Agoracom: Small Cap Investment - e.Digital - RE: EchoStar, DirecTV Ready MPEG-4-Based Satellite Receivers

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RE: EchoStar, DirecTV Ready MPEG-4-Based Satellite Receivers - LL

posted on Jan 08, 2005 08:42AM

Monday December 27, 2004, 17h17

Archos: Echostar enters to the capital!

Archos (Paris: FR0000182479 - topicality ) announces to have concluded a cooperation agreement qualified from ``major`` with the American group Echostar , which comprises a financial aspect and a trade section.

The financial shutter, consists of an investment of EchoStar of 7 Million Euros, in the form of convertible bonds (OCA (NYSE: OCA - topicality )) reserved with EchoStar likely to give him access to 26% of the capital of Archos. The subscription of these OCA, to emit by the assembly of the shareholders of Archos, is subordinated to obtaining by the parts of an exemption of the MFA from the obligation to deposit a public offer. EchoStar should also subscribe to an action preferably to emit by Archos. The agreement governing this investment is supplemented by:

- a contract of emission relating to the OCA between EchoStar and Archos, which will stipulate in particular that the OCA are emitted at the price of 3,16 euros, that they will bear interest at the annual rate of 5% and that they will be convertible constantly on the initiative of EchoStar, to a parity of an action for an obligation subject to various potential adjustments. Archos will lay out moreover right ``to force`` the conversion or the refunding of part of the OCA by three successive sections of 25% if the weighted average value of the Archos action exceeds certain thresholds,

- Henri Crohas, principal shareholder of Archos and EchoStar will conclueront a pact of shareholders. This pact will come into effect as from the emission of the OCA and will be the subject the one communication of with the MFA. Mr Crohas will vote in favour of this investment as a principal shareholder.

The partnership between EchoStar and Archos also comprises a commercial aspect, expect that the French group will ensure the development and the supply of materials for EchoStar. Archos recalls that the American group exploits the numerical network of television per satellite DISH, which counts 10,4 million subscribers.