanced statements are declared in the company’s alternate filings with the U.S. Balance and Exchange Commission (“SEC”), including but not bound to New Skies’ Registration Account on Anatomy S-1 (File No. 333-122322). Copies of these filings are accessible at the SEC’s web armpit (http://www.sec.gov).
This advertisement does not aggregate or anatomy allotment of, and should not be construed as, any action for auction of, or address of any action to buy, any balance of SES GLOBAL S.A. (“SES GLOBAL”) nor should it or any allotment of it anatomy the base of, or be relied on in affiliation with, any arrangement or allegation whatsoever.
No representation or warranty, accurate or implied, is or will be fabricated by SES GLOBAL, or its admiral or any added being as to the accuracy, abyss or candor of the advice or opinions independent in this announcement, and any assurance you abode on them will be at your sole risk. After ageism to the foregoing, none of SES GLOBAL or its admiral accepts any accountability whatsoever for any accident howsoever arising, anon or indirectly, from use of this advertisement or its capacity or contrarily arising in affiliation therewith.
Added Advice About this Transaction
In affiliation with the proposed transaction, New Skies will be filing a proxy account and accordant abstracts apropos the transaction with the SEC. SHAREHOLDERS OF NEW SKIES ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The proxy account will be mailed to the shareholders of New Skies above-mentioned to the shareholders meeting. In addition, investors and shareholders will be able to access chargeless copies of the proxy statement, back it becomes available, and added abstracts filed by New Skies with the SEC, at the website maintained by the SEC at www.sec.gov. These abstracts may additionally be accessed and downloaded for chargeless from New Skies’ website at www.newskies.com or copies may be obtained, after charge, by administering a appeal to Boris Djordjevic, Investor Relations, New Skies Satellites, 31 70 306 4183 [email protected]
New Skies and its admiral and controlling admiral may be accounted to be participants in the address of proxies from the shareholders of New Skies in affiliation with the proposed transaction. Advice apropos the appropriate interests of these admiral and controlling admiral in the proposed transaction will be included in the proxy account of New Skies declared above. Advice apropos New Skies’ admiral and controlling admiral is additionally accessible in New Skies’ Registration Account on Anatomy S-1 (File No. 333-122322). This certificate is accessible chargeless of allegation at the SEC’s web armpit at www.sec.gov and from Investor Relations at New Skies as declared above.
SES and New Skies may not be able to able the proposed transaction on the agreement on which the parties accept agreed, or at all, due to a cardinal of factors, including, but not bound to, the abortion to access the requisite authoritative approvals or the abortion to amuse any added action to cleanup of the transaction.
About New Skies
New Skies Satellites is one of alone four anchored accessory communications companies with all-around accessory coverage, alms data, video, Internet and articulation communications casework to a ambit of telecommunications carriers, broadcasters, ample corporations, Internet account providers and government entities about the world. New Skies has bristles satellites in orbit, one aircraft beneath architecture (NSS-8) and arena accessories about the world. New Skies Satellites B.V. is the capital operating accessory of the Hamilton, Bermuda based New Skies Satellites Holdings Ltd. (NYSE: NSE). New Skies Satellites B.V. is headquartered in The Hague, with offices in Hong Kong, New Delhi, Sao Paulo, Singapore, Sydney and Washington, D.C. Added advice is accessible at www.newskies.com
About SES GLOBAL
SES GLOBAL (Euronext Paris, Luxembourg Stock Exchange: SESG) wholly owns two market-leading accessory operators, SES ASTRA in Europe, and SES AMERICOM in the US. The Aggregation additionally holds cardinal participations in AsiaSat in Asia, Star One and Nahuelsat in Latin America, and SES Sirius in Europe. Americom Government Casework provides arrangement solutions and bandwidth to the US government and its contractors. SES GLOBAL can accommodate outstanding accessory communications solutions via a agile of 40 satellites beyond the globe. Added advice on SES GLOBAL is accessible at: www.ses-global.com
SES GLOBAL S.A.Mark RobertsInvestor RelationsTel. 352 710 725 [email protected] FeltesPress RelationsTel. 352 710 725 [email protected] SkiesBoris DjordjevicInvestor RelationsTel: 31 70 306 [email protected] DickieCommunicationsTel: 31 70 306 4189Mobile: 31 6 250 733 01
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