Date: 16 August 2004 Release Number: 2004 – 26 Intelsat to Be Acquired by Consortium of Private Investors Transaction Valued at Approximately $5 BillionAcquisition Agreement • August 18th, 2004 • Intelsat LTD • Communications services, nec
Pembroke, Bermuda, 16 August 2004 — Intelsat, Ltd., a global satellite communications leader providing services in over 200 countries and territories, today announced the signing of a definitive agreement that provides for the amalgamation under Bermuda law of Intelsat and a subsidiary of Zeus Holdings Limited (“Zeus”), a company formed by a consortium of funds advised by Apax Partners, Apollo Management, Madison Dearborn Partners and Permira. At closing, Zeus will be acquiring Intelsat, and Intelsat’s current shareholders generally will be entitled to receive $18.75 for each Intelsat share issued and outstanding immediately prior to closing, subject to adjustment in a specified circumstance. The total value of the transaction, including approximately $2 billion of existing net debt, is approximately $5 billion. The transaction was approved unanimously by the Intelsat, Ltd. Board of Directors.
TRANSACTION AGREEMENT AND PLAN OF AMALGAMATION Among INTELSAT, LTD., INTELSAT (BERMUDA), LTD., ZEUS HOLDINGS LIMITED, ZEUS MERGER ONE LIMITED and ZEUS MERGER TWO LIMITED Dated as of August 16, 2004Transaction Agreement and Plan of Amalgamation • August 18th, 2004 • Intelsat LTD • Communications services, nec • New York
TRANSACTION AGREEMENT AND PLAN OF AMALGAMATION (this “Agreement”), dated as of August 16, 2004, among Intelsat, Ltd., a Bermuda company (the “Company”), Intelsat (Bermuda), Ltd., a Bermuda company and a wholly owned subsidiary of the Company (“Bermuda Limited”), Zeus Holdings Limited, a Bermuda company (“Parent”), Zeus Merger One Limited, a Bermuda company and a wholly owned subsidiary of Parent (“Amalgamation Sub” and the Company and Amalgamation Sub sometimes being hereinafter collectively referred to as the “Constituent Companies”), and Zeus Merger Two Limited, a Bermuda company and wholly owned subsidiary of Amalgamation Sub (“Amalgamation Sub Two”).
