Ooh Media Ltd · ASX:OML
Ooh Media — Merger or Acquisition (October 2016)
31 slides from Ooh Media's merger presentation, Oct 11, 2016
Slide 1: Acquisition of Executive Channel Network & Capital Raising
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES For personal use only oOh!media ACQUISITION OF EXECUTIVE CHANNEL NETWORK & CAPITAL RAISING OCTOBER 2016
Slide 2: Important Notice and Disclaimer
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES IMPORTANT NOTICE AND DISCLAIMER For personal use only Important notice This document has been prepared by oOh!media Limited (ABN 69 602 195 380) (OML). Summary information This document contains summary information about OML and its activities cur
Slide 3: Important Notice and Disclaimer
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES IMPORTANT NOTICE AND DISCLAIMER For personal use only Financial information All dollar values are in Australian dollars (“$”or “A$”) unless stated otherwise. Investors should be aware that financial data in this document include "non-IFRS financia
Slide 4: Important Notice and Disclaimer
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES IMPORTANT NOTICE AND DISCLAIMER For personal use only Not an offer This document does not constitute an offer, invitation or recommendation to subscribe for or purchase any security and neither this document nor anything contained in it shall form
Slide 5: Executive Summary: Acquisition of Executive Channel Network
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES EXECUTIVE SUMMARY For personal use only oOh! has entered into a binding agreement to acquire 100% of Executive Channel Network (ECN) (1) a leading digital Out Of Home operator in the CBD office and Acquisition of car park environments, for $68.5
Slide 6: Executive Summary
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES EXECUTIVE SUMMARY For personal use only Consolidates no. 1 position in CBD office and adds significant scale to oOh!’s CBD offering Highly Expands oOh!’s exposure to premium CBD office audience to a network of over complementary to oOh!’s 3,50
Slide 7: Executive Summary: Funding and Trading Update
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES EXECUTIVE SUMMARY For personal use only Acquisition consideration and transaction and integration costs will be funded by a combination of debt and equity including: – $60.0 million raised via a fully underwritten institutional placement (‘Place
Slide 8: Acquisition of ECN: Transaction Highlights
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES ACQUISITION OF ECN: TRANSACTION HIGHLIGHTS For personal use only CONSOLIDATES LONG TERM COMBINED(1) 630+ COMBINED(1) COMBINED(1) #1 POSITION IN DIVERSIFIED BUILDINGS 3,500+ PREMIUM CBD OUT OF LEASE UNDER DISPLAYS BUSINESS HOME PORTFOLIO MANAGEMENT
Slide 9: Section One: Overview of ECN
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES For personal use only SECTION ONE: OVERVIEW OF ECN
Slide 10: ECN Overview
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES ECN OVERVIEW For personal use only Digital Out Of Home operator in premium office environments in CBD across Australia A leader in diverse CBD environments including: – Offices (including experiential) – Office car parks Premium captive audi
Slide 11: Office
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OFFICE For personal use only Digital displays in lobbies and lifts across network of over 280 CBD office towers Targets business executives Australia-wide who are high-income earning, highly-educated groups and within the 25-49 age bracket (th
Slide 12: Office Car Parks
NOT NOTFOR DISTRIBUTION FOR OR RELEASE DISTRIBUTION IN THE UNITED OR RELEASE STATES IN THE UNITED STATES DRAFT OFFICE CAR PARKS For personal use only Network of displays throughout CBD office tower car parks Reaches premium, affluent audience of business decision makers as they arrive and leave
Slide 13: Experiential
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES EXPERIENTIAL For personal use only Targeted experiential business that runs events, product demonstrations and offers high impact solutions in the office environment High impact solutions e.g. The Cube located in Sydney provides clients with a
Slide 14: Established Operational Portfolio
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES ESTABLISHED OPERATIONAL PORTFOLIO For personal use only OVER 110 BUILDING STRONG END-TO-END OWNER MATURITY DIGITAL RELATION- PROFILE STRATEGY SHIPS • Portfolio of • Long term lease • 800+ digital premium portfolio displays business audience • >45%
Slide 15: Section Two: Overview of Acquisition
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES For personal use only SECTION TWO: OVERVIEW OF ACQUISITION
Slide 16: Compelling Strategic Rationale
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES COMPELLING STRATEGIC RATIONALE For personal use only CBD office digital displays represent a premium offering to advertisers given the: Expands oOh!’s exposure to – longer dwell times attractive and rapidly growing – frequent and consistent expo
Slide 17: Financial Impact
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES FINANCIAL IMPACT For personal use only Significant opportunity for synergies ECN is forecast to contribute over $8 million EBITDA to Forecast cost synergies oOh! in CY2017 including approximately $3.2 million of Staff – Review organisation struc
Slide 18: Section Three: Equity Raising
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES For personal use only SECTION THREE: EQUITY RAISING
Slide 19: Overview of Funding
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OVERVIEW OF FUNDING For personal use only Consideration of $68.5 million (plus $2.6 million of Sources and uses ($m) transaction costs and $3.5 million of integration costs) Sources Uses to be funded via: Fully $60.0m ECN $68.5m – $60.0 million
Slide 20: Institutional Placement
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES INSTITUTIONAL PLACEMENT For personal use only Offer size Fully underwritten institutional placement of approximately 12.6 million shares (‘New Shares’) to raise $60.0 million Offer price Offer price of $4.75 per New Share represents: – 2.9% di
Slide 21: Indicative Timetable
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES INDICATIVE TIMETABLE For personal use only Monday, 10 October 2016 Record date for SPP (7.00pm Sydney time) Tuesday, 11 October 2016 Trading halt (before market open) Bookbuild conducted for the Placement Wednesday, 12 October 2016 Announc
Slide 22: Appendix A: Key Risks
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES For personal use only APPENDIX A: KEY RISKS
Slide 23: Key Business Risks
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES KEY BUSINESS RISKS For personal use only RISK EXPLANATION Advertising The performance of oOh! will continue to be influenced by the overall condition of the advertising market in Australia and New Zealand. These markets advertising markets are i
Slide 24: Key Business Risks
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES KEY BUSINESS RISKS For personal use only RISK EXPLANATION Changes in Technology plays an increasingly important role in the delivery of media content to customers in a cost-effective manner. oOh!’s ability to compete technology and to generate d
Slide 25: Key Business Risks
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES KEY BUSINESS RISKS For personal use only RISK EXPLANATION Seasonality of oOh!’s revenue cycles have historically demonstrated seasonality consistent with the advertising industry in general. Traditionally, peak revenue revenue periods have been
Slide 26: Key Transaction Risks
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES KEY TRANSACTION RISKS For personal use only RISK EXPLANATION Reliance on oOh! has undertaken a due diligence review in respect of the ECN acquisition. Despite taking reasonable efforts, oOh! may not have been able to information verify the accur
Slide 27: Key Transaction Risks
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES KEY TRANSACTION RISKS For personal use only RISK EXPLANATION Restrictions oOh! has various financial and non-financial covenants under its finance facilities which could limit its future financial flexibility. If oOh!’s operating imposed under i
Slide 28: Appendix B: Selling Restrictions
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES For personal use only APPENDIX B: SELLING RESTRICTIONS
Slide 29: Foreign Selling Restrictions
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES FOREIGN SELLING RESTRICTIONS For personal use only This document does not constitute an offer of new ordinary shares ("New Shares") of the Company in any jurisdiction in which it would be unlawful. In particular, this document may not be distribut
Slide 30: Foreign Selling Restrictions
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES FOREIGN SELLING RESTRICTIONS For personal use only Norway This document has not been approved by, or registered with, any Norwegian securities regulator under the Norwegian Securities Trading Act of 29 June 2007. Accordingly, this document shall n
Slide 31: oohmedia.com.au
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES For personal use only INDICATIVE DRAFT ONLY oohmedia.com.au