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Transcript of 0 CONFIDENTIAL DRAFT SPE TV Strategy & 2waytraffic Acquisition Opportunity Sony Group Executive...
1
CONFIDENTIAL DRAFT
SPE TV Strategy &
2waytraffic Acquisition Opportunity
Sony Group Executive CommitteeTokyo – February 13, 2008
CONFIDENTIAL DRAFT
2
CONFIDENTIAL DRAFT
Executive Summary
SPE has the opportunity to become a leading global player in the high-growth, high-margin non-scripted light entertainment market
• SPE is actively building its footprint in light entertainment
– Successful formats command high margins and a long-term steady income stream
– Fastest growing segment in worldwide TV due to high audience interest, ratings impact
and attractive margins for broadcasters and producers
– SPE’s growth in this segment to date has been largely organic, with a few minor strategic
investments in key markets (e.g., Starling has become a cornerstone of our French
operation)
• SPE is proposing to accelerate growth by acquiring the publicly traded Dutch light
entertainment company 2waytraffic
– Acquisition would immediately position SPE as one of the top players in the global light
entertainment business
• The acquisition is expected to require cash of $256MM over 3 years at the base case
projections, plus assumption of $96MM in debt, and be immediately accretive to Sony
– $225MM at close
– $31MM in earn-out over 3 years in base case
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CONFIDENTIAL DRAFT
SPE Investment Strategy
SPE is targeting investments in high growth and high operating income/EBIT areas
TO COME
4
CONFIDENTIAL DRAFT
Television Strategy Implementation
TO COME
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CONFIDENTIAL DRAFT
Trends in Worldwide TV Production
• Broadcasters increasingly rely on hit formats
– Formats such as Idol, Big Brother, Who Wants To Be A Millionaire, Deal or No Deal,
Next Top Model provide top ratings globally
– Shows are easy to localize
– Low cost compared to scripted entertainment
• Formats differ from scripted shows in many important aspects
– Interactivity increasingly important (polling, voting, online response)
– Multi-platform revenue opportunities (e.g. mobile)
Non-scripted light entertainment formats are increasingly relevant to broadcasters and are driving global growth
• Non-scripted formats – particularly Reality Shows
and Game Shows – are the fastest growing segment
in global TV
– 27% of U.S broadcast time is now occupied by
Reality TV, up from 8% 5 years ago
– Global game show formats market estimated
at approx. $3BN, vs. $1.8BN in 2002Non-Scripted
36%
Scripted46%
News18%
2007 Worldwide TV Programs by Genre
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CONFIDENTIAL DRAFT
Economics of Light Entertainment
85 81
3643 37
69
0
20
40
60
80
100
2005 2006 2007
($ in
MM
s)
Revenue EBIT
1,200
180
1,500
215
1,950
175
0
500
1,000
1,500
2,000
US
$ M
M
2005 2006 2007E
Revenue EBIT
`
1,275
135
1,500
170
1,725
200
0
500
1,000
1,500
2,000
US
$ M
M
2005 2006 2007E
Revenue EBIT
`
• Endemol and Fremantle are the leaders
in global light entertainment
• Growth driven by hit light entertainment
formats: Idol for Fremantle; Big Brother,
Deal Or No Deal and others for Endemol
• Endemol acquired in 2007 for $4.5BN;
Fremantle estimated to be worth $1.5-
2BN
Successful formats create high margins and significant asset values
Endemol Fremantle
• SPE’s top light entertainment formats Wheel
of Fortune and Jeopardy! have been highly
successful and generated $630MM in
revenues and $350MM in EBIT over the last 3
years
• At its peak in 2005, Endemol’s Big Brother
format generated revenue of over $200MM
per year
170
118
68
104
62
111
0
50
100
150
200
2005 2006 2007
US
$ M
M
Gross Margin: 26% 24% 24% n/a n/a n/a
EBIT Margin: 15% 14% 9% 11% 11% 12%
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CONFIDENTIAL DRAFT
SPE’s Light Entertainment StrategySPE is growing its light entertainment strategy, in addition to its traditional focus on scripted comedies and drama
Latin America
GermanyRussia
ChinaItalySpain
U.K.
France
Hong Kong
U.S.
Netherlands
Strategic Goals: • Build a global pool of light entertainment creators and developers
– Pursue strategic acquisitions for faster growth• Increase emphasis on markets with proven creative credentials (U.S., U.K., Netherlands)• Facilitate collaboration and cross-pollination between operations• Leverage SPE infrastructure for global distribution
To further accelerate growth and become a major player in the light entertainment business, SPE needs to pursue larger acquisitions
– Slower, more organic growth would require less investment capital, but rapid consolidation of major players creates a serious execution risk
– Operational scale has been demonstrated to drive performance through distribution leverage and by becoming a magnet for creative concepts and talent
Current SPE Production Infrastructure:
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CONFIDENTIAL DRAFT
• Acquired French game show producer Starling in 2004 for $35MM (€25MM) – became cornerstone of SPE’s French operation and meeting projected business plan EBIT since acquisition
• Acquired 51% of Russian producer Lean-M for up to $27MM (partially earn-out) in 2007– Very strong first year of operation, EBIT of $8.2MM in CY 07, vs. plan of $5.2MM
• Smaller investments: 20% minority stake in major U.K. producer Shine, 51% of up and coming Dutch producer Tuvalu, and a new UK start-up with two top creative producers
• Assessing additional opportunities in Germany, Poland and other markets
SPE’s Recent Light Entertainment Initiatives
• Maximize revenues from Wheel of Fortune and Jeopardy!• Create formats for GSN• Strategic alliance with well respected producer Michael Davies – developed successful
format Power of 10• Pending acquisition of Davies’ company Embassy Row• Looking at other investment opportunities with creative producers
U.S. Initiatives
International Initiatives
US$ MM Plan Actual Plan Actual Plan Actual Plan Actual
EBIT 2.0 2.8 2.1 2.2 3.4 3.5 5.9 6.1
FY 05 FY 06 FY 07 FY 08
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CONFIDENTIAL DRAFT
The 2waytraffic Opportunity
• 2waytraffic is comprised of three main business lines:
– TV Format Licensing and Production (incl. worldwide rights to the hit format Who Wants To Be A Millionaire?); Millionaire comprises approximately 60% of the deal value and would be a driver property for Light Entertainment distribution
– Participation TV: traditional Call TV and new business model Participation Advertising
– Mobile content production and distribution
• Founded in 2004, the company is listed on London’s AIM stock exchange with public/institutional investors holding 42% (excludes management and Directors)
• An acquisition would establish SPE immediately as one of the top players in the lucrative, high-margin global light entertainment business
– 2007 Revenue of approx. $104MM and recurring EBITDA of $31MM (30% EBITDA margin)
• We recommend to acquire 2waytraffic at a total consideration of $353MM ($225MM upfront payment + $31MM earn-out based on Sony base case + $96MM debt)
– Expected post-tax NPV of $103MM (at a 10% cost of capital) and a 20% IRR (Sony base case)
SPE is proposing to acquire the Dutch light entertainment company 2waytraffic
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CONFIDENTIAL DRAFT
Strategic Rationale for Investment
• 2waytraffic’s strong game show formats combined with SPE’s own format catalogue would provide
significant leverage in the market
– Capitalize on Millionaire format and other attractive assets
– Leverage experienced production talent in 2waytraffic
• 2waytraffic’s strong formats sales group is a well fitting complement to SPE’s global production
infrastructure
– Proven sales executives from Celador and Endemol, very well respected in the market
– Sales presence geographically complementary (2waytraffic has strong presence in key growth markets
including China, Turkey, Russia, India)
• Proven capability to provide interactive features to their own and SPE’s light entertainment shows
• Strong track record in establishing innovative new business models with high margins
– Pioneers in Call TV business in Europe, now exploring new concept of Participation Advertising in the US and
other markets (but regulatory concerns may negatively impact business)
– Mobile content and mobile advertising, as well as digital games
• Sony United Opportunities: possibilities for multi-platform exploitation with Playstation, Sony
Electronics and Sony Ericsson
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CONFIDENTIAL DRAFT
Strategic Complement
Creative & Development
Production for local
broadcaster
Interactive Monetization
Worldwide format
distribution
Offline monetization
U.S. - SPEU.K. - SPE & 2waytrafficGermany - SPEFrance - SPERussia - SPEItaly - SPESpain - SPENetherlands - SPE & 2waytrafficLatin America - SPE
• In-program applications
• Mobile
• Online
• Leverage of Millionaire relationships
• Global sales force
• Leverage of Millionaire relationships
• Merchandise
• Leverage of Millionaire relationships
Combined SPE and 2waytraffic creative and
production pool
2waytraffic is very powerful addition to SPE’s production value chain
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CONFIDENTIAL DRAFT
Sum-of-the-Parts Valuation
• Implied sum-of-the-parts Equity Value per share is 91p
• DCF Analysis valued the enterprise at approximately $370MM
The enterprise value of 2waytraffic is approx. $335MM, with 61% ascribed to the Millionaire franchise
OtherTV &
Ancillary
Call TV Participation Advertising
Group EV Net Debt(1)Mobile Content
Market Value
Implied Equity Value
19% premium to the current
market value
$204m
WWTBAM
$53m$19m
$16m$19m $0m
$334m $96m
$238m
$200m
Synergies
29% premium to the current
market value
$185m
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CONFIDENTIAL DRAFT
Recent Millionaire Ratings
WWTBAM vs. Station Average - Individuals 4+ Share
0
5
10
15
20
25
30
35
Jul-06 Aug-06 Sep-06 Oct-06 Nov-06 Dec-06 Jan-07 Mar-07 Apr-07 May-07 Jun-07 Jul-07 Aug-07 Sep-07
WWTBAM ITV Average
WWTBAM Monthly Performance - Individuals 3+ Share
0
5
10
15
20
25
Sep-06 Oct-06 Nov-06 Dec-06 Jan-07 Feb-07 Mar-07 Apr-07 May-07 Jun-07 Sep-07
Ratings in the top markets remain stable at attractive levels and demonstrate the potential of Millionaire to be an evergreen asset like Wheel of Fortune and Jeopardy!
U.K. - ITV Germany - RTL
Italy – Canal 5 France – TF1
WWTBAM Monthly Performance - Individuals 4+ Share
0
10
20
30
Apr-06 May-06 Jun-06 Dec-06 Jan-07 Feb-07 Mar-07 Apr-07 May-07 Sep-07
WWTBAM vs. Station Average Share - Individuals 4+
0
10
20
30
40
Jul-06 Aug-06 Oct-06 Dec-06 Jan-07 Mar-07 Apr-07 May-07 Jun-07 Jul-07 TF1 2006Average
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CONFIDENTIAL DRAFT
Financial Analysis: Sony Case
• Assumes flat performance of the TV format business and a significant reduction to Mobile and Participation Advertising businesses
• Synergies assumption: no synergies in 2008; revenue enhancement of 10% of the TV business revenues from 2009 onwards at a margin of 30%; no cost synergies
• Immediately accretive to Sony EBIT: expected to provide EBIT after PPA of $5.1MM in CY 08 and $9.6MM in CY 09
After first-stage of detailed due diligence, SPTI established a more conservative Sony Base case vs. the Management Case
Projections, $000 Growth, %Year to 31 December CY 07E CY 08E CY 09E CY 10E 07/08 08/09 09/10Circa revenue 103,754 106,771 120,624 135,605 2.9% 13.0% 12.4%
Revenue Synergies 6,377 6,987 - - -Total Revenue 103,754 106,771 127,001 142,593 2.9% 18.9% 12.3%
Circa EBITDA 30,857 35,896 38,479 43,966 - - -Revenue synergies - 1,913 2,096 - - -Cost synergies - - - - - -
Total Recurring EBITDA 30,857 35,896 40,392 46,063 16.3% 12.5% 14.0%Margin, % 29.7% 33.6% 31.8% 32.3% - - -
Depreciation (896) (1,875) (1,794) (1,734) - - -Amortisation (28,964) (28,964) (28,964) (18,829) - - -
Total Recurring EBIT 998 5,058 9,634 25,500 407.1% 90.5% 164.7%Margin, % 1.0% 4.7% 7.6% 17.9% - - -
Net Interest (7,302) (6,108) (5,135) (3,767) - - -Profit Before Tax (incl. one-offs) (886) (5,104) 4,500 21,733 475.8% (188.2)% 383.0%Tax - - (1,575) (7,606) - - -Net Earnings (incl. one-offs) (886) (5,104) 2,925 14,126 475.8% (157.3)% 383.0%
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CONFIDENTIAL DRAFT
Proposed Deal Structure
• Split offer between public shareholders, private investor and management
– Public Shareholders to receive a payout close to their buy-in price and at a premium to current stock price (offer of 110p vs buy-in price of 120p per share, or a 56% premium to market)
– A large founding investor to receive a payment at only a slight premium to current stock price (80p or a 13% premium to market)
– Management shareholders to receive a significant discount to market and be offered an earn-out. 50% of management stake rolled into earn-out (cap for management at 135p per share)
– Small risk that we can’t obtain 5% of the shares
• Under Sony Base Case, estimated total SPE investment of $353MM, or 11.4X 2007E EBITDA, which is in-line with comps
($ MMs)
Implied DCF Value
(1)
Upfront SPE Investment**
Earn-out Payments
Net DebtTotal SPE
Investment
SPE IRR
Before effect of Cap
Structure (2)
SPE IRR
(Debt repaid at closing)
Management Target Case
(for Earn-Out)$442 $225 $60 $96 $382 24% 19%
Sony
Base Case$370 $225 $31 $96 $353 20% 15%
Downside Case $274 $225 $7 $96 $328 6% 5%
**Note: Does not include transaction fees. Based on 110p offered to Institutions, 80p offered to Henk Keilman and 60p offered to management for 50% of share upfront. Management is required to roll-over 50% of shares in an earn-out scheme. Earn-out payment is capped at the total implied value of 135p per share
(1) At 10% WACC and 2% perpetuity growth rate
(2) Reflects investment decision based on investment in equity and excludes impact of capital structure.
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CONFIDENTIAL DRAFT
Potential Risks and Mitigators
RISKS MITIGATORS
Regulatory:
• Call TV under regulatory and business pressure in key markets; company may face liability from prior irregularities
• Company has set aside financial reserves if litigation is unfavorable
• Revenue mix increasingly less dependent on traditional Call TV (less than 20%)
• Re-focus on emerging Call TV markets, such as Eastern Europe and China
• UK production arm could lose Qualified Independent Status after SPE acquisition
• Strength of Millionaire format expected to help overcome Independence concerns
Operational:
• New, untested business models do not perform as management expects, and/or Millionaire format loses appeal faster than expected
• Earn-outs provide some downside protection to SPTI• Management has strong track record in identifying
and exploiting new business opportunities
• Key management retention and incentivization • Attractive upside potential for management in case of over-performance
• Complex integration could cause delays and distraction
• Integration plan and operational responsibilities post-transaction will be agreed with 2waytraffic before deal closes
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CONFIDENTIAL DRAFT
Next Steps
• Finalize outstanding deal points
• GEC/Sony Board approval
• Finalize legal and financial diligence
• Finalize operating structure & integration plan
• Draft offer documentation (including announcement, offer document, earn-out agreement and irrevocable undertakings)
• Finalize offer
• Make offer to public shareholders (estimated timeline: mid Feb to mid March)
• Close transaction