Ooh Media Ltd · ASX:OML
Ooh Media — Merger or Acquisition (December 2016)
15 slides from Ooh Media's merger presentation, Dec 14, 2016
Slide 1: Recommended merger of APN Outdoor and oOh!media
For personal use only Recommended merger of APN Outdoor and oOh!media APN Outdoor and oOh!media to merge, creating a leading, diversified out-of-home media group in Australia and New Zealand 14 December 2016 Page 0
Slide 2: Disclaimer
Disclaimer For personal use only This presentation (Presentation) provides information in summary form and should be read in conjunction with the announcement in relation to the proposed transaction between APN Outdoor Group Limited (APN Outdoor) and oOh!media Limited (oOh!media) (the Transaction) t
Slide 3: Merger highlights
Merger highlights For personal use only Enhanced portfolio Long-term and diversified asset base across classic, digital and online formats Premium portfolio of industry-leading digital assets with the opportunity to benefit from digital capabilities across Digitisation an enlarged asset base Audienc
Slide 4: Recommended merger of APN Outdoor and oOh!media
Recommended merger of APN Outdoor and oOh!media For personal use only Transaction All-scrip offer by APN Outdoor to be effected by way of an oOh!media Scheme of Arrangement Scheme consideration oOh!media shareholders to receive 0.83 APN Outdoor shares for each oOh!media share held1 and sharehold
Slide 5: Merger rationale
Merger rationale For personal use only Well positioned to benefit from continued growth of out-of-home and online sectors and audiences Creation of a leading, Opportunity to benefit from digital capabilities of both businesses across expanded portfolio of assets 1 diversified out-of-home and onl
Slide 6: Leading, diversified out-of-home and online media group
1 Leading, diversified out-of-home and online media group Combination of two highly complementary businesses to create a Merged Group with a more diversified portfolio For personal use only Pro forma Merged Group revenue split (1H FY16)1 Digital strategy Digital capabilities and offerings include:
Slide 7: Leading, diversified out-of-home and online media group (cont'd)
1 Leading, diversified out-of-home and online media group (cont'd) Opportunity to benefit from complementary digital, online, mobile and social capabilities across a larger portfolio of assets For personal use only ~9k ~63k 8 digital signs classic panels owned online platforms CAFE ROAD ONLINE FLY E
Slide 8: Combination of complementary premium asset portfolios
2 Combination of complementary premium asset portfolios Service offering across the key out-of-home formats. The Merged Group is expected to have a total of 8,985 digital screens and 63,200 classic For personal use only panels, as well as 8 owned online platforms across Australia and New Zealand1 Ro
Slide 9: Significant value accretion
3 Significant value accretion Transaction expected to deliver cost synergies of at least $20 million per annum, to be realised on a run-rate basis within two years following For personal use only implementation of the merger. One-off implementation costs to achieve synergies are projected to be appr
Slide 10: Significant value accretion (cont'd)
3 Significant value accretion (cont'd) FY16PF EPS accretion of 14.7% and 14.2% for APN Outdoor and oOh!media shareholders respectively1,2 For personal use only 14.7%1,2 At least $20 million3 FY16PF EPS accretion to APN Outdoor shareholders 14.2%1,2 Cost synergies p.a. FY16PF EPS accretion to oOh! sh
Slide 11: Enhanced financial scale and balance sheet strength
4 Enhanced financial scale and balance sheet strength The Merged Group will have a strong balance sheet with low leverage and enhanced financial scale to increase funding capacity to pursue future For personal use only growth opportunities Market capitalisation ($ billions)1 Combined pro forma mar
Slide 12: Highly experienced combined Board and management team
5 Highly experienced combined Board and management team The Merged Group's Board and management team bring significant expertise and industry experience For personal use only The Merged Group's Board will be comprised of eight directors - four each from APN Outdoor's and oOh!media's respective Board
Slide 13: Summary
Summary oOh!media's Board of Directors unanimously recommend that oOh!media shareholders vote in favour of the Scheme, in the absence of any For personal use only superior proposal and subject to the Independent Expert concluding that the Scheme is in the best interests of oOh!media's shareholders
Slide 14: Appendix
For personal use only Appendix Page 13
Slide 15: Pro forma EBITDA reconciliation
Pro forma EBITDA reconciliation For personal use only APN Outdoor EBITDA ($ millions)1 oOh!media EBITDA ($ millions)2 100 100 2.6 88.6 90 86.0 90 9.5 82.5 80 80 73.0 70 70 60 60 50 50 40 40 30 30 20 20 10 10 0 0 FY16F (upper end Pro forma adjustments FY16PF FY16F (mid-point Pro forma adjustments FY1