Enel Spa · MIL:ENEL
Enel Spa — Merger or Acquisition (October 2000)
30 slides from Enel Spa's merger presentation, Oct 11, 2000
Slide 1: October, 11th 2000
October, 11th 2000
Slide 2: Delivering the Strategy
Delivering the Strategy Mr. Franco Tatò
Slide 3: Delivering the Strategy
2 Delivering the Strategy Sharing the Value Realising the Strategy: of WIND with a New Italian Telecoms Leader Enel’s Shareholders A Milestone in Strategy Deployment of Financial Resources to Enhance the Value of Enel
Slide 4: Delivering the Strategy
3 Delivering the Strategy Sharing the Value Realising the Strategy: of WIND with a New Italian Telecoms Leader Enel’s Shareholders A Milestone in Strategy Deployment of Financial Resources to Enhance the Value of Enel
Slide 5: A New Italian Telecoms Leader
4 Delivering the Strategy A New Italian Telecoms Leader Current Intermediate 56.7% 43.3% 73.3% 26.7% “New WIND” + 100%
Slide 6: A New Italian Telecoms Leader
5 Delivering the Strategy A New Italian Telecoms Leader Future: 1H 2001 51 to 46% 24% “New WIND” + 25 to 30% Market
Slide 7: The New WIND: A Compelling Combination
6 Delivering the Strategy The New WIND: A Compelling Combination Leading Player in Voice and Data Markets Now Combined Customer Base of 12.5 mn lines Genuine Challenger to the Incumbent
Slide 8: The New WIND: Spectacular Growth
7 Delivering the Strategy The New WIND: Spectacular Growth (€ mn) (Lines ‘000) 5.000 20,000 18,500 4.300 4.000 15,000 14,000 3.000 10,350 2.550 10,000 2.000 1.040 5,000 1.000 0 0 1H 2000 2000 2001 Revenues Lines
Slide 9: Delivering the Strategy
8 Delivering the Strategy Sharing the Value Realising the Strategy: of WIND with a New Italian Telecoms Leader Enel’s Shareholders A Milestone in Strategy Deployment of Financial Resources to Enhance the Value of Enel
Slide 10: Realisation of Value in WIND Will Finance Significant Portion of Transaction
9 Delivering the Strategy Realisation of Value in WIND Will Finance Significant Portion of Transaction Agreement Merger of WIND with and Infostrada Vodafone 2Q 2001 IPO of New October February 1Q WIND 2000 2001 2001 (including Enel’s secondary offering) Completion of Acquisition of Infostrada
Slide 11: Delivering the Strategy
10 Delivering the Strategy Sharing the Value Realising the Strategy: of WIND with a New Italian Telecoms Leader Enel’s Shareholders A Milestone in Strategy Deployment of Financial Resources to Enhance the Value of Enel
Slide 12: Becoming a Full Multi-utility Provider
11 Delivering the Strategy Becoming a Full Multi-utility Provider 2004 Forecast at time of Enel’s IPO 2004 New Forecast 25% 46% Revenues 54% 75% 27% EBITDA 49% 51% 73% Electricity Diversified WIND and Infostrada fully consolidated in 2001 and 2004
Slide 13: Finalising the Deal
Finalising the Deal Mr. Fulvio Conti
Slide 14: WIND Shareholder Structure
13 Finalising the Deal WIND Shareholder Structure Initial Current 51.0% 56.7% 43.3% 49.0% DT/FT GmbH 50.0% 50.0% Shareholders’ Agreement
Slide 15: A Milestone Transaction
14 Finalising the Deal A Milestone Transaction The Acquisition of Infostrada The Combination of WIND and Infostrada 100% BidCo 100% 73.3% 56.7% “New WIND” 43.3% 26.7% France Telecom S.A. Belgium 100% Shareholders’ Agreement
Slide 16: Transaction Details
15 Finalising the Deal Transaction Details • Equity valuation of €11bn(1) • Assumption of up to €1.4bn of debt • €3bn of price indexed to a selected basket of telecom stocks and market indices • Consideration: 50% Cash, 50% Bonds • Bonds issued by BidCo and fully guaranteed by Enel, in two tranches:
Slide 17: New WIND: Creation of a Leader
New WIND: Creation of a Leader Mr. Tommaso Pompei
Slide 18: New Wind: Creation of a Leader
17 New Wind: Creation of a Leader Fixed Telephony New WIND will create a Mobile Telephony strong contender in the convergent telecoms data and multimedia industry in Data Italy Internet (Fixed and Mobile) and Multimedia
Slide 19: WIND: Italy's Fastest Growing Telecoms Company
18 WIND: Italy’s Fastest Growing Telecoms Company WIND has achieved 6.4 mn lines the fastest start-up in Europe in terms of 70% population coverage customer aquisitions in the first 12 months of activity ‘000 lines 0 500 1,000 1,500 2,000 From Start-up 1.5 mn lines to Leader in Less than Two Years N
Slide 20: WIND: Well Ahead of Target
19 WIND: Well Ahead of Target (Lines mn) 6.0 6.4 Mobile Market Share: 0.5 1.0 Internet 36% of Net Adds 10% of Total Market 3.0 Mobile 4 leader in Net Adds Fixed Market Share: 2.0 Fixed 1.9 35% of Net Adds Year-end 2000 Target September 2000 23% of Addressable Market Planning to cable Early Entrant i
Slide 21: Infostrada: Europe's Most Successful Fixed Alternative Operator
20 Infostrada: Europe’s Most Successful Fixed Alternative Operator Fixed Lines Customers (mn) 3.5 (mn) 6.0 3.0 5.0 2.5 2.7 4.0 2.0 1.4 3.0 1.5 2.0 1.0 3.1 2.5 5.0 1.0 0.9 0 0.0 0.1 0 3 6 9 12 15 18 21 '98 '99 June (Months Since Launch) 2000 Fixed Internet Cegetel Retevision Arcor
Slide 22: IOL: Italy's Leading Portal
21 IOL: Italy’s Leading Portal Monthly page views (mn) 200 175 150 125 100 75 50 25 0 Virgilio Yahoo Kataweb Tiscali MSN Altavista Tin.it Italia Source: one to one Research July 2000
Slide 23: The New WIND: A Compelling Combination
22 New Wind: Creation of a Leader The New WIND: A Compelling Combination A leading player in the Italian fixed telephony market with a combined customer base of 5 mn customers 25% market share of fixed business customers Sole Italian convergent operator: 30% of mobile subscribers are convergent The
Slide 24: The New WIND: Achieving Critical Mass
23 New Wind: Creation of a Leader The New WIND: Achieving Critical Mass Lines: 6.4mn Lines: 6.1mn Fixed 1.9mn Fixed 3.2mn Mobile 4.0mn Mobile - Internet access 0.5mn Internet 2.9mn Page views 20mn Page views 200mn 1H ‘00 Revenues: €589mn 1H ‘00 Revenues: €451mn Wind figures as of September, 2000 Inf
Slide 25: The New WIND: Building on a Robust Infrastructure
24 New Wind: Creation of a Leader The New WIND: Building on a Robust Infrastructure Transport Network Fibre Optic (Km) 12,000 5,531 Local points of 182 447 interconnection Access Network YE 2000 Number of MANs 13 20 9 Fibre Optic (Km) 400 1,200 Km 539 Mobile Network Pop’n Coverage 70% - A Valuable C
Slide 26: The New WIND: Co-leading ISP in Italy, Fourth Largest in Europe
25 New Wind: Creation of a Leader The New WIND: Co-leading ISP in Italy, Fourth Largest in Europe (‘000 Users) 7,000 6,000 5,000 4,000 3,000 2,000 1,000 0 World T-Online AOL Tin.it Jumpy Dada Kataweb Online+ Europe + Tiscali Estimated Registered Users as of September 2000
Slide 27: The New WIND: Multiple Synergies
26 New Wind: Creation of a Leader The New WIND: Multiple Synergies Total: (€ mn) 2,250 to 2,550 3,000 2,500 2,000 1,400 to 1,700 1,500 1,000 320 500 530 0 Cost Investment Revenue Synergies(1) Synergies Synergies Potential Net Present Value of Synergies up to €2,600 mn over Five Years (1) Cost synerg
Slide 28: Rationale for the Acquisition: Service Integration in Mobile
27 New Wind: Creation of a Leader Rationale for the Acquisition: Service Integration in Mobile Industry Trends Benefits • Decreasing voice revenues per • Cross-selling of mobile customer services to Infostrada fixed customer base Revenues • Launch of new data and Internet services • Deployment of In
Slide 29: Rationale for the Acquisition: Service Integration in Fixed Telephony
28 New Wind: Creation of a Leader Rationale for the Acquisition: Service Integration in Fixed Telephony Industry Trends Benefits • Increasing price pressure • Unique service offerings • Limited offering ability to • Ability to position on price due to Revenues differentiate service lower cost struct
Slide 30: Rationale for the Acquisition: Service Integration in Internet
29 New Wind: Creation of a Leader Rationale for the Acquisition: Service Integration in Internet Industry Trends Benefits • New revenue models (e-commerce • Acquisition of a leading position advertising) requiring large in ISP and portal markets customer base • Ability to deliver Infostrada • Increa