SES has announced that it has agreed with GE a EUR 1.2bn split-off transaction in which SES will contribute certain assets and cash to a new company and exchange shares of that new company for GE's entire holding of 103,149,900 shares in SES, subject to satisfaction of certain closing conditions. As disclosed in March 2006, SES has been discussing with GE a number of options to achieve a structured exit from its remaining shareholding.
GE will exchange its shareholding in SES for shares in a new company, SES International Holdings, Inc. ("SIH"), comprising assets and EUR 588 million in cash, subject to certain closing adjustments. SES has agreed to pay an equivalent of EUR 12 for each exchanged share1, resulting in a total transaction value of EUR 1,238 million. The cash amount and the transaction value may be increased by approximately EUR 45 million depending on the closing date.
The assets of SIH will be:
+ The AMC-23 satellite and its related business
+ 100% of SATLYNX
+ 49.5% of Bowenvale (representing a 34.1% interest in AsiaSat)
+ 19.99% of Star One
+ 5.5% of Orbcomm
Due to the intended US tax treatment of the transaction, third party valuations of the assets were secured.
The transaction announced today allows SES to achieve two important business objectives: to restructure and optimise SES' portfolio of assets following the SES NEW SKIES acquisition and to remove the GE share overhang.
The acquisition of SES NEW SKIES in March 2006 added to the SES fleet five 100% owned satellites over Asia, Africa and Latin America (NSS-806, NSS-7, NSS-703, NSS-6 and NSS-5). These satellites are in addition to the spacecraft already owned through participations in AsiaSat and Star One, as well as the three other 100% owned assets (AMC-12/ASTRA 4A, AMC-23 and AAP-1), which have comparable coverage and serve similar business purposes to some of the NEW SKIES satellites. This created an opportunity to restructure and optimise SES' business assets and portfolio of minority participations which led to the decision to divest from the shareholdings in AsiaSat and in Star One as well as to dispose of the AMC-23 satellite operated over the Pacific Ocean Region (POR).
With SES NEW SKIES generating most of its revenues in the government and enterprise infrastructure segment, SES has also re-evaluated the relevance of certain of its satellite end-to-end managed service activities in the enterprise market. As a result, SES decided to divest from SATLYNX, the group's end-to-end managed service entity. There will now be an increased focus of the SES service business on media and government applications.
1 SES' shares on Euronext Paris on 13.2.07 closed at EUR 13,63
SES expects to derive significant corporate benefits from the transaction as it removes the GE overhang which had created the perception of a cap on the SES share price since the announcement that GE intended to divest its interest in SES.
The transaction is expected to close by Q2 2007 subject to the satisfaction of the closing conditions (which include, among others, receipt of certain approvals from SES' shareholders, a tax ruling regarding the tax treatment of the transaction for GE, and required regulatory approvals).
An Extraordinary General Meeting will be scheduled for March 15th, 2007, in order to allow the Company to buy back all 103,149,900 C-shares, of which 85,958,250 will be canceled. As the B-shareholders have elected to be paid in FDRs in lieu of cash, the remaining 17,191,650 C-shares will be converted into FDRs in order to pay the B-shareholders for their 42,979,125 B-shares.