PEMBROKE, Bermuda and WILTON, Conn. – Two of the largest satellite companies in the world, Intelsat, Ltd. and PanAmSat Holding Corporation are getting together.
The two companies announced today they have signed a definitive merger agreement under which Intelsat will acquire PanAmSat for US$25 per share in cash, or US$3.2 billion. The new company will have a combined fleet of 53 satellites.
“The transaction will create a premier satellite company that will be a leader in the digital delivery of video content, the transmission of corporate data and the provisioning of government communications solutions,” says the press release.
PanAmSat brings a strong, video-centric customer base, including leading providers of cable TV programming, while Intelsat’s historical strength has been in providing core telephony and advanced data services to developing and underserved regions around the world. Over the long term, the company will consolidate best practices from the two respective organizations. "We will leverage our combined intellectual, material and people assets to continue the high-quality service Intelsat and PanAmSat customers have come to expect," said Intelsat CEO David McGlade.
Following the transaction, the company will have enhanced financial strength and revenue and free cash flow growth opportunities. The company is expected to have pro forma annual revenues of more than US$1.9 billion and to maintain significant free cash flow from operations, providing significant resources for capital expenditures and debt service.
The new company will offer its customers expanded coverage with additional back-up satellites, supporting fibre networks and enhanced operational capabilities. With an increased focus on developing advanced communications technologies, the company will meet the needs of cable TV programmers, broadcasters, businesses, governments and consumers worldwide, it says.
It will serve customers in more than 220 countries and territories.
"The combination of Intelsat and PanAmSat creates an industry leader with the ability to provide competitive communications and video services to consumers and businesses," said McGlade, in a release. "The two companies are complementary in customer, geographic and product focus. Together, we will continue providing the highest level of service to existing customers while growing new business in rapidly expanding communications markets."
McGlade will continue to serve as CEO and a director of the company upon closing. Joseph Wright, currently CEO of PanAmSat, is expected to become chairman of the board upon completion of the transaction.
"Today, PanAmSat offers its video, data and government customers a highly reliable level of service that only a technically advanced and financially strong satellite operator can provide," added Wright. "Now, we will combine the best from both companies and bring a professional business approach to the new enterprise to benefit our customers, employees and shareholders. This is a ‘win-win’ for both companies, and a terrific outcome for all of PanAmSat’s shareholders, who will receive US$25 per share in cash – a significant premium over the recent stock price and nearly a 40% premium over the IPO price of about six months ago. In addition, our shareholders will continue to receive dividends, at the current annual rate or higher, until we close the transaction."
Under the agreement, which was approved unanimously by the boards of both companies, Intelsat will acquire all outstanding common shares of PanAmSat, and additionally Intelsat will either refinance or assume approximately US$3.2 billion in debt of PanAmSat Holding Corporation and its subsidiaries. Shareholders owning approximately 58% of PanAmSat’s shares have agreed to vote in favor of the combination.
The companies anticipate that the transaction could close in approximately six to 12 months.
