U.S. Blocks Asiasat Deal by GE, Chinese Firm

BRUSSELS — The U.S. State Department’s refusal to permit GE Capital and the Chinese government-owned CITIC Group to become 50-50 owners of satellite-fleet operator AsiaSat could dissuade small non-U.S. satellite operators from buying U.S.-built satellites, according to industry officials.

 These officials said the State Department’s de facto veto power over a business arrangement between GE Capital and CITIC — who between them already own some 69 percent of Hong Kong-based AsiaSat — is due to AsiaSat’s use of U.S.-built satellites.

 ”If they had wanted small satellite operators in Asia, the Middle East or elsewhere to stop buying U.S. satellites, this is how they would have acted,” said one satellite operator. “It’s hard to explain otherwise.”

 The U.S. State Department, in a decision received April 21 by AsiaSat, said it would not approve the plan agreed to by GE Capital and CITIC to withdraw AsiaSat from the Hong Kong and New York stock exchanges, paying off existing shareholders and eventually owning the company outright between them. The U.S. government has a say in any change in Asiasat’s ownership because the company operates three U.S.-built satellites and has another on order.

GE Capital purchased the 34.1 percent of AsiaSat that had been owned by satellite-fleet operator SES Global as part of a broader transaction involving satellite and other SES-owned assets in Asia, Europe and South America.

Through a jointly-owned holding company in the British Virgin Islands called Bowendale Ltd., which was created for the purpose, GE Capital and CITIC offered AsiaSat shareholders a 30 percent premium on the price of their AsiaSat shares.

Peter Jackson, AsiaSat’s chief executive, said the cost and time-consuming nature of U.S. stock market regulations argued in favor of a de-listing. In addition, a privately held company would not be obliged to disclose as much of its strategy as would a listed company.

Shareholders, who had seen AsiaSat’s stock decline by about 12 percent in the past three years while Asian markets in general have shown substantial gains, approved the measure.

AsiaSat had scheduled a meeting of shareholders for April 24 to finalize the deal. Since the transaction was announced in mid February, AsiaSat had not heard any objections from the State Department.

The GE Capital-CITIC deal would have increased the percentage of Asiasat owned by U.S. interests, with GE Capital’s stake climbing to 50 percent. Nevertheless, the State Department late on April 20 EDT informed GE Capital and AsiaSat that it would not grant approval of the transaction.

In an April 26 interview, Jackson said AsiaSat hurriedly cancel ed the April 24 meeting and now will consider its options. Most likely, he said, the decision will force the company to maintain a small public float on the Hong Kong and New York exchanges.

Jackson said the State Department decision did not explain the basis for the objection or propose ways that the GE Capital-CITIC deal could be modified to overcome the U.S. government’s objections.

 Jackson declined to speculate on what might have motivated the decision other than “the fact that CITIC will now own half the company instead of a third, and the fact that, once privatized, we would not be forced to disclose as much of our strategy.”

The State Department controls the issuance and the parameters of technology-assistance agreements that satellite operators need to be able to discuss technical issues with their U.S. satellite suppliers. Moving forward with the GE Capital-CITIC deal despite the government objections would put those agreements in jeopardy.

In addition, AsiaSat needs a U.S. State Department-issued export license to launch its AsiaSat 5 satellite, now under construction at Space Systems/Loral in Palo Alto, Calif., aboard a Sea Launch Co. Land Launch rocket in late 2008.

“We simply cannot dismiss this opinion,” Jackson said. “The same would be true if we wanted to sell one of our satellites — we need the government’s authorization. In this particular case, the proposed transaction does represent a change in control, and the State Department does have a right to deliver an opinion under our existing licenses.”

In the past five years, satellite manufacturers in Europe, China and India have begun producing spacecraft with no U.S.-made components whose presence would require U.S. State Department approval of where the satellite is launched, or who owns or operates it. Some of these manufacturers have made this a selling point to prospective customers in South America, Africa, the Middle East and Asia.

The U.S. State Department did not respond to requests for comment by press time.