Bouygues Sa · EURONEXT:EN
Bouygues Sa — Merger or Acquisition (March 2014)
14 slides from Bouygues Sa's merger presentation, Mar 6, 2014
Slide 1: Bouygues Telecom-SFR merger: an industrial project creating a major French digital communications group
Bouygues Telecom-SFR merger: an industrial project that would create a major French digital communications group 6 March 2014 BUILDING THE FUTURE IS OUR GREATEST ADVENTURE 1
Slide 2: Forward-looking statements disclaimer
This presentation contains forward-looking information and statements about the Bouygues group and its businesses. Forward-looking statements may be identified by the use of words such as “will”, “expects”, “anticipates”, “future”, “intends”, “plans”, “believes”, “estimates” and similar statements.
Slide 3: Planned Bouygues Telecom-SFR merger
Planned Bouygues Telecom-SFR merger Industrial project The Bouygues group (which owns 91% of Bouygues Telecom) has approached the Vivendi group (which owns 100% of SFR) with a proposal to merge Bouygues Telecom and SFR An ambitious industrial project in a reconfigured market, promoting investmen
Slide 4: The best proposal for the French telecoms market
The best proposal for the French telecoms market 1 ■ A major player to meet the needs of the most demanding French consumers An ambitious ■ A leader in the French digital roll-out industrial project ■ A new benchmark player for B2B services 2 A response to the ■ Capacity to invest, innovate and impr
Slide 5: Creating a major player in both France and Europe
Creating a major player in both France and Europe Sales of the top 10 operators in Europe (20131 published or estimated) (€bn) 60.1 57.1 53.1 No. 7 in Europe 41.1 2013 sales: €14.9bn 27.0 22.1 14.9 12.4 11.5 9.4 Deutsche Telefonica Vodafone Orange Telecom Italia British Combined Telenor Telia Sonera
Slide 6: An ambitious industrial project
An ambitious industrial project A new stage in the long-standing relations between Bouygues Telecom and SFR A merger capitalising on the mobile network sharing project in less densely-populated areas, on the joint investment agreement for fibre (2010) and on the cooperation in broadband (2008)
Slide 7: The deal with the best value creation potential
The deal with the best value creation potential 5 ■ €1.4bn of annual synergies at the run rate Value of synergies Split: around 80% opex/around 20% capex estimated at €10bn 80% of synergies to be achieved in 3 years ■ Cumulative implementation costs of €0.8bn over 5 years 6 An attractive deal fo
Slide 8: Overview of synergies estimated by the operational teams
Overview of synergies estimated by the operational teams 1 Breakdown of annual normative synergies Estimated value of synergies: €10bn¹ 2 €1.4bn €1.4bn of annual synergies at the run rate €0.3bn 3 More than 80% of synergies achieved in 3 years 4 Integration costs estimated at €0.8bn in total €1.1bn
Slide 9: Significant value creation for Vivendi and its shareholders
Significant value creation for Vivendi and its shareholders Bouygues’ offer in brief €10.5bn in cash 46% of the capital of the new SFR-Bouygues Telecom entity Valued at €14.5bn pre-synergies Total valuation of SFR at €19bn1 IPO of the new entity as soon as the merger is completed Opportunity for Viv
Slide 10: Ownership structure post-merger
Ownership structure post-merger Combined ownership structure 1 post -merger Bouygues Bouygues Free float family employees 21% 25% 54% Bouygues Vivendi JC Decaux 49% 46% 5% SFR Bouygues Telecom (1) Based on Bouygues group’s ownership structure at 31 December 2013 10
Slide 11: Significant value creation for Bouygues and its shareholders
Significant value creation for Bouygues and its shareholders 1 Long-established commitment to the telecoms sector, with a consistently proactive strategy 2 The deal would make Bouygues a market leader in all of its business areas 3 Value creation of more than €151 per share (1) Based on Bouygues’ sh
Slide 12: A sustainable financial structure
A sustainable financial structure Pro-forma target structure post merger, IPO and divestments Capital increase/divestments assumed to represent €3.0bn Bouygues group SFR-Bouygues Telecom Pro forma net debt1 €11.2bn Pro forma net debt €8.3bn Consolidated 2013 EBITDA €5.6bn 2013 EBITDA €3.6bn Implied
Slide 13: Conclusion
Conclusion The best proposal for the French telecoms market 1 An ambitious industrial project 2 A response to the challenges of the French mobile market 3 A development stimulating investment and jobs 4 Clear undertakings as regards competition The deal with the best value creation potential 5 Major
Slide 14: Building the future is our greatest adventure
BUILDING THE FUTURE IS OUR GREATEST ADVENTURE 14