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Vivendi — Vivendi Universal — Merger or Acquisition (October 2003)
25 slides from Vivendi's merger presentation, Oct 8, 2003
Slide 1: NBC Universal Creates an exceptional media company
NBC Universal Creates an exceptional media company Creates value for Vivendi Universal shareholders
Slide 2: Legal Disclaimer
Legal Disclaimer Important 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 forwa
Slide 3: Jean-Rene Fourtou, Chairman and Chief Executive Officer
Jean-Rene FOURTOU Chairman and Chief Executive Officer
Slide 4: Creates value for Vivendi Universal Shareholders
Creates value for Vivendi Universal Shareholders Creates an exceptional media company Unique opportunity to merge complementary assets Upside from synergies Strengthen VUE's assets to achieve a critical size Risk reduced through revenue diversification Experienced management team with varied media e
Slide 5: Compelling Brands
Compelling Brands Compelling Brands One of the world's most profitable and fastest-growing media companies, offering consumers and advertisers broad reach, compelling brands and superior operational expertise. expertise. expertise. expertise. expertise. #1 Ranked NBC Television Network Universal Pic
Slide 6: NBC Universal 80% owned by GE, 20% held by VUE shareholders
NBC Universal 80% owned by GE, 20% held by VUE shareholders 2003 Pro forma Projections Revenues - $13B EBITDA - $3B Operating Margins ~ 20% Debt - $1.7B Targeted synergies $400 to $500M / year Broad balance of revenue sources including Advertising ~ 50% Subscriber Fees ~ 10% TV production , movies a
Slide 7: Benefits Of The Merger
Benefits Of The Merger Revenue Synergies of ~ $100 million Pre-eminent promotion engine Content drives new platforms Ad sales opportunity Combined TV production Cost savings of ~ $350 million Advertising and promotion Sourcing Program development Overlapping Structures Corporate Support Information
Slide 8: Vivendi Universal - 2004
Vivendi Universal - 2004 Revenue projected to exceed € 17 billion (excluding VUE) Net debt projected to be below € 5 billion at year end A profitable company: Generating cash-flow With resources available for external growth Able to distribute dividends A managed and profitable Media and Telecommuni
Slide 9: A Media & Telecommunications Company by end of 2004
A Media & Telecommunications Company by end of 2004 Media Canal+ Group Universal Music VUGames 20% NBC-Universal * & Telecom SFR-Cegetel Maroc Telecom * Including VUE minority shareholders
Slide 10: Jean-Bernard Levy, Chief Operating Officer
Jean-Bernard LEVY Chief Operating Officer
Slide 11: Valuation
Valuation NBC Universal estimated value of $43 billion VUE valued at $14 billion 13.4 X EBITDA of $1 billion + $600 million of unconsolidated assets VUE shareholders receive 20% of NBC Universal $1.7 billion reduction in debt $3.8 billion of cash UCI is retained by VUE shareholders
Slide 12: Next Steps
Next Steps Regulatory review Anti Trust Review US European Commission and Other FCC review Opportunities to hold discussions with InterActive Corporation Potential for incremental benefits to all parties through a restructuring of IACI's investments in VUE NBC Universal deal expected to close in the
Slide 13: Financial Impact on Vivendi Universal
Financial Impact on Vivendi Universal VUE shareholders will retain 20% of NBC Universal VUE shareholders are expected to receive their share of $3.8 billion in cash of which Vivendi Universal, as 86% owner of VUE, is expected to receive approximately $3.3 billion Vivendi Universal will benefit from
Slide 14: Flexible, Guaranteed Exit at Fair Market Value
Flexible, Guaranteed Exit at Fair Market Value Exit windows selected by Vivendi Universal $3 billion guaranteed in 2006 $4 billion each year starting in 2007 GE selects IPO or Pre-emption Pre-emption fair market value Post IPO liquidity through market GE can call VU's stake five years after closing
Slide 15: Long term partnership with NBC Universal
Long term partnership with NBC Universal Commercial agreements between Vivendi Universal and NBC Universal Universal Music Group Vivendi Universal Games Vivendi Universal will have three seats out of fifteen on NBC Universal's Board of Directors Vivendi Universal, General Electric and NBC Universal
Slide 16: NBC Universal Creates an exceptional media company
NBC Universal Creates an exceptional media company Creates value for Vivendi Universal shareholders
Slide 17: Appendix
Appendix VIVENDI 7 UNIVERSAL, October 8, 2003
Slide 18: Competitive Position
Competitive Position Source: MSDW Research and General Electric 2003E ($ Billion) $13B $16B $12B $18B $17B Profitable ... Diversified ... Growing Cable Ad Sales Cable Fees Broadcast Film & TV Total Sales $13B $27B $42B $17B $27B Op. Profit % 20% 19% 14% 12% 11%
Slide 19: Pro-forma Projected Financials
Pro-forma Projected Financials Network & Stations $5.8 $0 $5.8 Motion Picture $0 $4.0 $4.0 TV Production & Synd. $0.3 $0.8 $1.1 Cable Networks $0.6 $1.2 $1.8 Parks & Resorts $0 $0.4 $0.4 TOTAL REVENUE ~$6.7 ~$6.4 ~$13.1 Source - GE's NBC Universal slide presentation 10/03 ~ $13 Complimentary and Div
Slide 20: Networks and Stations
#1 Broadcast Network with Highest Quality Audience #2 US Hispanic Network 29 Owned & Operated Stations and 200+ Affiliates #1 News Organization Key Sports Brands Synergy Opportunities: Cross-Platform Promotion Optimize TV Production and Distribution Multi-cast Programming Promote Parks With Strong S
Slide 21: Motion Pictures
Successful Box Office Record Five $100MM+ Titles in '03 Robust Talent Pipeline Valuable Library of ~5,000 Titles Excellent Management Team with Strong Track Record and Operating Discipline Synergy Opportunities: Cross-platform Marketing & Promotion Content for Emerging Distribution Pipes (VOD, Digit
Slide 22: Motion Pictures: Library and Steady Cash Flows
Library Provides Steady Cash- Flows... Universal Owns 3rd Largest Multiple Revenue Streams... Box Office < 25% of Total Strong Operating Disciplines ....Manageable # of Releases ....Rigorous "Green Light" Process ....Tightly Controlled Costs (Adv.) ....Risk Sharing Strategies Strong Track Record Und
Slide 23: TV Production and Syndication
~50% of NBC Prime-Time Schedule Extensive Television Library of 32,000 Episodes Investing in 1st Run Syndication Synergy Opportunities Infrastructure Effective Development... Pilots & Scripts Across Multiple Platforms Vertical Integration '01 '03E $1.0 ~$1.1 TV Production and Syndication Source - GE
Slide 24: Cable Networks
Broad Reach Popular Brands & Content Hi-Definition Content Synergy Opportunities Infrastructure Cross-Channel Programming Cross-Platform Promotion Opportunity Attractive Package of Program Offerings...VOD, Olympics Cable Networks '01 '03E $1.8 ~$2.1 * * * * * * Source - GE's NBC Universal slide pres
Slide 25: Vivendi Universal, October 8, 2003
VIVENDI 2 UNIVERSAL, October 8, 2003
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