Southern Cross Media Group Limited · ASX:SXL
Southern Cross Media — Merger or Acquisition (March 2011)
19 slides from Southern Cross Media's merger presentation, Mar 2, 2011
Slide 1: Recommended offer for Austereo Group
For personal use only Recommended offer for Austereo Group March 2011
Slide 2: Disclaimer
Disclaimer For personal use only Southern Cross Media Group Limited ABN 91 116 024 536 (“Company”) is listed on ASX (ticker code SXL) and has announced a takeover offer for all of the issued shares in Austereo Group Limited (“Offer”). This presentation has been prepared by the Company and its relate
Slide 3: Transaction Highlights
For personal use only Transaction Highlights A combined Southern Cross Media Group Limited (“SCM”) and Austereo Group Limited (“Austereo”) would have the following benefits 9 Will create one of Australia’s leading media companies 9 Potential broadcasting reach of over 95% of Australians 9 Diversity
Slide 4: A leading Australian media company
A leading Australian media company For personal use only Merged Group would be one of Australia’s leading media companies • Revenues of $696 million1 • EBITDA of $230 million1 • Combined reach of over 95% of Australians • Integrated radio and TV operations • Multi-platform content offering • Radio c
Slide 5: Potential broadcasting reach of over 95% of Australians
Potential broadcasting reach of over 95% of Australians For personal use only Darwin Darwin TV1 Cairns Atherton Townsville Regional Queensland TV1 Mount Isa Mackay Mt Isa TV1 Rockhampton Emerald Bundaberg Remote Central and Eastern Australia TV2 Maryborough Roma Kingaroy Nambour Toowoomba/ Warwick B
Slide 6: Integrated media offering
For personal use only Integrated media offering Television • 21 commercial television licences across 12 television Licence Areas Radio • Radio coverage of every metropolitan market and 39 regional markets across Australia Digital and online 6
Slide 7: Well positioned in digital and online
Well positioned in digital and online For personal use only Television • SCM has completed its transition to digital TV • SCM’s digital TV offering includes Eleven, One, 7Two and 7mate • Eleven early results have been encouraging Radio • Austereo owns the largest share of capital city DAB spectrum a
Slide 8: Complementary programming
For personal use only Complementary programming • Breadth of talent across breakfast, morning, afternoon and drive • Powerful breakfast shows • Fifi & Jules, Hamish & Andy and Kyle & Jackie O’s Hour of Power successfully launched on the Hit Music Network • Continued rating strength on the Gold Coast
Slide 9: Diversified product and geographic mix
Diversified product and geographic mix For personal use only Diversity of integrated media revenues – radio, television and online • Product mix provides stable and growing revenues • Radio provides greater stability and resilience through the cycle • Television benefiting from digital multi-channel
Slide 10: Material Synergies
For personal use only Material Synergies Annual synergies and operational improvements of $12 million - $15 million • The directors of SCM believe annual synergies and operational improvements of $12 million to $15 million should be realised in full by the Merged Group by FY2014 and each year therea
Slide 11: Material Synergies
For personal use only Material Synergies Revenue synergies Cost synergies • Successful selling programs • Removing duplication • Increased creative capability • Austereo listing costs • Broader customer base • Scale benefits re supplier services and procurement • Coordinating sales programs • Ration
Slide 12: Austereo Board and Major Shareholder Support
Austereo Board and Major Shareholder Support For personal use only • The directors of Austereo have announced that they: • Will unanimously recommend that Austereo Shareholders accept the Offer; and • Intend to accept the Offer in respect of the Austereo Shares to which they are beneficially entitle
Slide 13: Limited Conditionality
For personal use only Limited Conditionality • 50.1% minimum acceptance condition – would be met if Village Roadshow accepts the Offer in respect of its entire 52.52% shareholding • Necessary regulatory approvals – ACCC and ACMA • Limited other conditions 13
Slide 14: Transaction Funding
For personal use only Transaction Funding • Transaction is to be funded through: • Cash balances of SCM and other members of SCM Group which, as at 31 December 2010, were approximately $47 million • Syndicated debt facility of up to $755 million • Equity bridge facility of up to $540 million • SCM p
Slide 15: Proposed Timetable
For personal use only Proposed Timetable Announcement 31 January 2011 Date Date of Bidder’s 25 February 2011 Statement Date of Offer 28 February 2011 ACCC/ACMA Mid-March 2011 (ACCC has indicated 17 March 2011 as the Responses date of announcement of its findings) anticipated Offer closes 7.00pm (Mel
Slide 16: For further information, please contact
For personal use only For further information, please contact Rhys Holleran Chief Executive Officer Tel: +61 3 9922 2000 Steve Kelly Chief Financial Officer Tel: +61 3 9922 2000
Slide 17: SCM 2011 First Half Year Results
For personal use only SCM 2011 First Half Year Results • Revenue (reported) $218.7m 5.0% • Revenue (underlying) $224.4m 5.9% • EBITDA (underlying) $70.3m 10.9% • NPAT (underlying / reported) $33.6m 29.2% / 36.6% • EPS (underlying) 8.3 cps 69% • Net Debt to EBITDA (annualised) 1.8 : 1 10% • Interim d
Slide 18: Pro forma income statement
For personal use only Pro forma income statement LTM 31 Dec LTM 31 Dec LTM 31 Dec LTM 31 Dec 2010 Pro 2010 Pro 2010 Pro 2010 Pro LTM 31 forma Merged forma Merged forma Merged forma Merged LTM 31 LTM 31 Dec Group 100% Group 100% Group 50.1% Group 50.1% Dec 2010 Dec 2010 Maximum Maximum Maximum Maximu
Slide 19: Pro forma balance sheet
For personal use only Pro forma balance sheet • Leverage expected to decrease over the next 12-18 months 31 Dec 2010 Pro forma 31 Dec 2010 Pro forma 31 Dec 2010 Pro forma 31 Dec 2010 Pro forma Merged Group 100% Merged Group Merged Group 50.1% Merged Group Maximum Cash 100% Maximum Scrip Maximum Cash
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