Cellcom Israel Ltd. · TASE:CEL

Cellcom Israel — Merger or Acquisition (November 2015)

11 slides from Cellcom Israel's merger presentation, November 2015

  1. Slide 1: Acquisition of Golan Telecom

    Israel Cellcom Acquisition of Golan Telecom November 2015 1

  2. Slide 2: Forward-Looking Statements

    FORWARD-LOOKING STATEMENTS The following information contains, or may be deemed to contain forward-looking statements (as defined in the U.S. Private Securities Litigation Reform Act of 1995 and the Israeli Securities Law, 1968). In some cases, you can identify these statements by forward- looking w

  3. Slide 3: Golan financial information and offer of securities notice

    Golan's financial and operational information included in this press release was prepared by Golan and provided to the Company as part of Golan's representations in the Agreement. Golan's financial information included in this press release was prepared by Golan in accordance with Israeli GAAP. Isra

  4. Slide 4: Golan Telecom Snapshot

    Golan Telecom Snapshot  Entered the Market in May 2012  Low Cost player with aggressive prices and basic service  Apx. 900K subscribers (most of them private) (1)  32% Annual churn rate (last 4 quarters)  NIS 500 million revenues (2)  NIS 53 ARPU (H1 2015) (2)  NIS 204 million EBITDA (1) As o

  5. Slide 5: Transaction Summary

    Transaction Summary  In November 2015,Cellcom entered an agreements to a share purchase transaction (1)  Total transaction value is NIS1.17 billion representing NIS 1.0 billion EV of Golan Telecom  The transaction represents a multiple of 5.0x FY2015 Golan (2) Telecom Adj. EBITDA  Cellcom is cur

  6. Slide 6: Highly Complementary Combination

    Highly Complementary Combination Cellcom Golan (1) Subscribers (m) 2.8 0.9 Mobile Sub. (1) Market Share 28% 9% national roaming using Networks 2G, 3G & 4G Cellcom's network A highly complementary combination, with strong synergies (1) As of September 2015 (2) Adjusted EBITDA before national roaming

  7. Slide 7: Telecom Transactions

    Telecom Transactions EBITDA Multiple 13.8 10.3 9.7 8.2 7.8 7.8 7.8 6.5 6.5 5.0 Glental Ziggo Holdings Dodo Australia Telecom New Sky Wave Intechnology Enventis Telefonica Hispasat Golan Telecom Zealand Mobile Managed Corporation Services Average Multiple x8.7 Source: public figures 2013-2015

  8. Slide 8: Golan EV Range

    Golan EV Range (1) NIS billion Low High 1.4 EV by M&A Multiple 2.8 2.0 EV by DCF 2.25 1.0 1.95 (2) Golan EV Average EV (1) Based on external valuation (2) Net of NIS 0.16 billion working capital adjustments and tax shield

  9. Slide 9: Value Creation

    Value Creation NIS billion +1.95 -0.65 -1.17 +0.40 6.80 +0.16 +0.20 5.91 (1) Cellcom EV Golan EV Golan Transaction Working Equity Sellers' Consolidated Tel Aviv SE sharing Cost Capital and offering Convertible Calculated EV 03/11/2015 agreement Tax shield Note Cancellation adjustments (1) Cancellati

  10. Slide 10: Soft Synergies

    Soft Synergies Fixed line • Access to new households – an opportunity to increase fix line services cross- penetration (using wholesale selling market) New offering of (1) • Cell phones, value added services, mobile services repairs and extended warranty Cost synergies • unify overlapping activities

  11. Slide 11: Contact us

    Contact us Shlomi Fruhling Chief Financial Officer Elad Levy Investor Relations Manager E-mail: investors@Cellcom.co.il Tel : + 972 52 9989735 Fax: + 972 52 9989700 11

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