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Vivendi — Vivendi Universal — Merger or Acquisition (December 2005)
12 slides from Vivendi's merger presentation, Dec 16, 2005
Slide 1: Vivendi Universal, TF1 and M6: Proposed Pay-TV Combination
Vivendi Universal, TF1 and M6: Proposed Pay-TV Combination Complementary information IMPORTANT NOTICE: INVESTORS ARE STRONGLY URGED TO READ THE IMPORTANT LEGAL DISCLAIMER AT THE END OF THIS PRESENTATION
Slide 2: CANAL+ Group and TPS are combining their know-how
CANAL+ Group and TPS are combining their know-how to provide consumers with a diversified, qualitative and competitive pay-television service in France Uniting CANAL+ Group's and TPS's pay-television activities is the outcome of an industry rationale which is being accelerated due to the massive inf
Slide 3: Pay-television in France
Pay-television in France The presence of two platforms, an exceptional situation in Europe, has led today to: A confusing and fragmented offer for the consumer An under-penetrated market (France: 37%, UK: 43%, US: ~85%) Inflated content and promotion costs Under valued assets The rapid evolution of
Slide 4: CANAL+ Group / TPS
CANAL+ Group / TPS Subscriptions to CANAL+ *: 5.0m Subscriptions to CANALSAT *: 3.1m Total subscriptions*: 8.1m 2004 subscriptions*: 1.7m 2004 French Pay-TV revenues**: €2.7bn 2004 revenues: €572m French, Italian, Spanish soccer leagues English Premier League soccer Movies from French and US studios
Slide 5: Current ownership structure
Current ownership structure CANAL+ Group TPS 100% 34% 66% 66% 34%
Slide 6: Proposed transactions structures
Proposed transactions structures Potential ownership structures: 66% 34% 85% 9,9% 5,1% 15% Without any change to Lagardere's position With a change to Lagardere's position 100% 100% 9.9% 5.,1% At least 51% Up to 34% (1) (1) Perimeter: French Pay-TV (66% CANALSAT, TPS, CANAL+, Multithematiques, Media
Slide 7: Proposed transactions structures: Step 1 and Step 2
Step 1: Signing and initial acts, beginning early 2006 VU pays €150m for 18% of TPS After reimbursement of TPS debt by way of a capital increase by TF1 and M6, this stake will be reduced to 15% of TPS TF1 and M6 undertake to bring TPS to VU (Step 2) Step 2: Closing of transaction following approval
Slide 8: TF1 and M6 put option to VU
TF1 and M6 put option to VU Exercisable on the 3rd anniversary of the closing date Price based on fair market value Floor value set at €1,130m, on the basis of the French Pay-TV perimeter, corresponding to €7.5bn at 100% This option will be accounted for as debt in VU's IFRS accounts In case the pro
Slide 9: Implications of proposed transactions for Lagardere
Implications of proposed transactions for Lagardere The terms of the agreement provide for Lagardere, already a CANAL+ Group partner through CANALSAT, to have an option to become a shareholder in the entity combining the Pay-TV businesses of CANAL+ Group and TPS in France ("New French Pay-TV entity"
Slide 10: Other agreements
Other agreements Shareholder agreement: Preemption right to VU on the 15% stake jointly owned by TF1 and M6 Tag-along and drag-along rights 3-year non-compete clause: Covers TPS current activities Distribution of TF1 and M6 on CANAL+ Group and TPS platforms Distribution agreement of TF1 Group's and
Slide 11: Timing elements - Closing of the agreement
Timing elements - Closing of the agreement Consultation with the representative labor relation bodies Signing of proposed agreements and implementation of the 1st step: end 2005 / January 2006 Notification of the transaction to French anti-trust authorities Notification of change in ownership to the
Slide 12: Important Legal Disclaimer
Important Legal Disclaimer This presentation contains 'forward-looking statements' as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are not guarantees of future performance. Actual results may differ materially from the forward-looking
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