<<

Confidential Investment Opportunity June 2013 Company Snapshot

Background and Overview

V Liberty Global has retained Morgan Stanley to explore strategic alternatives for Chellomedia, including a potential sale of the business V Chellomedia is a wholly owned subsidiary of Liberty Global, Inc. – A leading producer and distributor of thematic Pay TV channels globally – Significant majority of revenues generated from subscriptions (over 75% of channel business revenues) – Strong portfolio of 65 (1) channels, reaching c. 391 million TV subscribers globally as at March 2013, and with revenues of c. €335 MM in 2012 (actual, not adjusted for acquisitions e.g. only includes 5 months of consolidated MGM LatAm business) – Offers TV entertainment in the 6 popular genres: Sports, Movies, Entertainment, Lifestyle, Children’s and Factual Programming – Active consolidator with track record of creating value through acquisitions and significant scope for future strategic actions – Significant majority of revenue and profitability generated from a diversified, non-LGI customer base – The company also provides digital services, such as broadcasting solutions, creative, and play-out services, and operates a wholesale advertising brokerage business – Employs over 1,250 employees in over 25 locations, with main offices in London, Amsterdam, Madrid, Budapest, Miami and Buenos Aires, with further regional offices and agents in Central Europe, China and Singapore V Chellomedia runs its business through five key operating companies and units: Chello Zone, Chello Multicanal, Chello Central Europe (including AtMedia, a wholesale advertising brokerage business), Chello and Chello DMC, which provides technical services to both Chellomedia internally as well as to external third party clients

Revenue Breakdown (2)

By Business Unit (Q1 2013A) By Type (Q1 2013A)

Chello DMC 10% Chello Zone Chello LatAm 23% Other 13% 34% Subscription 55%

Chello >75% of total Multicanal channel business (3) 17% revenues Chello Central Advertising Europe 11% 37%

1. As per Chello internal channel count 2. Pre eliminations 2 3. Channels business revenues refers to group revenues exclusive of DMC and AtMedia Unique Independent Content Aggregator With Global Scale

c. 391 MM TV Subscribers Reached Thematic Channels in 138 Countries Portfolio of 65 (1) Channels Across 6 Worldwide and in Over 25 Languages Genres

Global reach with presence in both established European markets as well as faster growing Latin American, Middle Eastern and African markets

1. As per Chello internal channel count 3 Key Investment Highlights

1 Largest International Independent Thematic Channels and Digital Services Business 6 2 Strong Track Highly Valuable Network Record of Organic and of Branded Channels Strategic M&A Value With Diversified Content Creation and Customer Base

5 3 Unique Combination of Localized and Flexible Growth and Robust Cash Business Model Flows Underpinned by Large and Visible Subscription Revenues

4

Sizeable Structural Growth Markets with Strong Underlying Fundamentals

4 Largest International Independent Thematic Channels and Digital Services Provider

65 Channels (1) c.391 MM subscribers

• Leading international • Leading producer and • Leading thematic channels • Producer and distributor of • Digital Media Centre broadcaster and creator of distributor of TV channels provider across Central TV channels in Latin (“DMC”) provides technical TV channels in Iberia Europe America services, such as playout • Offer a variety of • Top-rated channels in film • Key markets include • Portfolio includes MGM and TV distribution Overview programming including and children’s with a total Hungary, Poland, Czech Latino, the popular El entertainment, factual, of 20 channels across Republic and Romania Gourmet food channel and sports, movies, children’s genres the lifestyle channel • Includes AtMedia, a and lifestyle television Cosmopolitan TV wholesale advertising brokerage business

Headquarters London Madrid Budapest & Warsaw Buenos Aires & Miami Amsterdam

Key Regions UK, EMEA, Asia Spain, Portugal, Africa Central / Eastern Europe Latin America Netherlands

Subs 188m 48m 46m 106m 3m

Number of Channels 21 20 12 10 2

Key Channels / n.a. Partners

2012A Revenues (€ MM) (2) 59 65 159 36 30

FTEs (3) 218 168 477 207 160

1. As per Chello internal channel count 2. Actual pre-eliminations, not adjusted for acquisitions e.g. only includes 5 months of consolidated MGM Latam business 5 3. Excludes employees in central role, as per March 2013 Highly Valuable Network of Branded Channels With Diversified Content and Customer Base

Truly Diversified Global Platform of Scale with Attractive Exposure to Broad Portfolio of Multi-Genre Content Appealing to a Wide Audience High-Growth Emerging Markets

Revenue (Q1 2013A) Other Poland 16% 20% Movies Czech 4%

Netherlands 5% Iberia Sports UK 19% 9%

LatAm 13% Hungary 14% Lifestyle

Well-Diversified Revenue Split By Genre

Entertainment (1) Revenue (Q1 2013A) Other Factual 4% 9% Movies 26%

Lifestyle Children’s 13%

Childrens 14% Factual Entertainment 19% Sports 15%

1. Excludes revenues from DMC and AtMedia, shown pre-eliminations 6 Sizeable Structural Growth Markets with Strong Underlying Fundamentals

Increasing Pay-TV Penetration (Especially in Emerging Markets) Drives Greater Demand for Differentiated Content

Pay-TV Subscriptions (MM) (2012A – 2016E)

200 • High Pay TV subscriber growth: 6.1% 18.0% 46.1% 150 – New distribution platforms 106.9 113.4 88.1 – Increased attractiveness / affordability of premium pay content 100 74.6 58.7 40.2 50 – Growing spending power in emerging markets

0 – Improved infrastructure Western Europe CEE Latam • Increasing competition among pay-TV platforms driving growing 2012 2016 ‘12-’16 Pay TV Subscriptions Growth demand for content as platform differentiator Source: Screen Digest

Continued Audience Fragmentation from Flagship FTA Channels is Increasingly Shifting Advertising Dollars to Multichannel Properties

TV Advertising Growth (2012A-2016E) • TV remains the most effective mass advertising medium 100% 5.9% 10.9% 27.7% – TV to maintain significant share of ad spend 71.1% – High growth of multichannel ad spend versus FTA – Multichannel’s share of Total TV ad market expected to increase 50% by 2-5 percentage points between 2012 – 2016 across the 26.5% regions 16.4% 21.0% • Viewership on flagship FTA channels continues to decline as 3.1% 7.6% audiences have greater choice to seek more specific, relevant 0% (1) (1) (1) content Western Europe CEE Latam • Niche thematic channels best positioned to deliver targeted Multichannel TV FTA TV ’12-’16 Total TV Ad Market Growth commercial impacts on specific, profitable audience segments Source: Screen Digest

1. Western Europe includes: , France, Netherlands, Spain, UK and Portugal; CEE includes: Czech Republic, Hungary, Poland, Romania, and Slovakia; LatAm Includes: Argentina, Chile and Mexico 7 Strong Track Record of Organic and Strategic M&A Value Creation

Successfully Acquired and Integrated Significant Number of Acquisitions in Recent Years and Entered into Successful JV Partnerships

EMEA (1)

2007 2008 2009 2010 2011 2012 2013

(2)

(3) UK

JVs

Global Content Providers As Joint Venture Partners and Associates

• September 2012 • October 2012 CBS EMEA Cosmopolitan • Full consolidation of Chello Latin America and • JV with Chellozone for enhanced programming flexibility created for future growth

• October 2009 • August 2012 Recently Recently Acquired

CBS UK • JV with Chellozone combining distribution JVs Former MGM • Acquisition of MGM Networks Inc. and remaining breadth with strategic content 50% of MGM Latin America and Central Europe

• November 2009 Key Key JVs Disney XD – • JV with Disney • JV between Chello Multicanal and Zon Poland • Disney provides content Multimedia

• October 1998 • JV with founder (individual) A+E Associates ShortsTV • JV between Chello Multicanal and A+E • Carriage agreement on UPC NL

1. 87.5% of Zone acquired in January 2005 2. Re-branded to Film Mania in July 2012 8 3. Minority buyout, holding Company of Cosmo and Pramer Key Contacts

Key Contacts

• Under no circumstances should contact be made directly or indirectly with any executive or employee of Chellomedia or its affiliates on any matter relating to this process. All commentaries regarding your potential interest in this process should be directed to one of the following individuals at Morgan Stanley:

Max Herrnstein Burkhard Koep Nuno Machado Global Co-Head Media & Telecoms Managing Director Managing Director Managing Director Media & Telecoms M&A Media Investment Banking Media Investment Banking Investment Banking

Phone: +1 212 761-3471 Phone: +44 20 7425-7755 Phone: +44 20 7425-5233 [email protected] Email: [email protected] [email protected]

9 Disclaimer

Morgan Stanley & Co. International Plc. (“Morgan Stanley”) of 25 Cabot Square, Canary Wharf, London, E14 4QA has been authorised by Liberty Global Inc. (the “Client”) to issue this Teaser on its behalf in connection with the Client’s proposed sale of Chellomedia B.V. (the “Target” and the “Transaction”).

This Teaser and the information contained in it is confidential and the property of the Client and the Client reserves the right to require its return (together with any copies or extracts thereof) at any time. This Teaser is delivered on the condition that it is held in strict confidence by you, your directors, officers and employees. Save as expressly permitted in writing by Morgan Stanley, this Teaser must not be photocopied or reproduced in any other electronic or physical form and must not be communicated, disclosed or distributed to any other person in whole or in part.

This Teaser is for information purposes only and is being delivered to a limited number of recipients for the sole purpose of assisting such recipients in determining whether to proceed with a further investigation of the Transaction. It should not be used in whole or in part for any other purpose.

Neither Morgan Stanley, its affiliates, their respective directors, officers, employees or agents (the “Morgan Stanley Group”) nor the Client, its affiliates nor their respective directors, officers, employees or agents (the “Client Group”) gives any representation or warranty, express or implied, as to: (i) the achievement or reasonableness of future projections, management targets, estimates, prospects or returns contained in this Teaser, if any; or (ii) the fairness, accuracy or completeness of any information contained in this Teaser, any other written information or oral information provided in connection therewith or any data that any of them generates. Furthermore, and without prejudice to liability for fraud, no member of the Morgan Stanley Group or the Client Group accepts or will accept any liability, responsibility or obligation (whether in contract, tort or otherwise) in relation to these matters. Any prospective purchaser should make its own investigation of the Target and all information provided. In no circumstances will Morgan Stanley Group or the Client Group be responsible for any costs or expenses incurred by any prospective purchaser of the Target in connection with the appraisal or investigation of the Target or arising out of the evaluation of this Teaser.

This Teaser: (i) is not an offer or invitation by any member of the Morgan Stanley Group or the Client Group to purchase or sell securities or assets, whether in relation to the Transaction or otherwise nor any form of commitment or recommendation by any member of the Morgan Stanley Group or the Client Group; (ii) will not, and nor will any other oral or written information made available to a prospective purchaser, other than a definitive and binding sale and purchase agreement, form the basis of any contractual or other agreement in relation to the Transaction; and (iii) does not contain all the information that a prospective purchaser may wish to have in determining whether to enter into the Transaction. The Client will only accept obligations in relation to the Transaction that arise out of a definitive and binding sale and purchase agreement.

The provision of this Teaser: (i) does not place any member of the Morgan Stanley Group or the Client Group under any obligation to provide any further information in relation to the Transaction or to update this Teaser or any additional information or to correct any inaccuracies in any such information which may become apparent; and (ii) does not place any member of the Morgan Stanley Group or the Client Group under any obligation to consider or accept any offer, irrespective of whether such offer is the only offer or one of a number of offers representing the highest price.

Morgan Stanley is acting as exclusive financial adviser to the Client in relation to the Transaction, will not regard any other person (whether a recipient of this Teaser or not) as a client in relation to the Transaction and will not be responsible to anyone other than the Client for providing the protections afforded to clients of Morgan Stanley nor for providing advice to any such other person. Without prejudice to liability for fraud, each member of the Morgan Stanley Group disclaims any liability to any such other person in connection with the Transaction. Any person considering entering into the Transaction: (i) may not rely on this Teaser in determining any course of action in relation to the Transaction or otherwise; and (ii) must seek its own independent professional advice. Without prejudice to liability for fraud, each member of the Morgan Stanley Group and the Client Group disclaims any liability which may be based on this Teaser or any other written or oral information provided in connection therewith and any errors therein and/or omissions therefrom.

The distribution of this Teaser in certain jurisdictions may be restricted by law and, accordingly, recipients of this Teaser represent that they are able to receive this Teaser without contravention of any unfulfilled registration requirements or other legal restrictions in the jurisdiction in which they reside or conduct business.

This Teaser is only being distributed in the United Kingdom to persons who (i) have professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) or (ii) are persons falling within Article 49(2) (a) to (d) (“high net worth companies, unincorporated associations etc.”) of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) or to whom this Teaser may otherwise be lawfully distributed (all such persons together being referred to as “relevant persons”). This Teaser is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this Teaser relates is available only to relevant persons and will be engaged in only with relevant persons. 10