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0 2waytraffic Acquisition Opportunity GEC Presentation Tokyo January 30, 2008
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1 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
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2 Economics of Light Entertainment 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 Successful formats create high margins and significant asset values EndemolFremantle 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 Gross Margin:26%24% n/a EBIT Margin:15%14%9%11% 12%
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3 Trends in Worldwide TV Production 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 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 programs by Type
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4 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 Latin America Germany Russia China Italy Spain U.K. France Hong Kong U.S. Netherlands 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 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 Current SPE Production Infrastructure:
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5 Recent Light Entertainment 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 U.S. Initiatives 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
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6 The 2waytraffic Opportunity 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) SPE is proposing to acquire the Dutch light entertainment company 2waytraffic
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7 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
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8 Strategic Complement Boom Creative & Development Production for local broadcaster Interactive Monetization (in-program, mobile, online) Worldwide format distribution Offline monetization U.S. U.K. Germany France Italy Spain Latin America Embassy Row/ Michael Davies In-program applications Mobile Online Leverage of Millionaire relationships Global sales force Leverage of Millionaire relationships Merchandise Leverage of Millionaire relationships SPE Pool 2waytraffic 2waytraffic creative Intellygents The Usual Suspects 2waytraffic is very powerful addition to SPE’s production value chain
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9 Diversified Revenues Type of Revenue Territories 2008E Rev and % of Total Description Format licensing Worldwide $29.5MM (27.6%) Programme and format sales via offices in the UK and Netherlands Millionaire & other Celador formats (e.g. Brainiest, You Are What You Eat), and original 2waytraffic formats (e.g. 50:50 (Millionaire spin-off), F.A.B.S.) Creative in-house teams Intelligents and The Usual Suspects TV Production U.K., Benelux $18.9MM (17.7%) Production of Millionaire in U.K., other shows in Benelux In-program interactive Worldwide $5.8MM (5.5%) Provide SMS and online interactive features to catalogue of game show formats Call TVWorldwide $11.3MM (10.6%) Low-cost, non-formatable call-in shows. Prior driver of growth, until recent industry-wide problems in major European territories; planned expansion into new territories, notably China, Indonesia and Russia Participation Advertising U.S. $6.6MM (6.2%) Qualified lead generation model New business model innovation, in test phase. Launched in U.S. in November 2007. MobileWorldwide $26MM (24.4%) Subscription business model selling mobile content directly to end-users and B2B advertising services to government organisations and corporations Mobile applications for 2waytraffic formats (e.g. SMS Millionaire games) Projected growth area, significant portion of revenue from the US 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)
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10 Financial Analysis: Management Case 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) The financial projections provided by 2waytraffic management are highly aggressive Projections, $’000Growth, % Year to 31 DecemberCY 07ECY 08ECY 09ECY 10E07/0808/0909/10 Total revenue103,754129,168159,733188,162 24.5%23.7%17.8% Gross Profit53,90264,58674,31585,421 19.8%15.1%14.9% Margin, %52.0%50.0%46.5%45.4% EBITDA30,85740,00945,06953,417 29.7%12.6%18.5% Margin, %29.7%31.0%28.2%28.4% Depreciation (896) (1,883) (1,815) (1,772) 110.2%-3.6%-2.4% Amortisation (28,964) (18,829) 0.0% -35.0% EBIT9989,16314,29032,816 818.6%56.0%129.6% Margin, %1.0%7.1%8.9%17.4% Net Interest (7,302) (6,061) (5,019) (3,529)) Profit Before Tax (incl. one-offs) (886) (952)9,27129,287 7.4%n/m215.9% Tax - - (3,245) (10,150) Net Earnings (886) (952)6,02619,037 7.4%n/m215.9%
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11 Financial Analysis: Sony 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 After detailed due diligence, SPTI established a more conservative base case Projections, $000Growth, % Year to 31 DecemberCY 07ECY 08ECY 09ECY 10E07/0808/0909/10 Circa revenue103,754106,771120,624135,605 2.9%13.0%12.4% Revenue Synergies6,3776,987 --- Total Revenue103,754106,771127,001142,593 2.9%18.9%12.3% Circa EBITDA30,85735,89638,47943,966 --- Revenue synergies-1,9132,096 --- Cost synergies--- --- Total Recurring EBITDA30,85735,89640,39246,063 16.3%12.5%14.0% Margin, %29.7%33.6%31.8%32.3%--- Depreciation(896)(1,875)(1,794)(1,734) --- Amortisation(28,964) (18,829) --- Total Recurring EBIT9985,0589,63425,500 407.1%90.5%164.7% Margin, %1.0%4.7%7.6%17.9%--- Net Interest(7,302)(6,108)(5,135)(3,767) --- Profit Before Tax (incl. one-offs)(886)(5,104)4,50021,733 475.8%(188.2)%383.0% Tax--(1,575)(7,606) --- Net Earnings (incl. one-offs)(886)(5,104)2,92514,126 475.8%(157.3)%383.0%
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12 Sum-of-the-Parts Valuation Implied sum-of-the-parts Equity Value per share is 91p 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
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13 Offer Structure – based on Sony Case Public / Institutions Private Investor ManagementTOTAL % Holding42%27%31%100% Pay-Out at Closing $119MM$56MM$49MM$225MM Implied Premium at Closing (46% premium to market) (6% premium to market)n/aBlended price of 105p at 39% premium (2) % of Shares Rolled-Over for Earn-out 0% 50% 16% of shares and 18% of value (2) Total Amount of 3-Year Earn-Out (1) $0 $31M$31MM Total Deal Proceeds (1) $119MM+ $56MM+ $81MM= $256MM $96MM $353MM + Net Debt: Total SPE Consideration: (1)Assumes management achieve the Sony Base Case EBITDA over the 2008 – 2010 earn-out period (2)Assuming management gets paid 120p upfront to arrive at the blended offer price for the 100% of the equity at closing
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14 Earn-Out Scenarios Under Varying Performance ($ MMs) Implied DCF Value (1) Upfront SPE Investment** Earn-out Payments Debt Total SPE Investment SPE IRR Management Base Case $442$225$60$96$38224% Sony Base Case $370$225$31$96$35320% Downside Case$274$225$7$96$3286% 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
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15 Potential Risks and Mitigators RISKSMITIGATORS Regulatory: Call TV under pressure in key marketsRevenue mix increasingly less dependent on traditional Call TV (less than 20%) Re-focus on emerging Call TV markets, such as Eastern Europe and China UK production arm could lose Qualified Independent Status after SPE acquisition Strength of Millionaire format expected to help overcome Independence concerns Operational: New, untested business models do not perform as management expects, and/or Millionaire format loses appeal faster than expected Earn-outs provide some downside protection to SPTI Management has strong track record in identifying and exploiting new business opportunities Key management retention and incentivizationAttractive upside potential for management in case of over-performance Complex integration could cause delays and distraction Integration plan and operational responsibilities post- transaction will be agreed with 2waytraffic before deal closes
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16 Next Steps Finalize outstanding deal points –Treatment of certain employee shares, limited materiality - $5-6MM GEC/Sony Board approval on January 30 th / 31 st 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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