SES to acquire Intelsat in compelling transaction focused on the future

Value accretive transaction underpinned by 2.4 billion (NPV) of readily executable synergies.

Creating a stronger multi-orbit operator with 60% of revenue in high growth segments.

Enhances competitive offerings to deliver customer value through segment-relevant solutions.

Expanded cash flows, profitable growth outlook, & strong balance sheet drive total shareholder return.

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( ) 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.

Adel Al-Saleh, CEO of SES, commented: This important, transformational agreement strengthens our business, enhances our ability to deliver world-class customer solutions, and generates significant value for our shareholders in a value accretive acquisition which is underpinned by sizeable and readily executable synergies.

In a fast-moving and competitive satellite communication industry, this transaction expands our multi-orbit space network, spectrum portfolio, ground infrastructure around the world, go-to-market capabilities, managed service solutions, and financial profile. I am excited by the opportunity to bring together our two companies and augment SES's own knowledge base with the added experience, expertise, and customer focus of the Intelsat colleagues.

Going forward, customers will benefit from a more competitive portfolio of solutions with end-to-end offerings in valuable Government and Mobility segments, combined with value-added, efficient, and reliable offerings for Fixed Data and Media customers. This combination is also positive for our supply chain partners and the industry in creating new opportunities as satellite-based solutions become an increasingly integral part of the wider communications ecosystem.

Our expanded business will deliver sustained EBITDA growth and strong cash generation, in turn supporting incremental profitable investment in capabilities and solutions to fulfil rapidly expanding and evolving customer demand while also delivering sustained returns to shareholders.

David Wajsgras, CEO of Intelsat, commented: Over the past two years, the Intelsat team has executed a remarkable strategic reset. We have reversed a 10-year negative trend to return to growth, established a new and game-changing technology roadmap, and focused on productivity and execution to deliver competitive capabilities. The team today is providing our customers with network performance at five 9s and is more dedicated than ever to customer engagement and delivering on our commitments. This strategic pivot sets the foundation for Intelsat's next chapter.

By combining our financial strength and world-class team with that of SES, we create a more competitive, growth-oriented solutions provider in an industry going through disruptive change. The combined company will be positioned to meet customers' needs around the world and exceed their expectations.

All financial information in this press release is stated using a foreign exchange (FX) rate of 1: $1.09. Pro forma (combined) revenue and gross backlog is adjusted to eliminate intercompany transactions. Pro forma leverage is after acquisition costs including related fees. The financial outlook assumes nominal satellite launch schedule and nominal satellite health status. Net Present Value (NPV) of expected synergies includes expected realisation costs. Further information regarding the financial information presented is provided below.

Overview of the transaction

LINK:	https://www.ses.com/press-release/ses-acquire-intelsat-compelling-tran...
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