PROJECT NORMAN - PROPOSED ACQUISITION OF CONNECT TOPCO LIMITED BY VIASAT, INC.

Case type: MRR Form 2 (Simplified Procedure) Case Parties: VIASAT, INC./CONNECT TOPCO LIMITED Published: 17 Mar. 2022

This notification relates to the proposed acquisition of 100% share capital of Connect Topco Limited (Connect Topco or Target Company) by Viasat, Inc. (Viasat or Acquiring Company). By a Share Purchase Agreement (SPA) dated November 8, 2021, Viasat, agreed to acquire the entire issued share capital of Connect Topco from its current shareholders, namely Triton LuxTopHolding SARL, WP Triton Co-Invest, L.P, 2684343 Ontario Limited, CPP Investment Board Private Holdings (4) Inc. (collectively, the Investor Sellers). Other parties to the SPA include a number of management members whose shares in Connect Sub-Topco Ltd, a subsidiary of the Target, will convert into the Targets shares immediately before Completion (Management Sellers) and an option holder (the Option Holder Seller) (together with the Management Sellers and Investor Sellers, the Sellers) (the Proposed Transaction).

Viasat is a global provider of two-way satellite services based in Carlsbad, California, United States; and publicly listed on the Nasdaq, with operations worldwide. In Nigeria, Viasat has two (2) subsidiaries: Viasat Nigeria Limited (Viasat Nigeria) and RigNetAP Facilities & Services Limited (RigNetAP Nigeria). Viasat has three (3) core business segments: Satellite Services (i.e., satellite-based high-speed broadband services globally for use in commercial applications), Commercial Networks (i.e., network technology and equipment in broadband satellite markets), and Government Systems (i.e., communications and cybersecurity products and services to Governments). Connect Topco is the ultimate parent entity of Inmarsat. Inmarsat is a privately-held UK company, headquartered in London, that offers two-way satellite communications services globally. Inmarsats business is organised into four customer segments: Aviation, Maritime, Enterprise, and Government. Connect Topco does not have any subsidiary or business interest in Nigeria; its activities in Nigeria are almost entirely limited to out of jurisdiction (offshore) satellite services (Ka- and L-band capacity) provided to maritime/shipping companies operating in Nigeria. Inmarsats turnover in Nigeria in 2020 was below USD 950,000. There is no current plan to make any change to the business operations of Viasat in Nigeria following implementation of the Proposed Transaction. The parties will continue to focus on Viasats existing operations within Nigeria. Also, the Proposed Transaction will have no negative impact on the employees and management of Viasat Nigeria and RigNetAP Nigeria.

The Proposed Transaction will not raise any competition issues because only Viasat has subsidiaries operating directly in the Nigerian satellite communications industry, specifically in the provision of broadband connectivity to offshore oil and gas rigs and floating production storage and offloading units (FPSOs). Connect Topco, its subsidiaries and the Sellers do not supply offshore rigs and FPSOs; Connect Topcos operations in Nigeria are de minimis and are limited to contractual relationship between Connect Topcos subsidiaries and third parties that have maritime/shipping companies operating in Nigeria. There are thus no horizontal overlaps between the parties to the Proposed Transaction in Nigeria. And there are no actual vertical overlaps in Nigeria.