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KNTV Japanese Investment Opportunity April 13, 2012
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EXECUTIVE SUMMARY 2 KNTV Co. (“KNTV”) is a premium Japanese channel that broadcasts current Korean dramas and variety/K-POP shows Founded in November 1996 and is based in Tokyo with 43 employees Owned by SKS, MBC, SBS, Samhwa Networks and KEN Media, in addition to a number of small shareholders SPT proposes to acquire a controlling stake (43.5%) of KNTV for ¥1.475 billion ($18.2 million) or total enterprise value of ¥3.392 billion ($41.9 million) Currently, the two shareholders seeking an exit represent 37.6% ownership of KNTV, including the largest single shareholder SKS, who currently holds 28.2% As part of the transaction, SPT would also be expected to invest ¥300 million ($3.7 million) into the business on SKS’s behalf, thereby increasing SPT’s total equity stake to 43.5% SPT will leverage its existing three channels’ infrastructure to increase distribution of KNTV Possible opportunity to integrate Asia Dramatic TV, a basic Korean/Asian channel currently operated by So-Net This would be a strong addition to our successful Asian-Korean drama channel, SET ONE Request approval to submit a non-binding offer for a stake in KNTV FX Rate: 1/81.
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THE OPPORTUNITY/STRATEGIC RATIONALE 33 KNTV is the #1 premium Korean general entertainment channel in Japan SBS and MBC, 2 of the top Korean terrestrial channels, are major suppliers of Korean dramas to KNTV SPT can increase KNTV’s subscriber base using its current distribution infrastructure and relationships SPT believes there are opportunities to increase revenue from KNTV subscribers to provide additional services (i.e., VOD, DVD, etc.) Strengthens SPT’s relationship with SBS and MBC SPT Networks Asia currently has an output deal with SBS for SET ONE in Southeast Asia Potentially integrate channel with Asia Dramatic TV (basic Korean/Asian channel currently operated by So-Net) Opportunity to rebrand this channel as SET ONE, strengthening the brand in the region
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PROPOSED DEAL STRUCTURE The 37.6% combined stake controlled by SKS Investment (28.2%) and Samhwa Networks (9.4%) is currently up for sale As part of the transaction, SPT would also be expected to inject JPY 300 million ($3.7 million) into the business on SKS’s behalf, thereby increasing SPT’s total equity stake to 43.5% following the exercise of some outstanding options SBS and MBC provide strategic programming benefits to the channel SPT will submit an LOI indicating governance that allows for consolidation Subsequent to the new cash injection, SPT would hold 3 of the 5 board seats 4 Represents an investment of ¥1.475 billion or $18.2 million. Total company valued at $41.9 million. FX Rate: 1/81.
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FINANCIAL SUMMARY 5 Source: Calendar year actuals from June 2011 Information Memorandum and April 2012 Deloitte Financial Diligence Report. Fiscal year projections developed by Sony Japan.
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VALUATION ANALYSIS 6 SEE ATTACHED
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IMPORTANT OPEN ITEMS Assess revenue growth rates vs. market Assess content cost assumptions vs. market Determine where liability for FMV of share issuance rests Ensure Board and Shareholder rights are sufficient for us to control the company and consolidate Determine seller rights related to the ownership of the shares of SKS—we will need full indemnity in the event of 3 rd party claims to the shares Confirm our understanding of how outstanding options affect our control rights and the potential for dilution Understand whether a program supply agreement with MBC and SBS will be renewed Need to ascertain whether KNTV has proper procedures in place for IP rights clearance as well as any material exposure related to this 7
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NEXT STEPS Submit non-binding offer to KNTV April 16 th in Tokyo Complete due diligence (finance/tax/commercial) Complete 3 rd party valuation Seek SPE/SCA approval to close deal Execute and Close Transaction (except new shares) by [May] 2012 Gain regulatory approval for new shares (up to 30 days) 8
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PROPOSED DEAL STRUCTURE (CONT.) SPT would want the combined share ownership of its stake in addition to MBC and SBS to be at least 66.7% in order to preserve a supermajority over board matters 9 Represents an additional investment of ¥409.7 million or $5 million. Total investment of ¥1.885 billion, or $23.3 million. FX Rate: 1/81. 66.7%
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