Media Prima Bhd. · MYX:MEDIA
Media Prima Bhd — Merger or Acquisition (November 2006)
33 slides from Media Prima Bhd's merger presentation, Nov 20, 2006
Slide 1: Proposed Acquisition and Consolidation of Media Prima Outdoor Business
PRIVATE & CONFIDENTIAL 1 MEDIA PRIMA BERHAD PROPOSED ACQUISITION AND CONSOLIDATION OF MEDIA PRIMA OUTDOOR BUSINESS ANALYSTS BRIEFING 20 NOVEMBER 2006
Slide 2: Contents
PRIVATE & CONFIDENTIAL CONTENTS 2 Section 1 Group strategy - CREaM Section 2 The Outdoor Industry Section 3 Strategic Direction of Media Prima Outdoor Business Section 4 Proposed Acquisition of Big Tree Outdoor Section 5 Conclusion
Slide 3: Section 1: Group Strategy - CREaM
PRIVATE & CONFIDENTIAL 3 SECTION 1 GROUP STRATEGY - CREaM
Slide 4: Our Acquisitions to Date
PRIVATE & CONFIDENTIAL 4 OUR ACQUISITIONS TO DATE Company Company Date Date of of Completion Completion Metropolitan Metropolitan TV TV Sdn Sdn Bhd Bhd (8TV) (8TV) -- Currently Currently the the leading leading Chinese Chinese channel channel across across FTA FTA and and November November 2003 2003
Slide 5: Resulting in Strong Growth in EBITDA
PRIVATE & CONFIDENTIAL RESULTING IN STRONG GROWTH IN EBITDA 5 TV3 / Media Prima Group EBITDA 160 140 120 RM'million 100 80 60 40 20 - 2002 2003 2004 # 2005 2006 (E) * # after incorporating start up losses of 8TV * Includes start up losses of TV9, Hotfm and Flyfm * 2006(E) based on analysts estimates
Slide 6: Media Prima Current Group Structure
PRIVATE & CONFIDENTIAL MEDIA PRIMA CURRENT GROUP STRUCTURE 6 Television Content Events Print Media Radio Outdoor Broadcasting Creation Management 100.0% 100.0% 43.3% 75.0% 100.0% 100% 80% 100.0% 100.0% Grow or exit the business
Slide 7: Section 2: The Outdoor Industry
PRIVATE & CONFIDENTIAL 7 SECTION 2 THE OUTDOOR INDUSTRY
Slide 8: Industry Background
PRIVATE & CONFIDENTIAL INDUSTRY BACKGROUND 8 • The outdoor business consist mainly of managing, selling and maintaining advertisements from outdoor billboards, transit advertising and indoor retail advertising displays; • The outdoor industry is populated by a few large operators such as Big Tree Ou
Slide 9: Industry Background
PRIVATE & CONFIDENTIAL INDUSTRY BACKGROUND 9 • Outdoor industry is relatively small compared to other mediums, forming 2% of total ADEX; and • Based on Nielsen figures, outdoor industry has been growing in excess of 10% in recent years. This trend is expected to continue in the future. Year 2003 200
Slide 10: Section 3: Strategic Direction of Media Prima Outdoor Business
PRIVATE & CONFIDENTIAL 10 SECTION 3 STRATEGIC DIRECTION OF MEDIA PRIMA OUTDOOR BUSINESS
Slide 11: Business Model for Expanded Outdoor Business
PRIVATE & CONFIDENTIAL BUSINESS MODEL FOR EXPANDED OUTDOOR BUSINESS 11 Identify an outdoor company that fits the role of the “anchor” and build the outdoor business by acquiring under performing assets to enhance value Single Marketing Team Anchor entity Consolidated Backroom Operations The Right TA
Slide 12: Section 4: Proposed Acquisition of Big Tree Outdoor
PRIVATE & CONFIDENTIAL 12 SECTION 4 PROPOSED ACQUISITION OF BIG TREE OUTDOOR
Slide 13: Section 4.1: Background
PRIVATE & CONFIDENTIAL 13 SECTION 4.1 BACKGROUND
Slide 14: Background
PRIVATE & CONFIDENTIAL BACKGROUND 14 Leading • Big Tree Outdoor (“BTO”) is the leading outdoor advertising Outdoor outfit in Malaysia. Company • BTO has prominent presence along the expressway, transportation hubs and retail and shopping malls. • BTO is expected to grow its annual revenue in 2006 in
Slide 15: Strong Financial Track Record
PRIVATE & CONFIDENTIAL STRONG FINANCIAL TRACK RECORD 15 • BTO is a profitable entity with stable increase in revenue and profitability • EBITDA margin is in excess of 40% higher than current margin for MPB of 27% for FYE 2005 RM'000 2002 2003 2004 2005 2006 (Est) Paid-up ordinary 500 500 500 500 500
Slide 16: Protected by Long Term Revenue Base
PRIVATE & CONFIDENTIAL PROTECTED BY LONG TERM REVENUE BASE 16 • More than 70% of BTO’s revenue comes from mid to long term concessions, ensuring certainty of revenue stream: 2004 2005 RM '000 % % Display rental - Expressway 51.5 53.8 - Transit & retail 18.8 20.7 70.3 74.5 Lightings - Expressway 5.4
Slide 17: Concessions
PRIVATE & CONFIDENTIAL CONCESSIONS 17 A sample of the concessions and concession period: Concessionaire Expressway PLUS Expressway Berhad NSE, NKVE and Federal Highway Route 2 ELITE Sdn Bhd ELITE Penang Bridge Sdn Bhd Penang Bridge Linkedua (M) Berhad Linkedua Projek Lintasan Kota Sdn Bhd The Ampang
Slide 18: BTO Major Highway Concession
PRIVATE & CONFIDENTIAL BTO MAJOR HIGHWAY CONCESSION 18 1. Highways NORTH SOUTH EXPRESSWAY (“NSE”) • The PLUS NSE - at 797km long, it is the nation’s most important transportation link. Main entry and exit points to Malaysia and major market centers. Traffic volume - 566,600 vehicles daily / 17 milli
Slide 19: BTO Concessions - Transit
PRIVATE & CONFIDENTIAL BTO CONCESSIONS - TRANSIT 19 2. Transportation hubs/transit RAPID KL (Kelana Jaya Line) • Rapid KL serves Klang Valley’s cosmopolitan population • Ridership of 175,000 people per day or 5.43 million monthly with 69% of commuters aged 18-35 years old • Concession ending 2013 KL
Slide 20: BTO Concessions - Retail
PRIVATE & CONFIDENTIAL BTO CONCESSIONS - RETAIL 20 3. Retail • Hold concessions at KLCC, Suria KLCC, KL Convention Centre, Bangsar Shopping Centre, Gurney Plaza, GE Mall • Concession period ranges from 3 to 8 years with options to renew SURIA KLCC • Concourse shopping floors, escalator and lift lobb
Slide 21: Section 4.2: Proposed Transaction Structure and Value
PRIVATE & CONFIDENTIAL 21 SECTION 4.2 PROPOSED TRANSACTION STRUCTURE AND VALUE
Slide 22: Proposed Transaction Structure
PRIVATE & CONFIDENTIAL PROPOSED TRANSACTION STRUCTURE 22 The summary of the total transaction is as follows: Existing No. of shares % held Purchase Mode of Shareholders held Consideration Settlement (RM’m) Navis 280,000 56 81.0 MPB Shares Minority 70,000 14 16.2 Cash shareholders 350,000 70 97.2 Set
Slide 23: Acquisition at Highly Attractive Price
PRIVATE & CONFIDENTIAL ACQUISITION AT HIGHLY ATTRACTIVE PRICE 23 RM million Nav is 81.0 SJ & CIM B 16.2 P urchase consideration 97.2 Equity stake acquired 70% Enterprise value 138.9 EBITDA (RM'm) 2005 19.40 2006 (E) 21.50 2007 (E) 25.00 P AT (RM'm) 2005 11.18 2006 (E) 13.00 2007 (E) 15.00 EV / EBITD
Slide 24: And at Below Comparable Market Multiples
PRIVATE & CONFIDENTIAL AND AT BELOW COMPARABLE MARKET MULTIPLES 24 EV / EBITDA PER Company Country (times) (times) Seni Jaya Malaysia 1.25 13.89 Lamar Advertising US 16.11 149.36 Clear Channel US 11.86 26.42 JC Decaux Netherland 10.20 22.87 Clear Media Hong Kong 24.23 50.00 Roadshow Hong Kong 5.45 2
Slide 25: Potential Impact of FRS3
PRIVATE & CONFIDENTIAL POTENTIAL IMPACT OF FRS3 25 • FRS3 Business Combinations could have an impact on earnings as a result of the acquisition of BTO • A potential impact of FRS3 is the possible recognition of a portion of the goodwill arising from the acquisition as intangible assets. These intang
Slide 26: Effects on Media Prima Shareholdings
PRIVATE & CONFIDENTIAL EFFECTS ON MEDIA PRIMA SHAREHOLDINGS 26 Effects after issuance As at 30/10/06 of shares No. of No. of shares shares Main Shareholders ‘000 % ‘000 % Employees’ Provident Fund Board 166,976 22.5% 166,976 21.4% Gabungan Kesturi Sdn Bhd ("GK") 95,704 12.9% 95,704 12.3% Harris Asso
Slide 27: Rationale of Acquisition
PRIVATE & CONFIDENTIAL RATIONALE OF ACQUISITION 27 Complete • Acquisition of BTO will complete MPB’s traditional media Media platform across TV, Print, Radio and now Outdoor Platform Provide • BTO is the leading Outdoor advertising outfit in Malaysia Dominant • Provides the size and capabilities for
Slide 28: Rationale of Acquisition
PRIVATE & CONFIDENTIAL RATIONALE OF ACQUISITION 28 Big Tree is a strong brand with • BTO is a strong brand with an accomplished track record in Outdoor business. a great Management • BTO comes with a proven and competent Management team team which forms the nucleus to spearhead the execution of MPB’
Slide 29: Media Prima Group Structure – Post Acquisition
PRIVATE & CONFIDENTIAL MEDIA PRIMA GROUP STRUCTURE – POST ACQUISITION 29 Television Content Events Print Media Radio Outdoor Broadcasting Creation Management 100.0% 100.0% 43.3% 75.0% 100.0% 100% 80% 100.0% 100.0% 70.0% Via NSTP
Slide 30: Section 5: Conclusion
PRIVATE & CONFIDENTIAL 30 SECTION 5 CONCLUSION
Slide 31: Conclusion
PRIVATE & CONFIDENTIAL CONCLUSION 31 • With the acquisition, MPB will complete its traditional media platform line- up. • BTO will enhance MPB’s earnings and provide the ability for further expansion into the outdoor business. • MPB’s earnings will also be diversified, with the more stable earnings
Slide 32: Thank You
PRIVATE & CONFIDENTIAL THANK YOU 32
Slide 33: Forward-looking statements note
PRIVATE & CONFIDENTIAL 33 Note: The presentation may contain forward-looking statements which are based on MPB's current expectations, forecasts and assumptions based on management's good faith expectations and belief concerning future developments. In some cases forward-looking statements may be id
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