Spacecom Rejects SES Takeover Bid

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PARIS — Commercial satellite operator Spacecom of Israel has rejected a takeover bid by SES of Luxembourg, saying its large rival is undercounting the value of Spacecom’s business and proposing to leave Spacecom with a single satellite whose revenue would be insufficient to guarantee Spacecom’s future.

In a Feb. 7 statement to the Tel Aviv Stock Exchange, Spacecom officials also said they would leave it up to individual shareholders whether to accept an unrelated offer from Eurocom of Israel, a Spacecom shareholder, to become the company’s dominant owner.

Eurocom, led by Shaul Elovitch, its chief executive, currently owns 22.8 percent of Spacecom and is proposing to purchase an additional 23 percent for 46.2 Israel New Shekels ($12.93) per share. That price represents a 26.9 percent premium over where Spacecom shares traded on Jan. 1, the day before the Eurocom offer, according to Spacecom.

“Eurocom did not detail its intentions for the company and thus the directors cannot determine the implications of the change in holdings on the company and its value,” Spacecom said in its stock exchange filing, which Spacecom translated into English from the original Hebrew.

It is difficult to compare the Eurocom bid with SES’s offer because the two are not assessing the same assets.

Spacecom operates the Amos-1 and Amos-2 satellites, both located at 4 degrees west longitude, a slot that can transfer traffic between North America and the Middle East. The Amos-3 spacecraft is scheduled for launch aboard the inaugural Land Launch rocket – a Sea Launch vehicle operated from Russia’s Baikonur Cosmodrome in Kazakhstan.

Amos-3 will replace Amos-1, which will be retired.

Spacecom also has a larger Amos-4 satellite on order from manufacturer and shareholder Israel Aerospace Industries. Scheduled for delivery in 2012, Amos-4 is to be operated from an undisclosed position between 64 degrees east and 76 degrees east longitude for better coverage of Central and South Asia.

The Israeli government is financing $265 million to pay for the construction and launch of Amos-4.

The government also will take most of the satellite’s capacity. Spacecom is responsible for the remaining $100 million but is not required to start making payments until 2010. It is unclear how much capacity will be available for commercial sale.

SES’s bid for Spacecom is for the rights to its orbital slot, plus the Amos-2 and Amos-3 satellites and their current customers. The SES bid is contingent on Israel Aerospace Industries’ agreeing to continue its Spacecom agreements with SES. The document does not detail those agreements.

SES said it is not interested in taking ownership of Amos-4 and it proposes that Amos-4 be split off into a separate company over which SES would have no control.

SES said it values Spacecom at $350 million including the company’s debt, according to Spacecom. Removing the debt, and considering only those satellites and other assets that SES is targeting, SES concluded that Spacecom is worth $160 million.

Spacecom disputes SES’s math. “Concerning the company’s debts, including those related to Amos-3, and based on redemption of the company’s warrants at their face value, SES’s offer shows an asset value of the company’s purchased operations at only around $100 million pre-tax, and not $160 million as SES wrote in its approach,” the company said in its stock-exchange filing. “In the board’s opinion, this price does not reflect the company’s value, without Amos-4.”

Spacecom’s board of directors also rejects the idea of splitting off Amos-4 from the other two satellites, saying Spacecom would have trouble surviving if it was left with only Amos-4. Letting SES take the 4-degree slot and the Amos-2 and Amos-3 business, it said, would “damage the development and growth of the company in the future, to the point of a risk” to the company’s ability to stay in business.

SES spokesman Yves Feltes said Feb. 8 that the company would have no comment on the matter.

Spacecom reported 2007 revenue of $56 million and said its two operating satellites were 90 percent full.