Creating the leading pan-European internet network company

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Presentation transcript:

Creating the leading pan-European internet network company Presentation to analysts 7 September 2000

Key management team Renato Soru Chairman and Chief Executive Tiscali James Kinsella Chairman World Online Massimo Cristofori Finance Director Tiscali 0080474l.ppt

Presentation order Key investment highlights Background and strategic vision Overview of the new group Benefits of the combination Pro forma data Summary 0080474l.ppt

Key investment highlights The internet network for the people of Europe Leading the consolidation in Europe Independent of traditional telcos Faster path to breakeven Creating the leading pan-European internet network company 0080474l.ppt

Background and strategic vision Deregulation Disruptive new technologies Emergence of the networked market A pan-European internet network company generating multiple revenue streams through the provision of content and services across all devices 0080474l.ppt

Strategic vision Voice Access New telco company Business services N e k Voice Access Business services New telco company Content distribution services Advertising Media aggregator and distributor Customers Vortals, e.g.: finance travel Partnerships New retailing platform A unified network with the largest European customer base providing new telco, media and retailing products and services 0080474l.ppt

Overview of the new group The largest pan-European subscriber base Largest pan-European footprint covering 15 countries Top 3 positions in 5 countries (by subscribers) Largest pan-European internet community with 6.1m registered subscribers (3.5m active) Second largest subscriber base in Europe Sweden Norway Denmark UK Neth. Belgium Germany Lux. Czech Austria Switz. France Italy Spain 0080474l.ppt

Overview of the new group Creating the largest proprietary optical IP network in Europe Ready for broadband Direct peering relationships across Europe provide highest quality of service Over 300 points of presence spread across 15 European countries Five fibre rings connecting major cities of Western Europe Backbone connections to New York, Chicago, Washington and the US West Coast Exploiting the oversupply of fibre in Europe by acquiring IRUs Investing in WLL across Europe Existing network New network planned 0080474l.ppt

Overview of the new group A full service provider Key: P = application pending 0080474l.ppt

Benefits of the combination Customers Establishing a single communication platform for the people of Europe with a full range of services Ease of use and “always home” wherever you are in Europe Company Superior positioning for convergence “Must-buy” network for advertisers and e-commerce partners Strong platform for further consolidation Investors Depth of talent and management experience Significant revenue and cost synergies Faster break-even Financial strength 0080474l.ppt

Superior positioning for convergence Fixed Combined IP based unified network Unified messaging Voice services Streaming UMTS Advertising Mobile PC TV Broadband 0080474l.ppt

Significant revenue synergies Enhanced ability to provide and bundle new converged services Captures greater proportion of interconnect revenues Improves business services Pan-European IP network operator Single brand and customer proposition Single brand generates more customers Leverage best content, applications and business services across the new group “Must-have” network for advertisers, key content and e-commerce providers Superior scale and profile MVNO and UMTS services Andala relationship 0080474l.ppt

Significant cost savings Total net cash saving Recurring savings Comprising opex of €280–300 million network capex of €300–330 million less one-off cash costs of around €30 million Operating cost savings equivalent to approximately €150 million pre-tax saving on an annualised, ongoing basis Indicative breakdown Total net cash savings of approximately €550–600 million over the first two full years Total approx. e150m 0080474l.ppt

Depth of combined management Proven leadership and experience Renato Soru Executive Chairman James Kinsella Chief Executive Officer Massimo Cristofori Chief Financial Officer Simon Duffy Mergers and acquisitions Paolo Susnik (Technology) Salvatore Pulvirenti (Technology) Paola Mastromarino (Technology) Mario Mariani (Marketing) Laurent Grimaldi (Network) Klaus Landefeld (Network) Bob McNeal (Strategy) Martin Stever (Advertising) Debby Fry Wilson (Communications) Peter Randall (Operations) Depth of talent and expertise 0080474l.ppt

Pro forma data 6 months to 30 June 2000 Pro forma (em) Tiscali World Online combined Revenue 69 96 165 EBITDA (17) (179) (196) Net cash (at 30 June 2000) 9 1,569 1,578 Internet minutes (in June 2000) 612m 1,050m 1,662m Subscribers - registered 2.3m 3.8m 6.1m - active 1.1m 2.4m 3.5m Pro forma market capitalisation – e12.5 billion Targeting EBITDA positive during H2 2001 0080474l.ppt

Pro forma combined revenue Sources of revenue for the combined group Estimated by 2002 Pro forma for 6 months to 30 June 2000 0080474l.ppt

Transaction structure—key terms Tiscali shares1 to the value of e20 per share for each World Online share within collar Asymmetric collar: - 11% / +7.5% Ownership2 56.7% Tiscali shareholders (35.5% Renato Soru) 43.3% World Online shareholders (18.3% Sandoz Foundation) Governance Renato Soru (Executive Chairman) James Kinsella (CEO) Board of 9 (5 existing Tiscali and 4 World Online) Headquarters and listing in Milan Incorporated and based in Cagliari Irrevocables World Online: Sandoz Foundation and Reggeborgh, equivalent to 54% Tiscali: Renato Soru, equivalent to 63% Sandoz Foundation, 9 months Renato Soru, 9 months (subject to minor exemptions) Lock-ups Note: 1 Exchange ratio of 0.4353 at a Tiscali share price of e45.95 2 Based on a Tiscali share price of e45.95, assuming full acceptance 0080474l.ppt

Expected transaction timetable 7 September Public announcement Mid/late October Text Offer Memorandum posted and Offer period starts Text Mid November Tiscali EGM to approve capital increase Text Mid/late November Text First closing date Mid/late November Text Text Italian court approval of Tiscali’s EGM resolution 0080474l.ppt

Creating the leading pan-European internet network company Summary The internet network for the people of Europe Leading the consolidation in Europe Independent of traditional telcos Faster path to breakeven Creating the leading pan-European internet network company 0080474l.ppt

Q&A 0080474l.ppt

UBS Warburg, a business group of UBS AG, Rothschilds and Schroder Salomon Smith Barney, which are each regulated in the UK by The Securities and Futures Authority Limited, are each acting for Tiscali in connection with the Offer and for no one else and will not be responsible to anyone other than Tiscali for providing the protections afforded to customers of UBS Warburg, Rothschilds and Schroder Salomon Smith Barney respectively or for providing advice in relation to the Offer. Goldman Sachs International and Merrill Lynch International, which are each regulated in the UK by The Securities and Futures Authority Limited, are each acting for World Online in connection with the Offer and for no one else and will not be responsible to anyone other than World Online for providing the protections afforded to customers of Goldman Sachs International and Merrill Lynch International respectively or for providing advice in relation to the Offer. These materials relate to the Offer and are not an extension of a tender offer in the United States or to any US Person for any class of equity securities in World Online. The Offer will be made by means of an Offer Memorandum to be distributed to the World Online shareholders. Any decisions regarding the Offer should only be made on the basis of such Offer Memorandum. None of the securities to be offered as consideration will be registered under the United States Securities Act of 1933, as amended (the “Act”). Accordingly, such securities may not be offered, sold or delivered in the United States or to US Persons, unless an exemption from the registration requirements of the Act is available. These materials do not constitute an offer of Tiscali Shares or an offer for World Online Shares. Not for release, publication or distribution, in whole or in part, in or into Canada, Australia, Japan or Germany. 0080474l.ppt