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EADS agreed to buy BAE Systems’ stake in Astrium for €165 million, but the original July 2002 agreement did not complete. After that agreement lapsed, the companies signed a new deal in January 2003, under which EADS acquired BAE’s Astrium shares and gained sole control of the business. The transaction was tied to the UK’s Skynet 5 satellite programme and Paradigm Secure Communications.
What stake did EADS buy, and how much did it pay?
Under the terms announced by BAE Systems on 25 July 2002, EADS was to acquire BAE’s 25% voting interest and 27.5% economic interest in Astrium for €165 million. EADS already held the remaining 75% of voting rights and 72.5% of the economic interest. The announced purchase would therefore give EADS full ownership, although the initial agreement later lapsed and was replaced by a new agreement.
BAE Systems’ announcement on 25 July 2002 stated the price and proposed ownership transfer.
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The transaction had two agreement stages. The European Commission records that the initial sale and purchase agreement lapsed on 20 December 2002 because its conditions precedent were not met. EADS and BAE Systems signed a new agreement on 30 January 2003. Under that agreement, EADS acquired all of BAE Systems’ shares in Astrium and obtained sole control of the TX business unit. BAE’s preliminary results for 2002 described the sale as completed in January 2003, subject to regulatory approval, and noted revised terms involving the UK’s Skynet 5 programme and Paradigm joint venture.
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On 24 April 2003, the European Commission granted a derogation to allow urgent restructuring while the regulatory process was under way. The Commission subsequently found the acquisition compatible with the common market and the EEA Agreement.
Why was the Astrium deal linked to Skynet 5 and Paradigm?
The sale was connected to the UK’s Skynet 5 military satellite-communications programme. Paradigm Secure Communications was being created for the programme and was expected to contract with Astrium for satellites and ground systems. Under the revised transaction terms, BAE transferred its participation in Skynet 5 and its Paradigm joint-venture interest to EADS. The arrangement linked the change in Astrium ownership with the company and programme that would procure the systems Astrium was expected to provide.
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What was Astrium?
Astrium was formed in 2000 by combining Matra Marconi Space with the satellite and space-infrastructure activities of DASA. Before the acquisition, BAE Systems and EADS jointly controlled the company, with BAE holding 25% and EADS 75% of voting rights.
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Astrium’s work covered the design, development, manufacture and supply of space systems, including:
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What was the scale and stated rationale?
In its 2002 announcement, BAE Systems described Astrium as having 8,400 employees, including more than 2,200 in the UK, and reported 2001 sales of €1.9 billion. These are figures cited by BAE at the time of the announcement, not current company figures.
EADS said the acquisition would bring its space interests in the UK, France, Germany and Spain together in one company and improve industrial and financial efficiency. BAE’s announcement described the intended outcome as integrating those interests and increasing the overall industrial and financial efficiency of EADS’s space business.
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Did regulators approve the acquisition?
Yes. The European Commission concluded that EADS acquired control of the whole Astrium undertaking by purchasing BAE Systems’ shares. It found no serious competition concerns and declared the operation compatible with the common market and the EEA Agreement.
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