Vodafone Group Public Limited Company · LSE:VOD
Vodafone Group Public — Vodafone Group — Merger or Acquisition (June 2013)
14 slides from Vodafone Group Public's merger presentation, Jun 24, 2013
Slide 1: Cash offer for Kabel Deutschland
Cash offer for Kabel Deutschland Investor presentation 24 0 June 2013 24 June 2013
Slide 2: Disclaimer
Disclaimer No offer This presentation is for information purposes only and does not constitute an invitation to make an offer to sell shares in Kabel Deutschland Holding AG (“Kabel Deutschland Shares” and “KabelDeutschland” respectively). This presentation does not constitute an offer to purchase Ka
Slide 3: In-market transaction with strong strategic and financial rationale
In-market transaction with strong strategic and financial rationale • Largest cable network in Germany with 15.3m homes passed in 13 of the 16 federal states Highly attractive business • 7.6m total direct subscribers of which ~60% on long term contracts with housing associations1 1 with significant
Slide 4: Strategy for convergence in Europe
Strategy for convergence in Europe Progress in implementing access to NGN infrastructure via flexible market-by-market approach Strategic options Benefits Conditions Vodafone Low capital Regulatory clarity and • Germany: Wholesale NGN agreement with DTAG Wholesale competitive • Netherlands: Reggefib
Slide 5: Cable's superior infrastructure and reach in Germany
Cable's superior infrastructure and reach in Germany •1 Attractive platform for the German TV and fixed broadband Marketable homes by fixed broadband technology1 market Marketable homes passed 40m (100%) % of homes passed • Cable can market triple play services to 58% of German homes today compared
Slide 6: Kabel Deutschland is the largest cable operator in Germany
Kabel Deutschland is the largest cable operator in Germany Significant upside potential from growth in customer base and increased penetration of multi-play services Present in 13 of 16 federal states Significant scale and growth potential1 Total homes passed Kiel 12.4m Large high 11.2m 15.3m "Alpha
Slide 7: German cable market offers significant growth potential
German cable market offers significant growth potential Significant multi-play upside potential Significant ARPU upside potential RGUs per customer (x)1 ARPU (€/month)1 2 Kabel D. 1.4 Kabel D. 16.3 UM KBW 1.6 UM KBW 19.9 Cabelcom 1.7 Zon 34.9 Com Hem 1.8 Com Hem 41.3 Ziggo 2.2 Ziggo 42.3 Telenet 2.4
Slide 8: Creating a nationwide fixed next generation player
Creating a nationwide fixed next generation player Nationwide branding • Use the Kabel Deutschland cable platform • Use VDSL agreement with DTAG − 11.2m marketable households for triple play services − 4.8m marketable households for triple − expected to increase to 12.4m by 2017 play services − expe
Slide 9: Combining Vodafone and Kabel Deutschland will accelerate growth
Combining Vodafone and Kabel Deutschland will accelerate growth Unaided brand Strong brand awareness 21% 43% Distribution Branded stores 145 9221 scale Substantial revenue Customers 7.6m 3.1m synergies, including Fixed line scale >€1.5bn NPV from Revenues2 €1.8bn €2.1bn cross-selling and improved cu
Slide 10: Significant in-market cost and capex synergies
Significant in-market cost and capex synergies Run-rate in NPV Area Description year 4 (€m)1 (€bn)2 • Leverage Kabel Deutschland's infrastructure for mobile backhaul • Merge national and regional backbones Network / IT • Consolidate and simplify IT stacks >120 >1.1 • Close down central offices used
Slide 11: Transaction overview
Transaction overview • €87.0 per share in cash, comprising − voluntary public offer for €84.5 per share in cash, plus Value − €2.5 dividend per share announced on 20 February 2013 • Equity value of €7.7bn (£6.6bn) and enterprise value of €10.7bn (£9.1bn) • The Management Board and Supervisory Board
Slide 12: Transaction overview (cont.)
Transaction overview (cont.) • IRR exceeds market WACC by more than 200bps M&A criteria • ROIC exceeds market WACC within 3 to 5 years Financial • Accretive to EPS and FCF per share from the first and second full year post completion, respectively, after cost and capex effects synergies and before i
Slide 13: Q&A
Q&A 12 24 June 2013
Slide 14: 24 June 2013
13 24 June 2013