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2waytraffic Acquisition Opportunity GEC Presentation Tokyo January 30, 2008

2waytraffic Acquisition Opportunity GEC Presentation Tokyo January 30, 2008. 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

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2waytraffic Acquisition Opportunity GEC Presentation Tokyo January 30, 2008

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  1. 2waytraffic Acquisition OpportunityGEC PresentationTokyoJanuary 30, 2008

  2. 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 international TV due to high audience interest, ratings impact and attractive margins for broadcasters • SPE has made strategic investments in key markets as well as grown organically • A further large acquisition in this space would enable SPE to be a dominant player • 2waytraffic is

  3. Economics of Light Entertainment Successful formats create high margins and significant asset values Endemol Fremantle • 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 • Other examples: U.S. start-up producer Reveille (The Biggest Loser) recently acquired for over $125MM • SPE’s top light entertainment formats Wheel of Fortune and Jeopardy! have been highly successful and generated $630MM in revenues and $350MM in EBITDA over the last 3 years • At its peak in 2005, Endemol’s Big Brother format generated revenue of over 200MM per year

  4. Trends in Worldwide TV Production Non-scripted Light Entertainment formats are increasingly relevant to broadcasters and are driving global growth 2007 Worldwide TV Programs by Genre 2007 Non-Scripted TV programsby Type • 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 formats market estimated at over $3BN, vs. $1.8BN in 2002 • Broadcasters increasingly rely on hit formats • Biggest ratings impact globally from shows such as Idol, Big Brother, Who Wants To Be A Millionaire, Deal or No Deal, Next Top Model, etc.. • Shows are easy to localize • Low cost compared to scripted entertainment • Formats differ from scripted shows in many important aspects • Interactivity increasingly important • Formats have shorter life span than scripted shows

  5. SPE’s Light Entertainment Strategy To Date SPE is implementing a Light Entertainment strategy, in addition to its traditional focus on scripted comedies and drama • 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 Current SPE Production Infrastructure: U.K. Netherlands Russia Germany France U.S. Italy China Spain Hong Kong Latin America • 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

  6. Recent Light Entertainment Initiatives U.S. 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 • Potential acquisition of Davies’ company Embassy Row International Initiatives • 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 $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: 15% minority stake in major U.K. producer Shine, 51% of up and coming Dutch producer Tuvalu, preparing start-up capital for newly formed producer Boom in the U.K. • Assessing additional opportunities in Germany, Poland and other markets

  7. The 2waytraffic Opportunity SPE is proposing to acquire the Dutch light entertainment company 2waytraffic • 2waytraffic is comprised of four main business lines: • TV Format Licensing and Production (incl. worldwide rights to the hit format Who Wants To Be A Millionaire?) • Participation TV: traditional Call TV and new business model Participation Advertising • Mobile content production and distribution • Digital content and services • Founded in 2004, the company has a 42% public float on London’s AIM stock exchange • An acquisition would establish SPE immediately as a significant player 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)

  8. Strategic Rationale for Investment • 2waytraffic’s strong game show formats would establish SPE immediately as a major Light Entertainment player • Capitalize on Millionaire format and other attractive assets • Strong combined game show catalog • 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 • 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

  9. Strategic Complement 2waytraffic is very powerful addition to SPE’s production value chain Interactive Monetization(in-program, mobile, online) Worldwide format distribution Production for local broadcaster Creative & Development Offline monetization • In-program applications • Mobile • Online • Leverage of Millionaire relationships • Global sales force • Leverage of Millionaire relationships • Merchandise • Leverage of Millionaire relationships SPE Pool U.S. U.K. Germany France Italy Spain Latin America Embassy Row/Michael Davies Boom 2waytraffic • 2waytraffic creative • Intellygents • The Usual Suspects

  10. Diversified Revenues Source: Company data, interviews; Note: table excludes $8.7MM of other revenues from Merchandising, Digital TV, and Music Publishing (8.2% of total revenue in 2008E)

  11. Financial Analysis: Management Case The financial projections provided by 2waytraffic management are highly aggressive • Aggressive growth in all business lines over the forecast period, particularly growth in new, untested business lines of participation advertising and mobile businesses • EBIT affected by amortization expense of intangible assets (predominantly Millionaire and other formats)

  12. Financial Analysis: Sony Case After detailed due diligence, SPTI established a more conservative base 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

  13. Sum-of-the-Parts Valuation Based on the Sony case, the enterprise value of 2waytraffic is approx. $335MM, with 61% ascribed to the Millionaire franchise 21% premium to the current market value $197m • Implied sum-of-the-parts Equity Value per share is 91p

  14. Offer Structure – based on Sony Case $96MM + Net Debt: $353MM Total SPE Consideration: Assumes management achieve the Sony Base Case EBITDA over the 2008 – 2010 earn-out period Assuming management gets paid 120p upfront to arrive at the blended offer price for the 100% of the equity at closing

  15. Earn-Out Scenarios Under Varying Performance The earn-out payments provide downside protection for Sony and upside incentives for management **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

  16. Potential Risks and Mitigators

  17. Next Steps • Finalize outstanding deal points • Treatment of certain employee shares, limited materiality - $5-6MM • GEC/Sony Board approval on January 30th / 31st • Finalize legal and financial diligence • Finalize operating structure • Draft offer documentation (including announcement, offer document, earn-out agreement and irrevocable undertakings) • Finalize offer • Close transaction

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