Eutelsat, OneWeb Combination Final Agreement Reached

A final agreement has been reached paving the way for the combination of Eutelsat and OneWeb following the issuance by the employee representative bodies of their opinion on the proposed combination announced on July 26, 2022.

Consequently, Eutelsat and the main shareholders of OneWeb (Bharti, the UK Government, Softbank and Hanwha) signed the final combination agreement on November 14th.

Completion of the transaction remains subject to the customary conditions precedent, in particular the approval by the relevant regulatory authorities. Given the currently expected timetable for review by these authorities, the Extraordinary General Meeting of Eutelsat shareholders called to approve the transaction is now expected to be held in the second or third quarter of 2023. This possible change from the initially announced timetable should have no significant impact on the combined entity’s financial outlook released in connection with the proposed combination.

New Board will be Made Up of 15 Member Under the Combination Agreement

Under the final agreement, upon completion of the transaction, the Board of Directors would be composed of 15 directors, including the Chairman and a Co-Chairman (vice-président): the current Chairman of Eutelsat (independent) who will be the Chairman of the future Board of Directors, the current Chief Executive Officer of Eutelsat, who will remain as such, two directors proposed by Bharti, including Sunil Bharti Mittal as Co-Chairman, one director proposed by Bpifrance Participations, one director proposed by the UK Government, one independent director representing Fonds Stratégique de Participations, one independent director proposed by Hanwha, three independent directors proposed by OneWeb and four independent directors proposed by the Board of Directors of Eutelsat, three of whom are to be selected from among the current directors of Eutelsat. This would bring the number of independent directors on the Board to 67%.

In connection with the proposed combination, Eutelsat Communications intends to file with the AMF and publish an information document in connection with the listing of its shares to be issued in exchange for the contribution by OneWeb shareholders of part of the OneWeb shares. Investors are urged to carefully read all relevant documents published in connection with the proposed combination, including the information document when it becomes available, because they will contain important information about the proposed combination. Investors may obtain free of charge a copy of the information document as well as other documents filed with the AMF (when they become available) on Eutelsat Communications’ website and, where relevant, on the AMF website.

(Source: Eutelsat news release. Images from file)