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Lagardere Sa — Merger or Acquisition (February 2006)

11 slides from Lagardere Sa's merger presentation, Feb 17, 2006

  1. Slide 1: Lagardère / Vivendi Universal Draft Agreement on Canal+ France

    Lagardère / Vivendi Universal Draft Agreement on Canal+ France - February 17, 2006 -

  2. Slide 2: Acquisition of a 20% stake in Canal+ France

    Lagardère / Vivendi Universal Draft Agreement 2 Acquisition of a 20% stake in Canal+ France Pre-deal + a 14% call option 100% 9.9% 5.1% 85% 15% 20% + 14% call option 65% 9.9% 5.1% 100% Pay TV in France (1) 34% 66% (2) (1) Scope: Pay TV in France (66% CANALSAT, TPS, CANAL+, multiThématiques, MediaOve

  3. Slide 3: The deal: what Lagardère will hand over

    The deal 3 Æ Lagardère will hand over: „ Its 34% stake in CanalSat „ €525m in cash

  4. Slide 4: The deal: what Lagardère will receive in return

    The deal 4 Æ Lagardère will receive in return: „ 20% of CANAL+ France (100% CanalSat, TPS, Canal+, multiThématiques, MediaOverseas, Canal+ Distribution) „ A cash adjustment of approximately €150m to the value of CanalSat’s equity „ A 3-year market value call option over a further 14% of CANAL+ with

  5. Slide 5: The deal: valuation and distribution contracts

    The deal 5 Æ Underlying valuation of CANAL+ France in line with the entry valuation of TF1 and M6 Æ Satisfactory outcome to renegotiation of distribution contracts for Lagardère’s themed channels on CanalSat

  6. Slide 6: Timetable

    Timetable 6 Æ Draft agreement subject to consultation with the CSA (French audiovisual regulator) and the employee representative bodies, and approval by antitrust authorities Æ Target for deal completion: 3rd quarter of 2006 Æ 20% stake in CANAL+ France to be equity-accounted after completion

  7. Slide 7: Benefits of the deal: enhanced presence in French Pay TV market

    Benefits of the deal 7 1. Enhanced presence in French Pay TV market „ Greater exposure to premium content „ Capitalize on value creation driven by the consolidation in the French Pay TV market initiated by the Canal+ / TPS merger „ Benefit from turnaround in Canal+ premium business successfully impl

  8. Slide 8: Benefits of the deal: more flexibility

    Benefits of the deal 8 2. More flexibility - Lagardère can now: 1. Raise its stake to 34% by exercising the call option 2. Keep its CANAL+ France holding at 20% 3. Acquire 100% if Vivendi Universal sells 4. Sell its stake

  9. Slide 9: Benefits of the deal: enhanced liquidity

    Benefits of the deal 9 3. Enhanced liquidity: 1. Shareholder in a larger business (CANAL+ France) with a stronger market presence 2. 8-year liquidity clause giving opportunity to exit at market price: ƒ by negotiating a sale to Vivendi Universal ƒ or via an IPO

  10. Slide 10: Lagardère's digital strategy

    Lagardère’s digital strategy 10 Æ Digital technology is driving a revolution in the media sector Æ What this means: „ Prospects for growth and for opening up new markets „ Fragmentation of consumer demand in terms of digital content and preferred distribution channel „ A fast changing competitive en

  11. Slide 11: Lagardère's digital strategy: our approach

    Lagardère’s digital strategy 11 Æ Our approach „ To keep our privileged partnership within the leading digital Pay TV platform in France „ Invest in the sector, to capitalize on the growth and value creation generated by digital technology „ Investment policy focused on flexibility and liquidity, to

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