Market Information November 2, 2005
Key Terms Financial issues Additional considerations TENDER OFFER OVER SOGECABLE TRANSACTION OVERVIEW Offer concerns 26.712.926 shares representing 20% of SOGECABLE share capital 37 euros per share offered: 17.3% premium over 11/01/05 closing price 22.4% premium over last 3 months average price Payment in cash (€988 Million) Key Terms Financial issues Financing 100% with Debt Bridge facility underwritten by Citigroup Offer conditional upon the acquisition by PRISA of a number of shares equal to 21,370,341 (16% of SOGECABLE share capital) Offer to be authorized by CNMV, Ministry of Industry and competition authorities Additional considerations
Transaction Rationale TENDER OFFER OVER SOGECABLE TRANSACTION OVERVIEW Transaction Rationale Audiovisual: one of the main growth areas in PRISA Supporting SOGECABLE project both in pay tv and free to air tv Gaining scale: higher growth and profitability
Impact on PRISA accounts TENDER OFFER OVER SOGECABLE TRANSACTION OVERVIEW Impact on PRISA accounts PRISA stake in SOGECABLE will reach up to 44.5% with a minimum of 40.5% PRISA will integrate SOGECABLE in a global consolidated basis PRISA Net Debt /EBITDA ratio in 2006: approx. 3.5x
Higher operating growth TENDER OFFER OVER SOGECABLE OFERTA PUBLICA DE ADQUISICIÓN DE SOGECABLE Higher operating growth Market consensus Revenues EBITDA * Excluding Media Capital