Rtl Group S.a. · LUXSE:RTLL
Rtl — Groupe TF1 and Groupe M6 — Merger or Acquisition (May 2021)
26 slides from Rtl's merger presentation, May 2021
Slide 1: Proposed Merger: Building the French Media Group of the Future
PROPOSED MERGER BUILDING THE FRENCH MEDIA GROUP OF THE FUTURE
Slide 2: Disclaimer
Disclaimer This presentation includes certain projections and forward-looking statements with respect to the anticipated future performance of the combined group. Such information is sometimes identified by the use of the future tense, the conditional mode and forward-looking terms such as "estimate
Slide 3: Introduction
Introduction Creation of the French media group with the broadest TV, radio, digital, content production and technology offering to the benefit of all viewers and the French audiovisual industry Strongly placed to compete in the evolving global media landscape Synergistic combination offering the hi
Slide 4: Key transaction highlights
Key transaction highlights Support from long-term shareholders Attractive strategic rationale Clear execution roadmap and balanced governance More French quality content, strong Unanimous support from Boards and Transaction subject to shareholders’ commitment to diversity and editorial reference sha
Slide 5: Attractive strategic rationale
ATTRACTIVE STRATEGIC RATIONALE
Slide 6: The French total video market has shown continued growth
The French total video market has shown continued growth Growing viewing time Growing total ad spend Individual viewing time in France (minutes per person)1 Gross ad spend in France (€bn) TV Other 2 COVID impact +30% 317 12.2 11.6 266 10.5 10.7 243 2012 2018 2020 2012 2018 2019 2020 Sources: Médiamé
Slide 7: Ongoing fundamental shifts in the competitive landscape
Ongoing fundamental shifts in the competitive landscape Digital advertising expenditure as share of total in France (%) 21% Growth of digital 46% advertising 2015 2020 Paid subscriptions in France in 2020 (# in M) Subscriber 8.5 Evolution since 2017 growth of 4.1 OTT 2.8 1.8 1.5 competitors +3.3x +2
Slide 8: Opportunity to build strong 360° presence
Opportunity to build strong 360° presence TV Streaming Radio Production Digital media 360° presence in TV, streaming, radio, production and digital media, across all content genres ENTERTAINMENT NEWS SPORTS CINEMA SCRIPTED KIDS 7
Slide 9: Future strategy is focused on five key priorities
Future strategy is focused on five key priorities Strengthen the supply of French quality content Continue to guarantee the independence, reliability and quality of information Further develop a production hub for local and international content Accelerate the development of a French streaming champ
Slide 10: Strengthen the supply of French quality content
Strengthen the supply of French quality content Record 2020 prime Most watched Most popular #1 private radio time audience daily scripted TV journal morning program Accelerating Better Supporting the More attuned to content creation understanding of French national local habits with a combined viewe
Slide 11: Continue to guarantee the independence, reliability and quality of information
Continue to guarantee the independence, reliability and quality of information Reliable and balanced Invest in long-format Flagship channels news Radio news quality news and investigations 13H & 20H 12:45 & 19:45 RTL #1 news shows +20% audience #1 private radio in Europe in 2020 in France Develop ne
Slide 12: Further develop a production hub for local and international content
Further develop a production hub for local and international content TV1 Cinema Music & other2 Key benefits from scale Strengthened Content produced Strengthen Upsized capacity More appealing to ecosystem to will be platform distribution with 10,000+ hours international market defend French agnostic
Slide 13: Accelerate the development of a French streaming champion
Accelerate the development of a French streaming champion Key benefits from scale SVOD AVOD AVOD / Tech Tech The local alternative Pioneer on the French Offers a 100% video Building end-to-end to US SVOD services, AVOD market with the consumer experience streaming platforms Broader content slate foc
Slide 14: Develop cutting-edge technology in streaming and addressable TV advertising
Develop cutting-edge D technology in streaming and in addressable TV advertising Streaming Technology Leadership Video Increase investments in the French Strengthen video infrastructure to enable streaming technology platform broader sharing of tools and systems Become a European leader with a
Slide 15: Combination benefiting both French creative and tech industries
Combination benefiting both French creative and tech industries Stability and visibility for national producers Supporting the French Attracting and retaining key talent creative industry Increased outreach opportunities for French culture Unique world class technology platform Boost to Fren
Slide 16: Strengthened financial profile
STRENGTHENED FINANCIAL PROFILE
Slide 17: Strengthened combined financial profile
Strengthened combined financial profile + Revenues €1,274M €2,082M €3,355M 2020A Current operating profit €271M €190M €461M1 2020A Excluding any synergies and transaction impacts Sources: Company filings 16 Note: 1 Corresponding to the sum of the current operating profits published by the two Groups
Slide 18: Creation of a player of scale comparable to leaders in other European countries
Creation of a player of scale comparable to leaders in other European countries 2020A revenues (€bn) 6.0 257.61 159.9 75.3 53.21 21.9 5.5 4.0 3.4 3.1 2.8 2.6 2.1 1.3 1.1 0.9 0.4 2 3 4 Merged company Sources: Company filings Note: EUR/USD = 1.1417; EUR/GBP = 0.8893; EUR/SEK = 10.4858 1 Calendarized a
Slide 19: Strong synergy potential
Strong synergy potential Run-rate estimated annual synergies (in €M) Within 3 years after closing €250M to €350M Revenue synergies + Cost synergies = Total EBITA impact Audiovisual content production sales to Mainly non-HR cost savings from: 3rd parties – Streamlined content production hub Dev
Slide 20: Attractive transaction terms
ATTRACTIVE TRANSACTION TERMS
Slide 21: Proposed transaction structure
Proposed transaction structure Current ownership structure Transaction steps Groupe RTL Carve-out of the activities of Groupe M6 non-related to the broadcasting Float Float 1 authorizations of the M6 channel granted by the CSA within a new entity (“M6 Bouygues Group Services”) 44% 56% 48% 52% Activi
Slide 22: Proposed transaction key terms and steps
Proposed transaction key terms and steps All stock merger of Groupe M6 and Groupe TF1 Proposed Carve-out of the activities of Groupe M6 non-related to the broadcasting authorizations of the Groupe M6 channel granted Transaction by the CSA within a new entity (“M6 Services”) Structure Activitie
Slide 23: Transaction overview: merged company governance and principles
Transaction overview: merged company governance and principles Board of Directors composed of 12 members - 4 members appointed by Groupe Bouygues - 2 members appointed by RTL Group Board of Directors - 3 independent members - 2 members representing employees - 1 member representing employee shareh
Slide 24: Full support from reference shareholders
Full support from reference shareholders Reference shareholder Leading European since privatization of Groupe TF1 TV and Media group 4 Board members 2 Board members Strong commitment to the transaction through acquisition of shares Long-term industrial partner Exclusive control and full consolidatio
Slide 25: Next steps
Next steps 18 May 2021 Transaction announcement and MoU signed by Groupe M6 and Groupe TF1 - Unanimously supported by the Boards of Groupe M6, Groupe TF1, Groupe Bouygues and RTL Group By Q3 2021 - Subject to: consultation with respective employee representatives; regulatory Completion of employ
Slide 26: Thank you
MOHAN tES ATERRES THANK YOU
Groupe TF1 and Groupe M6 — Merger or Acquisition (May 2021) on 6ix