Cellcom Israel Ltd. · TASE:CEL

Cellcom Israel — Merger or Acquisition (November 2015)

11 slides from Cellcom Israel's merger presentation, Nov 5, 2015

  1. Slide 1: Acquisition of Golan Telecom

    Israel Cellcoiit Acquisition of Golan Telecom November 2015. SWE GPO

  2. Slide 2: Forward-Looking Statements

    ced 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- look

  3. Slide 3: 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 wo

  4. Slide 4: Golan's financial information prepared by Golan

    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

  5. Slide 5: Golan Telecom Snapshot

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

  6. Slide 6: 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 Telecom Adj. EBITDA(2) * Cellcom is curr

  7. Slide 7: Highly Complementary Combination

    Highly Complementary Combination [GRAPHIC OMITTED] (1) As of September 2015 (2) Adjusted EBITDA before national roaming costs calculated annually based on the first 8 month of 2015 6

  8. Slide 8: Telecom Transactions EBITDA Multiple

    Telecom Transactions EBITDA Multiple [GRAPHIC OMITTED] Source: public figures 2013-2015

  9. Slide 9: Golan EV Range

    Golan EV Range(1) [GRAPHIC OMITTED] (1) Based on external valuation (2) Net of NIS 0.16 billion working capital adjustments and tax shield

  10. Slide 10: Value Creation

    Value Creation [GRAPHIC OMITTED] (1) Cancellation cost NPV of network sharing agreement with Golan for a period of 10 years (WACC 9%). In case the transaction is not approved by the regulators until the lapse of 12 months after signing, Golan will pay the Company the difference for national roaming

  11. Slide 11: Soft Synergies and Contact Us

    Soft Synergies [GRAPHIC OMITTED] (1) Golan doesn't sell cell phones 10 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 Signatures Pursuant to the requirements of the Securities Exc

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