SES/ASTRA TAKES 34.13% ASIASAT STAKE AND ENTERS INTO SHAREHOLDER AGREEMENT WITH CITIC
Société Européenne des Satellites (SES), operator of ASTRA, Europe's leading Direct-to-Home satellite system, has today entered into a definitive agreement to purchase a 34.13% interest in the premier Asian satellite operator Asia Satellite Telecommunications Holdings Ltd. ("AsiaSat") from Cable and Wireless plc and Hutchison Whampoa Limited.
SES will pay a total consideration of US$ 331 million to Cable and Wireless and Hutchison Whampoa, equivalent to HK$ 19.25 per share. It is expected that completion of the purchase will occur on January 15th, 1999.
The transaction is to be effected through the acquisition by SES of 49.5% of the issued share capital and of 50% of the voting rights of Bowenvale Limited ("Bowenvale"), a company that controls 68.95% of the issued share capital of AsiaSat. AsiaSat is listed on both the Hong Kong (HKSE: 1135) and the New York (NYSE: SAT) stock exchanges.
AsiaSat, based in Hong Kong, currently operates three geostationary spacecraft providing broadcast and telecommunications services to over two-thirds of the world's population in 53 countries. A fourth satellite will be launched in early 1999, and a further back-up satellite has recently been commissioned.
CITIC (China International Trust and Investment Corporation), an existing shareholder in Bowenvale, has agreed to increase its shareholding in the company to 50.5% by acquiring the remaining Bowenvale shares pro rata held by Cable and Wireless and Hutchison Whampoa. CITIC is China's leading state-owned investment corporation with diversified holdings in banking, securities, energy, telecommunications, real estate, manufacturing, transportation, and trading.
The transaction is expected to be slightly dilutive in terms of earnings per share for SES in 1999, due to the amortization of the goodwill and financing costs resulting from this investment. SES believes that the transaction will be earnings neutral until 2001 and thereafter contribute significantly to SES' continued earnings growth.
Strategy
The transaction represents a significant step in SES' strategy, as set out at the time of its IPO in July 1998, to enhance long term growth through geographic expansion into markets outside of Europe, especially into markets with significant satellite service growth potential. The Asian market offers huge potential for satellite broadcast and telecommunications services with a large population unserved by terrestrial broadcast or telecoms infrastructure.
SES will work closely with the management of AsiaSat and with CITIC to develop and enhance the business of AsiaSat. Specific value creation opportunities include:
- The complementary geographic coverage of AsiaSat and ASTRA extends from Western Europe to South East Asia, including Australia, providing services to more than 335 million households. The strategic alliance between AsiaSat and ASTRA will enhance the service available to audio visual and multimedia customers of both companies.
- ASTRA is the most successful DTH satellite operator in the world, with ten years of experience in developing DTH markets in Europe. SES will contribute to the development of AsiaSat's DTH services in several Asian markets.
- ASTRA is at the forefront of providing Internet and multimedia services via satellite and has established ASTRA-NET to provide high-speed data and multimedia services direct to PC's in Europe.
- Starting in 1999, SES will provide high-speed, two-way audiovisual and multimedia transmissions via the ASTRA satellite system. SES believes that the Asian market provides significant growth opportunities for these services.
- AsiaSat has strong experience in telecommunications services and attractive orbital positions, both of which will contribute to SES' goal of establishing a global broadband satellite network.
- Both ASTRA and AsiaSat expect to achieve significant economies of scale in the procurement, launch and operation of satellites.
Shareholder Agreement
A Bowenvale shareholder agreement has been entered into by CITIC and SES. Following completion, CITIC and SES will be entitled to appoint four representatives each to the Board of Bowenvale. Decisions of the Board of Bowenvale will be by unanimous vote. CITIC, SES and Bowenvale shall ensure that the eight Directors of Bowenvale are appointed to the Board of AsiaSat, which will consist of a total of thirteen members.
CITIC and SES have undertaken not to dispose of their interest in AsiaSat without the consent of the other.
Each will have 50% of the voting share capital in Bowenvale.
The Securities and Futures Commission of the Hong Kong Stock Exchange has confirmed that there is no requirement to make a general offer as a result of the transaction.
SES was advised by HSBC Investment Bank and Touchstone Securities. CITIC, Cable and Wireless plc and Hutchison Whampoa Limited were advised by Goldman Sachs (Asia) L.L.C.
States Romain Bausch, Director General and Chairman of the Management Committee of SES: "The investment in AsiaSat is a cornerstone in SES' strategic development. With this acquisition, SES gains access to Asia through the highest quality operator in the region. It also provides the framework for a mutually fruitful co-operation between the leading regional satellite operators of Asia and Europe. We look forward to working very closely with the management of AsiaSat and our fellow shareholder CITIC, to maximize the value of our investment for the benefit of customers, shareholders and employees. The transaction positions SES and its ASTRA Satellite System, together with AsiaSat, to play a leading role in the planned establishment of a global broadband satellite infrastructure."
For further information please contact:
SES/ASTRAYves Feltes
Press Relations Manager
Tel. (352) 710 72 51
Gavin Anderson & Company
Byron Ousey
Director
Tel. (44) 171 457 2345
AsiaSat
Sabrina Cubbon
General Manager Marketing
Tel. (852) 2805 66 50
AsiaSat
Winnie Pang
Corporate Affairs Manager
Tel. (852) 2805 6657
And/or www.astra.lu and www.asiasat.com
BACKGROUND ON SES
SES is Europe's leading provider of satellite broadcast services. SES owns and operates the ASTRA satellite system which today consists of 8 geostationary satellites, 7 co-located at the orbital position of 19.2° East and 1 at the orbital position of 28.2° East.
SES was founded in 1985 and is headquartered in Luxembourg. SES launched its first satellite, ASTRA 1A, exactly ten years ago on December 11th, 1988. It was the first satellite operator to co-locate satellites in geostationary orbit, enabling a single fixed consumer dish to receive programming from several satellites simultaneously. SES' customers include most of the leading private as well as public broadcasters in Europe, including ARD and ZDF (Germany); BSkyB (UK); BBC (UK); Canal+ (France); CLT-UFA (Luxembourg); the Kirch Gruppe (Germany); Sogecable (Spain) and Wizja TV (Poland). International clients include Turner Broadcasting (USA) and Viacom (USA).
The ASTRA satellite system currently transmits 98 analogue and 336 digital television channels and more than 360 analogue and digital radio channels over 148 transponders to countries within its European footprint.
As of June 30th, 1998, of all European households receiving TV by either satellite or cable, more than 73 million (92 per cent) received one or more channels via the ASTRA system. ASTRA now reaches some 44 per cent of all European TV households.
SES is the third largest commercial satellite operator worldwide by revenues. In 1997, SES reported revenues of LUF 18,074 million (US$ 516 million) and net income of LUF 6,406 million (US$ 183 million). For the first six months ended June 30th, 1998, SES reported revenues of LUF 10,091 million (US$ 288 million) and net income of LUF 3,645 million (US$ 104 million).
SES was listed on the Luxembourg stock exchange in July of this year in an Initial Public Offering. The transaction raised 37.2 billion LUF (US$ 1.0 billion) for the existing shareholders of SES through the disposal of 1/6 of the equity in form of Fiduciary Depository Receipts (FDR's) and valued the Company at approximately 225.4 billion LUF (US$ 6.0 billion).
SES expects to be the first European satellite operator to commercially exploit the Ka-band frequency for interactive and multimedia services in Europe. In 1999, SES will commence operations of a return channel system via satellite, which will serve the growing market in Western and Central Europe for 2-way asymmetric, high-speed broadband collection and delivery of multimedia.
BACKGROUND ON ASIASAT
AsiaSat is Asia's first privately owned satellite operator. AsiaSat was established in Hong Kong in February 1988 and launched its first commercial satellite on April 7th, 1990. AsiaSat 1 was highly successful, reaching full capacity by the end of 1991. Following that success, AsiaSat 2 was launched on 28 November 1995. AsiaSat 2 provides increased coverage of AsiaSat 1 and greater capacity and power. AsiaSat also has another satellite called AsiaSat G.
AsiaSat reaches 53 countries and two-thirds of the world's population. AsiaSat 3 was launched in December 1997 but failed to reach the correct orbit. With the insurance proceeds from AsiaSat 3, AsiaSat commissioned AsiaSat 3S, which is due to be launched during the first quarter of 1999. In November 1998, a further back-up satellite was commissioned.
AsiaSat reported a profit in 1997 of HK$ 577 million (US$ 74 million) on turnover of HK$ 997 million (US$ 128 million). Virtually all of AsiaSat's revenues came from leasing satellite capacity to broadcast and telecommunications customers.
For the first six months of 1998, AsiaSat reported a profit of HK$ 262 million (US$ 34 million) on turnover on HK$ 466 million (US$ 60 million).
AsiaSat provides services to a number of the leading Asian television broadcasters, including Star TV, a subsidiary of News Corporation who accounted for 30.9% of AsiaSat's sales in 1997. Customers from the People's Republic of China accounted for another 28.4%, with the remainder generated from many other broadcast and telecommunications clients located in Asia and internationally.
AsiaSat completed its Initial Public Offering of 31.05% of its ordinary shares at an offer price of HK$ 20.00 per share. The shares are traded on The Stock Exchange of Hong Kong Limited and on the New York Stock Exchange in the form of American Depository Shares (ADSs).
