GSN / FUN Technologies Status Update December 2007.

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Presentation transcript:

GSN / FUN Technologies Status Update December 2007

1 Liberty Media and FUN Technologies Inc. Liberty Media bought FUN Technologies Inc. through 2 transactions at very different valuations –On March 10, 2006, Liberty Media purchased 53% of FUN Technologies for an aggregate cash consideration of $194.5MM as of the transaction date (an implied valuation of $367.0MM) –On June 21, 2007, Liberty Media made an offer to purchase all of the remaining shares of FUN (TSX: FUN / AIM: FUN) for the cash purchase price of GBP per share (4% premium over June 21 closing price) or a total investment of ~$97.0MM (an implied valuation of $206.4MM) Liberty Media’s investment rationale was to capture significant synergies through full ownership of FUN Technologies –Cross-Promotion / New Content –Reduce Customer Acquisition/Retention Costs –Expand Audience Base for Liberty’s Programming Assets In order to capture a positive IRR, significant synergies with GSN are required based on initial forecasts –~10% in additional cost savings –~40% in revenue enhancements

2 FUN Technologies, Inc. SPE currently assuming fantasy league is not included –Drives up valuation, not necessarily integral to FUN/GSN strategy –Liberty willing to separate Liberty’s recent valuation of $230MM for all of FUN, included $180MM for casual games –The casual games web business ($180MM) –The fantasy sports league ($40MM) –A sports info business of minimal to declining value ($10MM) Liberty likely to claim the “right” valuation is $300MM, with $240MM for casual games –Midpoint to its two investment valuations –Implied valuation to games business of $240MM (80% of total) GSN Liberty also claims it previously stated GSN had a value of $600MM (vs our $700MM estimate) Implications A combined entity therefore suggests an SPE contribution of $90MM -$240MM –In-kind contribution – SPE contributes $180MM - $240MM of assets to match FUN contribution –Cash – SPE pays Liberty $90-$120MM in cash for ½ of FUN, which is then combined with GSN –Hybrid -- SPE contributes a mix of cash and assets (e.g., $60MM cash to buy a portion of FUN and $80MM of in- kind assets) –Fantasy league inclusion would add $20-$40MM in cost to SPE, depending on purchase approach Going forward EBIT and cash impact TBD, based on venture business plan Other alternatives –Accept minority position of between 31.5% (300/950) and 37.6% (350/930), or higher if other assets put in –Block combination of entities –Sell GSN stake Valuation Considerations

3 Potential Value of SPE Contributed Assets (1) All cash flows at discounted to present value; 16.5% discount rate for both parties.

4 Impact of Cash Contributions vs. In-kind Contributions NOTE: Assumes GSN valuation of $600MM. Example: If SPE contributes $80MM in In-Kind contributions and FUN Technologies is valued at $200MM, then SPE would need to commit an additional $60MM in cash to have a 50% ownership stake in NEWCO or be left with a 43% ownership stake

5 Next Steps GSN forecasts –With and without FUN combination Potential additional sources of value –Allow GSN to air Wheel of Fortune and Jeopardy! Episodes 2 years after broadcast and in better time-periods EBIT and gain estimates, vs. current MRP Assess value of digital gameshow rights via other avenues (e.g., JV with game publisher) Agree on proposal to Liberty –Assets to contribute, plus cash –Sale alternative price –Timing/GSN plan approval pending

6 Appendix A: Financial Calculations

7 Valuation Review for FUN Technology, Inc.

8 FUN Technology, Inc. Free Cash Flows

9 Impact of Cash Contributions vs. In-kind Contributions In-kind contribution of $80MM would lead to 43% ownership In-kind of $80MM + $60MM cash (for a portion of FUN) leads to 50% overall ownership Acquiring half of FUN for $100MM would lead to 50% ownership

10 Ad Inventory Value

11 Game / License Values

12 Power of 10 – Half-Hour Strip Series (Greenlight Model)

13 Game Show License (All You Can Eat)

14 Appendix B: GSN / FUN Overview

15 FUN is expected to achieve ~$12M in cost synergies through full ownership by Liberty (i.e. overhead in head office, FunSports integration) Without incremental synergies with GSN, Liberty would achieve a negative return over 6 years on its cumulative investment in FUN Technologies Required Return and Implied Incremental Value Investment Detail Investment Rationale On March 10, 2006, Liberty Media purchased 53% of FUN Technologies for an aggregate cash consideration US$194.5M at transaction date On June 21, 2007, Liberty Media made an offer to purchase all of the remaining shares of FUN (TSX: FUN / AIM: FUN) for the cash purchase price of GBP per share (4% premium over June 21 closing price) or total investment of~ $97M Cross-Promotion / New Content Promotion of FUN’s games and websites to drive users from Liberty’s entertainment properties/affiliates Create interactive games platform and expand participation TV leveraging Liberty’s distribution reach Reduce Customer Acquisition/ Retention Costs Expand Audience Base for Liberty ’ s Programming Assets Tap into GSN/Starz household reach to build user base and minimize FUN’s rising customer acquisition costs (due to attempts to build scale to cover development costs – i.e. increased cost of prizes, events, marketing) Partner with Liberty’s advertisers to share marketing and promotional costs Leverage FUN Sports (skews younger male) and Casual Gaming assets (skews younger female) to create new content targeted at these demographics Increase advertising directed at younger audience Liberty Media and FUN Technologies Inc.

16 Provides real-time information on the Internet, including live odds, major line move alerts, urgent messages, injury reports and statistical reports 2006E Revenue: $9.5M Product Offering Overview FUN Technologies, which is 51% owned by Liberty Media Corporation, is a leading online casual gaming provider with full- service offerings in the sectors of skill-based games and fantasy sports Provides private-label gaming systems and services to some of the world’s largest online entertainment groups, including AOL, MSN and NASCAR.com Two business divisions: FUN Games and FUN Sports FUN Games division is comprised of wholly owned skill-gaming subsidiaries, SkillJam and WorldWinner, as well as Octopi, FUN’s mobile and online multiplayer game developer FUN Sports provides content, games and fantasy sports leagues, real-time sports statistics, as well as NASCAR-related and other fantasy sports games to consumers and corporate partners Company Overview Investment Detail – Liberty Media and the “New FUN” On March 10, 2006, FUN Technologies plc (“Old FUN”) and FUN Technologies Inc. (“New FUN”) announced the completion of the Scheme of Arrangement (the “Scheme”) involving Liberty Media Old FUN has become the wholly-owned subsidiary of New FUN and Liberty indirectly owns approximately 51% of the outstanding common shares in New FUN on a fully-diluted basis As part of the transaction, Liberty invested US$50 M in the Company implying a current valuation of US$98 million Leading site for fee-based skill games, offerings include pay-for- play/subscription products such as online games, tournaments, and downloadable deluxe games Games: Zuma, Bejeweled 2, Solitaire, Lingo, Bookworm 2006E Revenue: $16.3M User Metrics: 567K monthly uniques, Avg. 20 pages and 15 min. per unique visit, 58% Female, 16% under age 35, 70% under age 50 Avg of 350K games played daily, hosts 10M+ games with millions in awards and prizes in five categories: Card, Word, Arcade, Strategy and Sports 2006E Revenue: $9.6M User Metrics: 1.4M monthly uniques, Avg. 79 pages and 55 min. per unique visit, 60% Female, 13% under 25, 82% under 45 Developer specializing in mobile and web-based multiplayer games (blowfish, bowling, shuffleboard) Clients include Nokia, Paramount, Sony Ericsson, T-Mobile, SBC, Nike, Pepsi, Adidas and Blockbuster. Consistently among the nation's most-visited sports sites One-stop shop for fantasy players; games, league mgmt tools, live stats, and comprehensive fantasy sports Provides turn key fantasy sports products to AOL.com, NASCAR.com, PGA.com, NFLPA.com, and NBA.com 2006E Revenue: $15.5M User Metrics: 470K monthly uniques, Avg. 59 pages and 49 min. per unique visit, 74% Male, 42% under 35, 80% under 50 Leading fantasy sports operator, has operated games for USA TODAY, Sports Weekly, The Hockey News, The Golf Channel and The Sporting News, MSNBC, Snap and The Lottery Channel Offers baseball, football, basketball, hockey, golf and auto racing games that can be played via phone, mail, , fax and the Internet One of oldest and largest providers of predominantly fee-based fantasy sports games (NASCAR race challenges, College Football full-season and College Basketball Tournament challenge) Subscription based games also provide easy access for free play FUN Technologies Inc. (TSX: FUN / AIM: FUN)

17 Toronto Stock Exchange Performance (1/24/2006 to Present) Financial Performance Key Developments June 2002 Originally founded as CES Software plc December 2003 Listed on the Alternative Investment Market (AIM) of the LSE July 2004 Acquired SkillJam Technologies Corporation for US$8 million October 2004 Listed on the Toronto Stock Exchange (TSX) Announced £20 million (C$46 million) financing increasing to C$55 January 2005 Changed company name to FUN Technologies plc February 2005 Acquired Don Best Sports for US$47 million June 2005 Acquired all the assets of Fanball Interactive, LLC January 2006 Acquired all the assets of Octopi, Inc., a company focused on web- based and mobile gaming March 2006 Liberty Media Corporation acquired 51%; reconstituted as FUN Technologies Inc. Acquired WorldWinner Inc. for US$23 million April 2006 Acquired all the assets of Fantasy Sports, Inc May 2006 – September 2006 Partnered with GSN to televise first-ever worldwide web games championship (awarded million dollar grand prize) August 2006 Acquired CDM Sports November 2006 Launched SCRABBLE Cubes to have all-time highest number of cash players competing in tournaments on Worldwinner site. Source: Projections per Canaccord Adams and CIBC Equity Research FUN Technologies Inc. (TSX: FUN / AIM: FUN)

18 FUN Sports assets skew towards younger males –Leverage asset to create new GSN content targeted at this demographic –Increase advertising directed at younger audience (GSN watcher median age: 50) FUN Casual Gaming assets (Solitaire, Bejeweled, etc.) skew toward female gamers –Leverage asset to create new GSN content targeted at younger females demographic –Further develop advertising directed at female audience FUN Technologies faces rising customer acquisition costs as it attempts to build scale to cover development costs – i.e. increased cost of prizes, events, marketing Tap into GSN’s reach of 60 million households to build user base while minimizing customer acquisition costs Partner with GSN advertisers to share marketing and promotional costs Reduce Customer Acquisition/Retention Costs for FUN Expand GSN Audience Base Promotion of FUN’s games and websites on GSN programming and advertising and GSN programs on FUN’s sites and events Create interactive games platform leveraging GSN distribution reach Cross-Promotion / New Content GSN and FUN Combined Potential Value