SES-Intelsat Merger Faces Regulatory Scrutiny Amid Satellite Landscape
BUCHAREST — June 12, 2024 — European regulators are scrutinizing the proposed SES-Intelsat merger. The multi-billion-dollar deal, involving Luxembourg-based operator SES, is under preliminary examination. The merger, aimed at creating a stronger competitor, faces intense scrutiny due to potential impacts on competition.The process will require clearances across multiple jurisdictions, adding complexity. For deep insights into the deal’s implications, stay tuned.
SES-Intelsat Merger Faces Regulatory Scrutiny Amid Shifting Satellite Landscape
The proposed multi-billion-dollar acquisition of Intelsat by SES, a Luxembourg-based satellite fleet operator, is now under preliminary examination by European regulators. The deal, aimed at creating a stronger competitor against the likes of SpaceX’s Starlink, faces intense scrutiny due to potential impacts on competition within the satellite communications market.
Regulatory Timelines and Concerns
- European Commission: The European Commission has set a deadline of June 10 to decide whether to approve the deal, perhaps with conditions, or to launch a more extensive four-month investigation.
- UK Competition and Markets Authority (CMA): The CMA initiated its review earlier in June, with an initial investigation deadline of June 12. The CMA also has the option to conduct a deeper analysis, which could extend the timeline significantly.
John Worthy, a partner at law firm Fieldfisher, noted the potential for delays, stating that if the CMA initiates a more detailed analysis, the timeline for closing could extend to late 2025/early 2026.
Strategic Imperative: Competing with LEO Constellations
The merger is partly driven by the need to compete more effectively with low Earth orbit (LEO) satellite networks like Starlink. The combined entity would operate over 100 geostationary and 26 medium Earth orbit (MEO) satellites. Moreover, plans are in place to deploy eight additional geostationary and seven MEO satellites by the end of 2026.
SES CEO Adel Al-Saleh stated during an earnings call on April 30 that the operator anticipates closing the transaction early in a previously forecasted window of the second half of 2025.
Financial Implications and Synergies
According to an F-4 regulatory filing submitted to the U.S.Securities and Exchange Commission, SES estimates the acquisition cost at 3.5 billion euros ($4 billion), comprising 3 billion euros in cash and 531 million euros in contingent payments tied to the potential monetization of Intelsat’s C-band spectrum.
The combined company would have generated 3.7 billion euros in revenue and 1.8 billion euros in adjusted EBITDA in 2024 on a pro forma basis. SES emphasized the strategic benefits in the F-4 filing:
the Combined Group is expected to be a stronger multi-orbit operator better able to compete in a fast-moving communications landscape and respond to the evolution of competing communications technologies, such as new and rapidly emerging non-GEO satellite constellations from well-funded LEO satellite providers and greater commoditization of satellite capacity and connectivity.
SES F-4 Filing
Regulatory Hurdles and Market Dynamics
The transaction requires clearances across multiple jurisdictions due to the global scale of both businesses. Al-Saleh identified the European Commission, CMA, Federal Communications Commission, and Department of Justice in the United States as the most notable remaining reviews. Regulators are likely to assess whether the merger could reduce competition in areas where SES and Intelsat have complementary or overlapping capabilities, such as government and mobility services, and fixed data markets.
The need to counter competition from Starlink influenced the approvals granted to Viasat for its acquisition of Inmarsat in 2023. Despite in-depth investigations, regulators concluded that new entrants would likely exert sufficient competitive pressure.
SES Financial Performance
The acquisition comes as SES faces declines in its legacy media business. Media revenues fell 10.6% year-on-year to 206 million euros for the first quarter of 2025, impacted by the bankruptcy of Brazilian customer Oi. Conversely, revenues from its networks business rose 8.4% to 302 million euros, driven by strong demand for mobility and government services.
Total SES revenues for the first quarter of 2025 slipped 0.5% to 509 million euros, and adjusted EBITDA fell nearly 1% to 280 million euros.This trend mirrors that of other satellite operators like Eutelsat, which has reported declines in broadcast alongside growth in connectivity services.