Under the terms of SES Global's friendly bid, SES Global was offering 22.52 dollars per New Skies shares.

SES Global's total cash bid would amount to 760 million dollars (631 million euros) and it would also take on 400 million dollars of New Skies debt.

"New Skies' fleet considerably strengthens our ability to provide satellite infrastructure and services in geographic regions and business segments with high growth rates," SES Global presidency and chief executive Romain Bausch.

"Furthermore, this acquisition provides SES with an existing cable neighborhood in Latin America and will facilitate the further development of SES' government services," he added.

New Skies is a Bermudan company but its operating base is in The Hague and its shares trade on the New York Stock Exchange.

Speculation has been rife for months that a takeover bid for New Skies was in the air.

New Skies chief executive Dan Goldberg said that the SES Global offer represented a 10 percent premium over the closing price of August 18, the last closing price before speculation started.

The company's board unanimously approved the deal and is recommending it to shareholders.

related report
SES Global To Acquire New Skies Satellites
Betzdorf, Luxembourg (SPX) Dec 15 - SES Global and New Skies Satellites Holdings have announced that they have entered into a binding agreement pursuant to which SES Global will acquire 100% of New Skies by way of a merger under Bermudian law (an amalgamation).

SES Global will acquire New Skies for US$ 22.52 per share in cash. Existing options will be cancelled for a payment equal to the difference between US$ 22.52 per share and the exercise price. The total payment for the equity of New Skies will be US$ 760 million.

At closing, New Skies is expected to have approximately US$ 400 million of net indebtedness under its credit facility, Floating Rate Senior Notes and Senior Subordinated Notes. SES will re-finance the existing bank debt of New Skies and may leave the Floating Rate Senior Notes and Senior Subordinated Notes of New Skies outstanding.

The cash-only transaction thus values New Skies at an enterprise value at closing of US$ 1.160 billion. As part of the agreement, New Skies has agreed to terminate its quarterly dividend program after the declaration and payment of its 2005 fourth quarter dividend.

New Skies, a Bermudian company with its main operating subsidiary headquartered in The Hague, The Netherlands, is the world's fifth largest satellite operator based on transponder capacity, with five spacecraft positioned at strategic orbital locations around the globe and an additional satellite due for launch in 2006. For the twelve months ended September 30, 2005, New Skies generated revenues of US$ 232.9 million.

With its complementary satellite fleet, New Skies offers a compelling strategic fit to SES Global, whose Astra and Americom spacecraft are optimized to provide satellite services over Europe and North America.

The integration of New Skies' satellite assets will notably extend SES' presence in India, the Middle East and Africa as well as in Latin America, allowing SES better to meet its customers' requirements for Global service offerings. In addition, New Skies' customers will benefit from the expansion capacity, redundancy and broad service offerings provided by the larger SES fleet and organization.

New Skies' existing business mix also enhances SES' video-centric core business by strengthening its video, data and government segments. In the government services market, New Skies' position as a satellite capacity provider to a range of government customers is a strong complement to the comprehensive capabilities of SES' Americom Government Services in this important and fast-growing market.

The transaction will allow SES to reduce its reliance on third-party capacity for government services in certain regions of the world and, moreover, allow for synergies with respect to operating expenses across the business more broadly.

Romain Bausch, President and CEO of SES Global, stated: "New Skies is poised to become SES' third satellite infrastructure pillar, alongside Astra in Europe and Americom in North America and complementing SES' existing participations in Asia and Latin America. New Skies' fleet considerably strengthens our ability to provide satellite infrastructure and services in geographic regions and business segments with high growth rates. Furthermore, this acquisition provides SES with an existing cable neighborhood in Latin America and will facilitate the further development of SES' government services. With its state-of-the-art satellite fleet, blue chip customer base, strong growth profile, and experienced management team and highly skilled employees, we are pleased to welcome New Skies to SES. This acquisition is accretive to earnings and increases our leverage to targeted levels, while adding EBITDA. It therefore immediately increases shareholder value."

Dan Goldberg, chief executive officer of New Skies, said: "We are delighted to be entering into this agreement with SES, an agreement that serves the best interests of our shareholders, customers, employees and suppliers. As the leader in the commercial satellite sector, SES has a Global satellite fleet and other financial and strategic resources that can be leveraged for the benefit of New Skies' diverse and growing customer base. This agreement also provides significant value for our shareholders, representing a 10% premium to the closing price on August 18, 2005 (which is the last closing price prior to market speculation about the sale of the Company), a 10% premium to the volume weighted average share price since the Company's IPO, and a 36% premium to the IPO listing price just seven months ago. The Board of Directors of New Skies has unanimously approved the transaction and recommends that the Company's shareholders approve it."

The New Skies satellites are:

- NSS-7 at 22.0 degrees West, a high-capacity satellite featuring 97 transponders and 11 C- and Ku-band beams interconnecting the Americas, Europe, Africa and the Middle East. This spacecraft was launched in April 2002 with an expected End of Life (EOL) of 2015.

- NSS-6 at 95.0 degrees East, another high-capacity satellite (60 transponders) with 6 Ku-band beams interconnecting Europe, Africa, the Middle East, the Indian subcontinent, Asia and Australia. This spacecraft was launched in December 2002 with an EOL of 2019.

- NSS-806 at 40.5 degrees West, a satellite with 36 C-band and 6 Ku-band transponders, was launched in February 1998. This spacecraft is used principally for Direct-To-Cable services in the Americas with an expected EOL of 2016.

- NSS-5 at 177.0 degrees West, a Pacific Ocean satellite featuring 55 C-band and 12 Ku-band transponders, was launched in September 1997 with an expected EOL of 2015.

- NSS-703 at 57.0 degrees East, a spacecraft with 38 C-band and 20-Ku-band transponders was launched in October 1994. This satellite's expected EOL is 2009 and will be replaced by NSS-8, scheduled for launch next year.

In addition, NSS-8 is currently under construction by Boeing Satellite Systems International. in the United States and slated for launch aboard a SeaLaunch launch vehicle in the second half of 2006 to 57.0 degrees East, replacing NSS-703 with increased performance and coverage. NSS-8 will feature 92 transponders with 9 C- and Ku-band beams interconnecting Europe, Africa, the Middle East, India and Asia. The planned EOL for NSS-8 is 2020.

The transaction is conditional upon New Skies Satellites Holdings. shareholder approval, customary closing conditions, and clearances from relevant regulatory agencies, including the U.S. Federal Communications Commission. It is anticipated that the transaction will close in approximately six months. Shareholders owning approximately 55% of New Skies' shares have agreed to vote in favour of the transaction.

Goldman, Sachs & Co. served as financial advisor to New Skies and Simpson Thacher & Bartlett, NautaDutilh, Willkie Farr & Gallagher and Appleby Spurling Hunter served as its legal advisors. Gibson Dunn & Crutcher LLP, Hogan & Hartson, Stibbe, Jones Day and Conyers Dill and Pearman served as SES' legal advisors.

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