New Skies Shareholders Approve Acquisition by Blackstone
New Skies
Satellites N.V. (AEX, NYSE: NSK), the global satellite communications
company, today announced that its shareholders have approved the sale
of the Company to affiliates of The Blackstone Group, a leading
private investment firm, with 92.4% of shares in attendance voting for
the acquisition.
A simple majority of those attending the Extraordinary General
Meeting of shareholders, which was held in The Hague today, was
required to approve the deal. The sale of the company, for $956
million in cash, equivalent to approximately $7.96 per fully diluted
share, will involve the transfer of New Skies’ business and operations
to Blackstone and the distribution of the cash proceeds to New Skies
shareholders. The sale will be structured as a sale of New Skies’
assets and liabilities. New Skies’ business activities will be
continued under ownership by Blackstone and all employment obligations
will be honored.
“Since New Skies’ inception, we have sought to manage the Company
with one overriding principle guiding our actions and decisions — the
creation of shareholder value,” said Dan Goldberg, chief executive
officer of New Skies Satellites. “As such, we are gratified that our
shareholders have overwhelmingly approved our recommendation to
approve this transaction with Blackstone, a transaction that resulted
from a thorough and comprehensive evaluation process.”
New Skies has filed all of the requisite applications for
regulatory approval and has already received early termination of the
required waiting period under the U.S. Hart-Scott-Rodino Antitrust
Act. New Skies anticipates that the transaction will be completed by
approximately the end of 2004 or early 2005, following the receipt of
the remaining approvals and satisfaction of other customary closing
conditions. At that time, an initial distribution of approximately 95%
of the sale proceeds will be paid to shareholders and a final
distribution of the remaining proceeds will be made shortly
thereafter.
Goldman Sachs & Co. and N M Rothschild & Sons Limited served as
financial advisors to New Skies, and Cleary, Gottlieb, Steen &
Hamilton and De Brauw Blackstone Westbroek N.V. served as its legal
advisers. Morgan Stanley and Deutsche Bank Securities, Inc. served as
financial advisors to Blackstone, while Simpson Thacher & Bartlett LLP
and NautaDutilh N.V. served as its legal advisors. Deutsche Bank and
ABN AMRO are providing acquisition financing for the transaction.
About New Skies Satellites
New Skies Satellites (AEX, NYSE: NSK) is one of only four fixed
satellite communications companies with truly global satellite
coverage, offering video, data, voice and Internet communications
services to a range of telecommunications carriers, broadcasters,
large corporations, Internet service providers and government entities
around the world. New Skies has five satellites in orbit, ground
facilities around the world and one additional spacecraft under
construction. The company also has secured certain rights to make use
of additional orbital positions for future growth. New Skies is
headquartered in The Hague, The Netherlands, and has offices in
Beijing, Hong Kong, New Delhi, Sao Paulo, Singapore, Sydney and
Washington, D.C. Additional information is available at
www.newskies.com.
About The Blackstone Group
The Blackstone Group, a private investment and advisory firm with
offices in New York, Atlanta, Boston, London and Hamburg, was founded
in 1985. The firm has raised a total of approximately $32 billion for
alternative asset investing since its formation. Over $14 billion of
that has been for private equity investing, including Blackstone
Capital Partners IV, the largest institutional private equity fund
ever raised at $6.45 billion, and Blackstone Communications Partners
I, the largest dedicated communications and media fund at over $2.0
billion. In addition to Private Equity Investing, The Blackstone
Group’s core businesses are Private Real Estate Investing, Corporate
Debt Investing, Marketable Alternative Asset Management, Corporate
Advisory, and Restructuring and Reorganization Advisory.
www.blackstone.com
Safe Harbor
Section 27A of the U.S. Securities Act of 1933 and Section 21E of
the U.S. Securities Exchange Act of 1934 provide a “safe harbor” for
forward-looking statements made by an issuer of publicly traded
securities and persons acting on its behalf. New Skies Satellites N.V.
has made certain forward-looking statements in this document in
reliance on those safe harbors. A forward-looking statement concerns
the company’s or management’s intentions or expectations, or are
predictions of future performance. These statements are identified by
words such as “intends”, “expects”, “anticipates”, “believes”,
“estimates”, “may”, “will”, “should” and similar expressions. By their
nature, forward-looking statements are not a matter of historical fact
and involve risks and uncertainties that could cause New Skies’ actual
results to differ materially from those expressed or implied by the
forward-looking statements for a number of reasons. Factors which may
affect the future performance of New Skies include: delays or problems
in the construction or launch of future satellites; technical
performance of in-orbit satellites and earth-based infrastructure;
increased competition and changes in technology; growth of and access
to the company’s target markets; legal and regulatory developments
affecting the company’s business; and worldwide business and economic
conditions, among other things. These risks and other risks affecting
New Skies’ business are described in the company’s periodic filings
with the U.S. Securities and Exchange Commission, including but not
limited to New Skies’ Annual Report on Form 20-F for the year ended
December 31, 2003. Copies of these filings may be obtained by
contacting the SEC. New Skies disclaims any obligation to update the
forward-looking statements contained in this document.
