Press Release of September 26, 2023
A German government decision has been rendered on Wednesday, 13 September, to the effect that the majority shareholders of KLEO Connect GmbH shall not increase its participation in the company by redeeming shares of the minority shareholders eightyLEO Holding GmbH and Celeste Holding AG that have turned their back on the joint venture and sided with the competitor Rivada Space Networks.
A take-over of KLEO Connect GmbH has never been the objective of the Chinese majority investor. The redemption that has been prohibited by the above mentioned government decision was a defensive measure against the decision of eightyLEO Holding GmbH and Celeste Holding AG to redeem the shares of the majority shareholders in a shareholder conflict initiated by eightyLEO Holding GmbH and Celeste Holding AG and backed by Rivada to steal the KLEO Project and transfer it to Rivada Space Networks GmbH.
Statements by Rivada that “Rivada welcomes this decision of the German federal government” and that the decision will “formally close off the avenue of Beijing’s long running lawfare campaign against Rivada and … put an end to SSST’s unlawful attempts to force out Rivada and Kleo’s German founders and attack the transfer of spectrum filings to Rivada”* only evidence the role of eightyLEO Holding GmbH and Celeste Holding AG as the agents of Rivada in taking away the KLEO Project from KLEO Connect GmbH, thereby trying to take over the substantial investments of the Chinese majority shareholders in the German telecommunication joint venture.
Only through the investments and support of the Chinese majority shareholders, KLEO Connect GmbH, at the outset a minor German telecommunication start-up, could reach BIU in 2021 and develop the KLEO Project.
The German government decision unfortunately shows that the company has not received the required political support in Germany.
However, the German government decision has no impact on the merits of the ongoing shareholder disputes and any statements to the contrary, especially if pronounced by Rivada or Rivada shareholders are wrong and misleading. It is shocking to witness how Rivada takes advantage of the geopolitical considerations that are at the core of the government decision to hide their illegal actions.
The company is in the process of evaluating practical and technical solutions in compliance with the German government decision and remains determined to protect its legal interests and will to explore, jointly with other European parties, all possibilities to continue the KLEO Project.
KLEO Connect GmbH and the majority shareholders will relentlessly pursue their legitimate rights against eightyLEO Holding GmbH, Celeste Holding AG, Rivada and any individuals involved in the illegal activities aiming at the destruction of the KLEO Project.
*Rivada statement quoted in Rivada wins legal victory | Advanced Television ( https://www.advanced-television.com)
Press Release re. decision
Reginal Court Munich I dated October 26, 2022
On 26 October 2022, the Regional Court Munich I rendered a judgement in the preliminary injunction proceeding (case no. 16 HK O 3831/22) of eightyLEO Holding GmbH against KLEO Connect GmbH regarding the validity of the shareholders’ resolutions of 21 March 2022 and 20 June 2022 on the removal of Severin Meister and Dr Clemens Kaiser as managing directors of KLEO Connect GmbH. The previously issued preliminary injunction in this proceeding, protecting the managing director position of Severin Meister and Dr Clemens Kaiser in KLEO Connect GmbH, was formally repealed.
In the reasoning of its judgement, the Regional Court Munich I stated clearly that Severin Meister and Dr Clemens Kaiser were effectively removed as managing directors of KLEO Connect GmbH by the shareholders’ resolution of 21 March 2022 and additionally would also be effectively removed by the shareholders’ resolution of 20 June 2022. Furthermore, the Regional Court Munich I came to the conclusion that resolutions on the reappointment of Severin Meister and Dr Clemens Kaiser were not validly resolved at the shareholders’ meeting of 20 June 2022.
If you are interested in reading the complete judgement in German, please click here.
Press Release of August 23, 2022
KLEO Connect GmbH and its Liechtenstein subsidiary, KLEO AG, have been involved since 2017/2018 in the realization of a global Low Earth Orbit satellite communications network based on the use of frequencies registered in Liechtenstein. This project is carried out by a European-Chinese consortium and envisages a LEO satellite network with more than 300 satellites to be fully operational by 2028.
Since February 2022, RIVADA Space Networks GmbH, which has close ties to the US military, and companies associated with it (hereinafter "RIVADA") have been attempting to take over this project in a "hostile takeover". All of these attempts are illegal and by now the subject of numerous legal proceedings.
Recent media reports (Liechtensteinisches Volksblatt of 27 July 2022, Liechtensteinisches Vaterland of 27 July 2022, etc.) have created the impression that KLEO AG and with it the Chinese investors (namely Shanghai Spacecom Satellite Technology Ltd and CED AG) had been forced out of this satellite project by RIVADA and its subsidiaries. This view is apparently also held by the Office for Communications ("AK"), which has repeatedly conveyed this (false) narrative in various statements circulated in the media.
The KLEO companies and their investors, on the other hand, have always held the view that RIVADA's attempts to take over the project are illegal and constitute an attempt at a "hostile takeover" of the project. Against this background, various court proceedings have been initiated to establish that the contractual relationship between Trion Space AG and KLEO AG as established by the Frequency Usage Agreement dated 22 September 2017 remains legally in place and thus the original consortium around KLEO AG, including the Chinese investors, continues to be the only legitimate project consortium.
By decision of 02 August 2022, the Liechtenstein Princely District Court has now issued an interim injunction in the proceedings, case number 07 CG.2022.78, according to which the Frequency Usage Agreement concluded between Trion Space AG and KLEO AG is to be fully complied with by both parties and that any acts in violation of the order are to be deemed invalid. This means that the Frequency Usage Agreement of 22 September 2017 is to be considered legally valid until further notice. With the Frequency Usage Agreement, the use of the frequencies originally allocated by the AK to Trion Space AG by frequency allocation order dated 08 January 2018 has exclusively been transferred to KLEO AG for the entire period of the allocation for the operation of the satellite system planned and developed by the latter.
At the same time, KLEO AG has exclusively been authorized to administrate the frequency allocation on behalf of Trion Space AG in its own name. Likewise, KLEO AG has exclusively been authorized by Trion Space AG to continue the relevant ITU procedures.
This means that KLEO AG alone is entitled to exercise all of these rights in accordance with the Frequency Usage Agreement. The exclusive transfer of the usage rights means that any further granting of such rights to a third party is not permitted.
Thus, further cooperation with RIVADA in the development of this satellite project would only be possible in breach of the Frequency Usage Agreement and thus would be in violation of the now issued preliminary injunction.
On this basis, Trion Space AG will have to cease any cooperation with RIVADA and will now have to further develop the project with KLEO AG in compliance with the provisions of the Frequency Usage Agreement.
Trion Space AG has already been requested in writing to terminate the now clearly illegal cooperation with RIVADA and to return to the original project constellation involving KLEO AG, KLEO Connect GmbH and the Chinese investors.
According to Liechtenstein case law, administrative authorities, i.e. also the AK, are bound by civil law decisions of the Liechtenstein courts. Against this background, on the basis of the injunction now issued, the AK is also prohibited from continuing the project with RIVADA. Such continuation is likely impossible for the AK anyway, since it knows that a continuation with RIVADA constitutes a breach of contract and is thus in violation of the injunction. Against this background, it can be assumed that the AK will now also seek further cooperation with the KLEO consortium.
The Princely District Court states that, on the basis of the current state of the proceedings, there was no good cause for the termination of the Frequency Usage Agreement by Trion Space AG. It is also said that KLEO AG would suffer a considerable disadvantage if the termination were to be upheld.
Against this background, it must now be assumed that the RIVADA project has failed.
The KLEO consortium still adheres to and fully supports the project and is ready to continue its development constructively with Trion Space AG as well as with the AK.
Press Release of July 27, 2022
KLEO Connect GmbH and its Liechtenstein subsidiary, KLEO AG, have been involved since 2017/2018 in the realization of a global Low Earth Orbit satellite communications network based on the use of frequencies registered in Liechtenstein. This project is carried out by a European-Chinese consortium and envisages a LEO satellite network with more than 300 satellites to be fully operational by 2028.
Since February 2022, RIVADA Space Networks GmbH, which has close ties to the US military, and companies associated with it (hereinafter "Rivada") have been attempting to take over this project in a "hostile takeover". All of these attempts are illegal and by now the subject of numerous legal proceedings.
As was reported by various media in recent days, the Liechtenstein Office of Communications ("AK") has on 3 June 2022 requested a one-year extension of the so-called Resolution 35 (WRC-19) milestones for all satellite networks at the International Telecommunication Union ("ITU"). The AK justified this request, among other things, with alleged scarcity of launch capacities. Allegedly, these would affect the entire satellite industry, so that a general one-year extension of the milestone deadlines was suggested.
The so-called milestone system, which was established under international law by Resolution 35 and binds Liechtenstein as an ITU member, stipulates that certain percentages of the total number of satellites envisaged in a project must have been placed in orbit by certain dates. For the Liechtenstein satellite project, the first milestone requires the deployment of 10% of the planned satellites by June 2023.
In exceptional cases and provided that the operator submits numerous proofs, some of which are difficult to provide, the responsible regulatory authority may request from the ITU a waiver of the first milestone, if it appears certain that the subsequent milestone (which already requires the deployment of 50% of all satellites) can realistically be met. However, this is not the independent decision of the national regulatory authority, as the final approval has to be given by the ITU, whereby the national authorities of other member states may oppose such approval.
For a milestone waiver to be granted, it is not only necessary to provide evidence of actually available launch capacities, but also to submit binding contracts with satellite manufacturers for the production of the required satellites. These, in turn, require a solid financial background (which Rivada does not have) and a detailed elaboration of the technical details (which, contrary to Rivada's assurances given in the media, is not possible in the short time available).
The AK's request of 3 June 2022, issued at Rivada's instigation, is a clear indication that Rivada is having difficulties meeting even the requirements for the Milestone 1 waiver (let alone the requirements of the first milestone itself).
The request of the AK has in the meantime been rejected by the competent ITU bodies. The Radio Regulations Board ("RRB") states that it is not in a position to follow the request of the Liechtenstein administration and calls upon it to act in accordance with the provisions of the ITU regulations and in particular Resolution 35 (WRC-19). For this reason, approval of a Milestone 1 waiver by the ITU is also unlikely.
This is not only an embarrassment to AK as a regulatory authority, but also a significant setback for the Rivada project. Based on the information available, it can be assumed that Rivada will not be able to meet the requirements for the Milestone 1 waiver that is now necessary for the survival of the project.
The investors of the KLEO-project already informed the AK in January 2022 and assured the AK that they would not only be able to fulfill the requirements for the Milestone 1 waiver in due time, but that they would even be able to meet the actual Milestone 1 criteria by deploying the planned number of satellites accordingly. The investors still maintain this assurance.
Apparently, the AK was not in a position to sufficiently analyse the realistic implementation of the Rivada project, even taking into account a possible milestone 1 waiver, before it explicitly supported this project. This misjudgement of the regulatory authority has now led to a massive loss of credibility of Liechtenstein on ITU level and significantly endangers the implementation of the project.
This affects not only the vested rights of the previous investors, which have invested over EUR 100 million in the satellite project, which Rivada is now illegally trying to appropriate, but also vital interests of the country of Liechtenstein, since in the event of Rivada's failure to implement the milestones, the frequencies will be irretrievably lost.
The investors have therefore called on the AK to work together on a solution for the successful implementation of the satellite project and to admit the colossal failure of the Rivada project. It has now become clear that only with the involvement of the KLEO companies and their investors, a successful implementation of the satellite project remains possible.
Announcement of April 18, 2022
A. Current status
The District Court Munich I has ruled on 31 March 2022 that KLEO Connect GmbH must treat Messrs Kaiser/Meister preliminarily as managing directors of our company until a competent arbitral tribunal will have finally decided on the validity of resolutions by which the majority shareholders of KLEO Connect GmbH have resolved on the removal of Messrs Kaiser/Meister from office for severe breaches of their managerial duties. KLEO has filed an objection against the decision of the District Court Munich I. The proceedings are still pending. We hereby inform you of that decision.
The majority shareholders are of the opinion that one of the severe breaches is, that on February 28, 2022, in a general assembly of Trion Space AG, Clemens Kaiser and Severin Meister secretly and illegally represented the company, violated the governance and contractual obligations of the company, and tried to lay the grounds for an infiltration of the KLEO project by RIVADA Networks at the expense of the majority shareholders of the company.
B. Project history and investment
- In 2014, the Office for Communications of the Principality Liechtenstein (OfCom) had submitted 3ECOM-1-2-3 frequency applications to ITU;
- In 2015, Mr. Klaus Rettig, father of the project, introduced Mr. Matthias Spott to key representative of the investors, who had been actively looking for investment opportunities in the satellite constellation sector in Europe at the time;
- As a result of this introduction, the consortium of the KLEO project was formed in 2017/2018, with the aim to leverage two Bring-into-Use satellites to be developed and launched from China by the investors to save the Liechtenstein ITU filings for the company, and to establish a European-Asian satellite network serving global and commercial customers;
- In September 2017, Trion Space AG entered the Frequency Usage Agreement with KLEO AG, a 100% subsidiary of the company;
- In October 2017, eightyLEO Holding GmbH (ELO) and China Everbest Development Co., Ltd (CED) signed the General Terms of Cooperation;
- From November 2017, KLEO Connect GmbH started receiving tranches of convertible bridge loans from CED;
- In January 2018, the OfCom granted Conditional Frequency Allocation Order to Trion Space AG;
- In November 2018, the investors of the company, Shanghai Spacecom Satellite Technology Ltd (SSST) and CED AG, received a Non-Objection Certificate by the Germany Ministry of Economics;
- All fundings for the consortium are provided by the investors and majority shareholders of the company, SSST and CED AG.
Press Release
Title: European-Asian Satellite Project
Subheading: Attempt of a "Hostile Takeover" by RIVADA
Various press releases by RIVADA Networks have induced the majority shareholders of KLEO Connect GmbH (the company), Shanghai Spacecom Satellite Technology Ltd (SSST) and CED AG with offices in China and Liechtenstein, to publish the following clarifications:
While RIVADA Networks is the focus of the current news reports, this is primarily about the minority shareholder of the company, namely eightyLEO Holding GmbH (ELO) with offices in Munich.
The consortium of the KLEO project was formed in 2017/2018, with the aim to leverage two Bring-into-Use satellites developed and launched by SSST to save the Liechtenstein ITU filings for the company, and to establish a European-Asian satellite network serving global and commercial customers.
The investors acquired a majority shareholding in the company after a detailed review by the German Federal Ministry of Economics in 2018 and have so far been the ONLY investors in this important project.
On a February 28, 2022, general assembly of Trion Space AG, Clemens Kaiser and Severin Meister secretly and illegally represented the company, violated the governance and contractual obligations of the company, and tried to lay the grounds for an infiltration of the KLEO project by RIVADA Networks.
This explains why ELO, Clemens Kaiser and Severin Meister currently try to destroy the company, inter alia by encouraging employees to terminate their employment relationships and by setting up a fake KLEO Connect website.
The changes in the consortium announced by RIVADA Networks in the media are completely without any basis and constitute the attempt of a so-called "hostile takeover" engineered by ELO at the expense of the majority shareholders of the company.
SSST had only recently confirmed to all parties that funding for the whole project and production of the satellites for the ITU Milestone 1 has been secured. Based on the effort and money already invested in the project as well as on the tight schedule of the ITU milestone requirements, we do not see any real chances of this project being realised by an alternative investor like for example RIVADA Networks.
Please be assured that the majority shareholders will take any legal means possible to ensure the majority control of KLEO Connect, the success of the project, as well as to protect the significant amount of investment already being contributed by SSST.
Last but not least, we must point out and remind all relevant industrial partners and the entire global investment community that the announced new adventure of RIVADA Networks entering the satellite communications business in such a way is on slippery legal footing.
Announcement
KLEO Connect GmbH is aware that Dr. Clemens Kaiser, a former managing director of the company, and Mr. Severin Meister have launched a website under the domain "kleoconnect.com". This website has no relation to KLEO Connect GmbH. Dr. Clemens Kaiser and Mr. Severin Meister have no right whatsoever to use the company's name, business model and IP rights. KLEO Connect GmbH is currently pursuing all legal remedies against this attack.
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