SATS Ltd. (SGX:S58) entered into a sale and purchase agreement to acquire Promontoria Holding 243 B.V from Promontoria 52 Coöperatie Ua and certain management sellers for €1.2 billion on September 28, 2022. Promontoria Holding 243 B.V owns 100% of the shares in WFS Global Holdings SAS (“WFS”). Under the terms of consideration, SATS agreed to pay €1,187 million as Base Consideration in cash minus €30 million as Disclosed Transaction cost plus of €39 million as Released Deposits plus an amount calculated by applying the rate of 2.5 per cent. per annum to the amount equal to the Adjusted Base Consideration. The estimated maximum Aggregate Consideration payable to the Sellers under the SPA is €1,271 million. SATS will acquire all of the interests in the Target for an enterprise value of €2,250 million. This translates into a purchase price of equity of €1,187 million taking into account cash, indebtedness and working capital. SATS Ltd also agreed to pay €69 million the estimated Lender PayOff Amount. The Company intends to finance the Proposed Acquisition with the proceeds from an equity fund raising, debt financing, issuance of hybrid securities and/or internal cash resources. Company has also obtained an acquisition bridge facility up to €1,200 million and base funding plan entails SGD 1.7 billion (€1.2 billion) Equity Fund Raising, with the balance amount of SGD 120 million (€86.4 million) to be funded through internal cash resources. WFS will become a wholly owned subsidiary of SATS after the proposed acquisition. SATS shall pay to the Institutional Seller an amount equal to €100 million within 30 days of termination.

For year ended March 31, 2022, Promontoria Holding 243 B.V have book value of €261 million, earnings before interest, taxes, depreciation and amortization (“EBITDA”) of €232 million, revenue of €1.7 billion & net profits of €66 million. WFS will continue to be led by Chief Executive Officer Craig Smyth, alongside other key members of the senior WFS management team.

Venezio has provided an irrevocable undertaking to SATS, pursuant to which Venezio has undertaken to vote all Shares it owns in favour of the resolution to approve the Proposed Acquisition. Transaction is subject to Regulatory approval from EU along with approval from shareholders of SATS. SATS to convene an Extraordinary General Meeting by early 2023. As of January 3, 2023, SATS convene the extraordinary General meeting on January 18, 2023. Completion of the Proposed Acquisition is expected to take place by the end of March 2023. Transaction is immediately EPS accretive, brings significant potential synergies and will deliver value to all our stakeholders. BofA Securities is the lead financial adviser to SATS Ltd. in respect of the Proposed Acquisition. DBS Bank Ltd. is the financial adviser to SATS Ltd. Michael Sturrock, Joshua Holian, Luis Lozano, Quentin Gwyer, Michael Beanland, Sarah Gadd, Paul Davies, Jeffery Anderson, Christopher Norton, Luca Crocco, Michael Green, Charles-Antoine Guelluy, Karl Mah, Jane Greyf, Max Hauser, Jana Dammann de Chapto, Rob Moulton, Michael Rackham, Timothy Hia, Damara Chambers, Andrew Galdes and Ruchi Gill of Latham & Watkins LLP as lead counsel and Allen & Gledhill LLP as Singapore counsel, with PwC Advisory Services Pte. Ltd. giving transaction advisory support to SATS.