Luxembourg and McLean, VA, 30 April 2024 -- SES S.A. (?SES?) and Intelsat S.A. (?Intelsat?) announce an agreement for
SES to acquire Intelsat through the purchase of 100% of the equity of Intelsat Holdings S.a.r.l. for a cash consideration of
$3.1 billion (?2.8 billion) and certain contingent value rights. The combination will create a stronger multi-orbit operator with
greater coverage, improved resiliency, expanded suite of solutions, enhanced resources to profitably invest in innovation,
and benefit from the collective talent, expertise, and track record of both companies.
The combination will deliver greater value for customers and partners, as well as providing a compelling alternative in the
new era of growth, innovation, and competition for the satellite communications industry.
The transaction, which is subject to relevant regulatory clearances/filings and customary provisions concerning cooperation
and measures in seeking such regulatory clearances, which are expected to be received during the second half of 2025,
is fully supportive of SES?s financial policy and is underpinned by expected total synergies equivalent to 85% of the total
equity value of the transaction. The transaction has been unanimously approved by the Board of Directors of both
companies and Intelsat shareholders holding approximately 73% of the common shares have entered into customary
support agreements requiring them to vote in favour of the transaction.
Transaction highlights
? Delivers ?2.4 billion (NPV) of synergies (85% of equity consideration) with 70% executed within 3 years after closing.
? Expands multi-orbit satellite-based capabilities, spectrum portfolio, and global ground network to serve customers.
? Increases revenue in high demand and growing Networks segments representing ~60% of expanded revenue base.
? Combines complementary investment in space, ground, and network innovation to unlock future value and opportunity.
? Brings together a wealth of collective talent, expertise, engineering knowledge, and go-to-market capabilities.
? Company(1) will benefit from gross backlog of ?9 billion, revenue of ?3.8 billion, and Adjusted EBITDA of ?1.8 billion.
? Medium-term Adjusted EBITDA growth driving future free cash flow (FCF) generation outlook.
? Commitment to investment grade metrics with net leverage below 3 times within 12-18 months after closing.
? Commitment to annual dividend of ?0.50 per A-share with expanded FCF base supporting potential for future increases
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