Grupo Antena 3 & La Sexta
Total Page:16
File Type:pdf, Size:1020Kb
Grupo Antena 3 & la Sexta A WINNING COMBINATION 15· December 2011 A “”Transaction 42% combined TV advertising market share Consolidation 25% combined audience share of Leadership Position in 8 TV channel offering with highly attractive target group to advertisers Spain c.20% combined total conventional advertising market share (TV, radio, internet and cinema) Market Strong potential to optimize TV advertising market share Rationalization Attractive valuation of la Sexta: 4-channel multiplex Audience share of 7.7% Unique TV advertising share of 11.6% Opportunity in the European €60-80 MM estimated fully-phased annual synergies Market Additional benefits from tax and leverage optimization Comparable transactions in Spain and rest of Europe executed at higher valuation multiples Valuable audiovisual content agreements Significant revenue and cost synergies expected Strong Value Creation Highly accretive transaction in the first full year of operations of the Combined Entity - 15 December 2011 2 Transaction Overview Structure Acquisition by way of merger with 100% of la Sexta Initial delivery of 15.8 MM(1) of Antena ’Shares (equivalent to 7.0% of Antena ’share capital pro forma capital increase) Potential additional delivery of treasury shares that could allow la ’ shareholders to reach up to an additional 7% of the Combined Entity Consideration subject to an earn-out mechanism Antena 3 will assume negative working capital plus net financial debt for a maximum total of €122 MM Lock-up period of 1 year Transaction expected to close by June 2012 upon regulatory approvals Timing (anti-trust and Ministry of Industry) Note 1. Comprised of 13.4 M common shares of new issuance, 1.2 MM non-economic shares (convertible into common shares 24 months - 15 December 2011 after the Effective Integration Date) of new issuance and 1.2 MM of existing treasury shares 3 TransactionTable of Contents Overview I. Strategic Rationale II. la Sexta Overview III. Transaction Overview, Structure and Financial Impact IV. Conclusions - 15 December 2011 4 I. Strategic Rationale 5 A “-”Combination Creating Significant Value for Shareholders 1 Market rationalization in Spanish FTA sector 2 Leading and fastest-growing audience share 3 Unique full spectrum of audience demographics for advertisers 4 Optimize la ’ audience share by leveraging the ’leading advertising expertise 5 Significant Revenue and Cost synergies expected A transaction which creates significant value for shareholders allowing to enhance TV advertising market share, strengthen growth and improve financial profile The new Antena 3 Group will become a leading audiovisual player in Spain with full control of its assets - Strategic Rationale 6 1 Market Rationalization in Spanish FTA sector (I) Rationalization in Spain is a must given the market size and number of operators UK 27.6% n.m. Germany 22.9% 42.9% 26.1% 40.5% France 21.3% 42.3% 30.6% 48.4% 14.3% 23.7% Italy 41.4% 20.4% Spain(1) 35.2% 59.8% 26.3% 43.5% 24.5% 42.0% 2010 Audience share 2010 Advertising share Source: Company Information Note 1. 9M 2011 data - Strategic Rationale 7 1 Market Rationalization in Spanish FTA sector (II) Antena 3 + la Sexta combination to further rationalize the market Market rationalization = significant growth, especially when market recovers Audience Share (9M 2011) Advertising Market Share (9M 2011) Mediaset 26% 26% España Mediaset España 43% 43% Antena 3 17% 25% Antena 3 30% la Sexta 8% 42% la Sexta 12% TVE 22%22% 22% Forta 10% 10% Forta 10% Others 17% 17% Others 5% 5% Pre-Transaction Post-Transaction Pre-Transaction Post-Transaction Source: Kantar Media. Audience share 24h; Total Individuals: 4+ Source: Infoadex - Strategic Rationale 8 TV 1 Index TV 100 150 200 250 300 350 2011e: Source: Market historical potential Spain ad Ad Consensus TV 1991 Infoadex spend 1992 Market Ad TV for 1993 for Market TV TV 1994 in Ad advertising Ad 1995 peak) + + BdE the highly IMF Rationalization 1996 vs. for for 1997 GDP. GDP medium 1998 GDP In - nominal 1999 Strategic 2000 correlated GDP (Nominal) expenditure terms. 2001 2002 - term (Nominal) 2003 Rationale 2004 2005 (while 2006 with 2007 (36)% currently 2008 France, 2009 in 2010 GDP 2011E Spanish 36% Germany and below consumption % 0.15% 0.20% 0.25% 0.30% 0.35% 0.40% Index 2011e: Source: and TV Consensus peak, Infoadex 0.33% Ad UK 1991 FTA for for TV 1992 resulting TV Market are Ad 1993 Ad + + BdE 1994 IMF close for 1995 for sector trends GDP. GDP 1996 / In 1997 in nominal GDP 1998 to 0.37% 1999 high or terms. 2000 (Nominal) 2001 above recovery 2002 (III) 2003 2004 2005 2006 0.33% 2007 2008 2009 2010 0.20% 2011E 9 1 Market Rationalization in Spanish FTA sector (IV) TV maintains an attractive position vs. other media channels TV viewing continues to show strong growth figures TV has maintained its market share vs. other media channels TV Viewing in Spain CPT by Media (2010) In Min / Viewer € / thousand impacts 2 4 5 15 13 .3 234 2 3 0 2 27 2 26 10 8 .2 9 .1 2 2 3 2 18 2 17 2 17 2 15 2 11 2 13 5 2.7 2 .7 2 0 0 0 2 0 02 2 0 03 2 004 2 005 2 006 2 007 200 8 200 9 2010 TV Radio M agazines Press Internet Source: Kantar Media Source: Company Information TV Market Share Evolution Coverage by Media (2010) % of Population 100 % 100 8 8 75% 75 4 3 .5% 4 4.2% 4 3.6% 43.4% 43.4% 56 4 0 .1% 4 1.6 % 42.1% 4 2 .3% 50 % 50 50 3 8 37 25% 25 0 % 0 200 2 2 0 0 3 2 0 0 4 2 0 05 2 0 06 2 007 2 008 200 9 2010 TV Radio M a gazines P r ess I nt e rnet Source: Infoadex Source: 3rd EGM survey 2010 - Strategic Rationale 10 2 Leading and Fastest-Growing Audience Share (I) Group Level Antena 3 + la Sexta: leading position amongst FTA players Antena 3: #1 / #2 position amongst commercial FTA channels since inception Fastest-growing audience share Total Individuals Audience(1) 2011(2) Commercial Target Audience(3) 2011(2) 2011(2) – 2011(2) – 2010 +0.8pc +2.2pc -0.9pc -0.3pc -1.8pc 2010 +0.5pc +2.0pc -0.8pc -0.6pc -1.2pc Change Change % 32 % 32 29.0 27.6 26.3 24.7 24 22.3 24 19.1 16.6 17.1 16 16 10.1 7.3 8 8 0 0 Others(4) Others(4) Notes Source: Kantar Media 1. Audience share 24h; Total Individuals: 4+ 2. From 1-Jan-2011 to 12-Dec-2011 3. Audience share 24h; Commercial Target:16-54 yr - Strategic Rationale 4. Others include VEO TV, NET TV, other DTT channels, Pay TV and local channels 11 2 Leading and Fastest-Growing Audience Share (II) Group Level, Prime Time Antena 3 + la Sexta: clear leading position in Prime Time posting top notch growth Total Individuals Audience(1) 2011(2) Commercial Target Audience(3) 2011(2) 2011(2) – 2011(2) – 2010 +2.9pc -0.9pc -0.6pc -0.2pc -1.1pc 2010 +3.6pc -1.5pc -0.6pc -0.5pc -0.9pc Change Change % % 32 32 29.6 26.8 26.0 24.6 24 22.2 24 19.3 16.1 15.8 16 16 11.1 8.6 8 8 0 0 Others(4) Others(4) Source: Kantar Media Notes 1. Audience share 24h; Total Individuals: 4+ 2. From 1-Jan-2011 to 12-Dec-2011 3. Audience share 24h; Commercial Target:16-54 yr - Strategic Rationale 4. Others include VEO TV, NET TV, other DTT channels, Pay TV and local channels 12 2 Leading and Fastest-Growing Audience Share (III) Complementary Channels Antena 3 + la Sexta to lead the complementary FTA offer Best-in-class positioning in an environment of continued fragmentation Potential to optimize la ’complementary channels Total Individuals Audience(1) 2011(2) Commercial Target Audience(3) 2011(2) 2011(2) – 2011(2) – 2010 +3.2pc +2.2pc +0.2pc 2010 +3.3pc +3.0pc +0.3pc Change Change 10.0 10.0 8.7 7.5 7.5 7.5 7.1 5.9 5.2 4.8 5.0 5.0 2.5 2.5 0.0 0.0 Notes Source: Kantar Media 1. Audience share 24h; Total Individuals: 4+. Gol TV audience share not included 2. From 1-Jan-2011 to 12-Dec-2011 - Strategic Rationale 3. Audience share 24h; Commercial Target:16-54 yr. Gol TV audience share not included 13 3 Unique Full Spectrum of Audience Demographics for Advertisers Most complete offering in Spanish FTA TV 55-64 Additional Channels Age (documentaries and series) (movies) 4-12 Male Female - Strategic Rationale 14 4 Optimize la ’Audience Share by Leveraging the ’Leading Advertising Expertise Leading TV advertising share and best-in-class power ratio 9M 2011 TV Advertising Share and Power Ratio Power Ratio 1. 65x 1. 81x 1. 51x 0. 90x 60% Combined Business 1.71x Power Ratio 42.0% Ad Share 44.7% 43.5% 45% 30.3% 30% 27.6% 15% 11.0% 11.6% 11.2% 9.2% 0% 9M 10 9M 11 9M 10 9M 11 9M 10 9M 11 9M 10 9M 11 Source: Infoadex - Strategic Rationale 15 5 Significant Revenue and Cost Synergies Expected €60-80 MM total annual synergies expected to fully materialize in 2013 Amount does not include benefits from tax and leverage optimization Estimated one-off implementation costs of €10-15 MM in 2012 Expected Synergies (1) (€ MM) Cost Synergies 90 Better utilisation of content and 60 - 80 programming rights Decrease in production costs 60 30 - 40 Reduction of overheads, including personnel costs Revenue Synergies 30 Optimization of commercial policy across all channels of the Combined Entity 30 - 40 Full utilisation of advertising capacity Reallocation of targets to different channels 0 Fully-phased Synergies Optimization of audience targets Revenue Synergies Cost Synergies Source: Company Information Note - Strategic Rationale 1.