Proposed cross-border merger to create equity currency for value-enhancing growth NOT TO BE FORWARDED TO ANY PERSON OR ADDRESS IN THE UNITED STATES OF AMERICA 1
DISCLAIMER NOT AN OFFER TO SELL OR SOLICITATION OF AN OFFER Non-IFRS or any other generally accepted accounting standards. We present Non-IFRS TO PURCHASE SECURITIES measures because we believe that they are of interest for the investors and similar This presentation does not constitute or form part of, and should not be construed as, an measures are widely used by certain investors, securities analysts and other interested offer or invitation to sell securities of Altice S.A. and Altice N.V. or any of its affiliates parties as supplemental measures of performance and liquidity. The Non-IFRS measures (collectively the “Altice Group”) or the solicitation of an offer to subscribe for or purchase may not be comparable to similarly titled measures of other companies, have limitations securities of the Altice Group, and nothing contained herein shall form the basis of or be as analytical tools and should not be considered in isolation or as a substitute for analysis of our, or any of our subsidiaries’, operating results as reported under IFRS or other relied on in connection with any contract or commitment whatsoever. Any decision with respect to any securities of the Altice Group should be made solely on the basis of the generally accepted accounting standards. Non-IFRS measures such as EBITDA are not measurements of our, or any of our subsidiaries’, performance or liquidity under IFRS or information to be contained in the information memorandum relating to the proposed cross-border merger and any other information made publicly available by Altice S.A. any other generally accepted accounting principles. In particular, you should not consider Prospective investors are required to make their own independent investigations and EBITDA as an alternative to (a) operating profit or profit for the period (as determined in accordance with IFRS) as a measure of our, or any of our operating entities’, operating appraisals of the business and financial condition of the Altice Group and the nature of the securities before taking any investment decision with respect to securities of the Altice performance, (b) cash flows from operating, investing and financing activities as a measure of our, or any of our subsidiaries’, ability to meet its cash needs or (c) any other Group. The information memorandum may contain information different from the information contained herein. measures of performance under IFRS or other generally accepted accounting standards. In addition, these measures may also be defined and calculated differently than the FORWARD-LOOKING STATEMENTS corresponding or similar terms under the terms governing our existing debt. Certain statements in this presentation constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking EBITDA and similar measures are used by different companies for differing purposes and statements include, but are not limited to, all statements other than statements of are often calculated in ways that reflect the circumstances of those companies. You historical facts contained in this presentation, including, without limitation, those regarding should exercise caution in comparing EBITDA as reported by us to EBITDA of other companies. EBITDA as presented herein differs from the definition of “Consolidated our intentions, beliefs or current expectations concerning, among other things: our future Combined EBITDA” for purposes of any the indebtedness of the Altice Group. The financial conditions and performance, results of operations and liquidity; our strategy, plans, objectives, prospects, growth, goals and targets; and future developments in the information presented as EBITDA is unaudited. In addition, the presentation of these markets in which we participate or are seeking to participate. These forward-looking measures is not intended to and does not comply with the reporting requirements of the U.S. Securities and Exchange Commission (the “SEC”) and will not be subject to review statements can be identified by the use of forward-looking terminology, including the terms “believe”, “could”, “estimate”, “expect”, “forecast”, “intend”, “may”, “plan”, “project” or by the SEC; compliance with its requirements would require us to make changes to the “will” or, in each case, their negative, or other variations or comparable terminology. presentation of this information. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to RESTRICTIONS have a reasonable basis, but there can be no assurance that the expectation or belief will This document may not be forwarded to any person or address in the U.S. Failure to result or be achieved or accomplished. To the extent that statements in this press release comply with this directive may result in a violation of the Securities Act of 1933 as amended (the "Securities Act ”) . are not recitations of historical fact, such statements constitute forward-looking statements, which, by definition, involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. This document is not intended to constitute an offer or sale to persons in the U.S. within the meaning of the Securities Act. The shares referred to in this document FINANCIAL MEASURES have not been, and are not presently intended to be, registered under the Securities This presentation contains measures and ratios (the “Non - IFRS Measures”), including Act. EBITDA and Operating Free Cash Flow that are not required by, or presented in accordance with, IFRS or any other generally accepted accounting standards. We present 2
ANNOUNCEMENT OF PROPOSED CROSS-BORDER MERGER AND SHARE SPLIT Proposed cross-border merger to create equity currency for value-enhancing growth − Implementation via a cross-border merger of newly created Altice N.V. with Altice S.A. Merger consideration represents Altice’s current Enterprise Value of € 61.9bn 1 and Equity Value of € 32.5bn 2 − 557% increase since the IPO of Altice S.A. 3 Implementation of share split and dual-class share structure All shareholders to receive equal distribution of high-voting and low-voting shares Currency to capitalise on value-creating opportunities in Europe and the U.S. 1 Based on market capitalization of € 32.5bn calculated based on share price of € 131.15 as of June 25, 2015 multiplied by current basic number of shares of 248.0m, net debt as of Q1 2015 of € 24.5bn and minorities of € 4.9bn calculated based on Altice’s stake of 78.2% in Numericable-SFR and share price of € 51.02 as of June 25, 2015 multiplied by basic number of shares of 438.2m (pro-forma for share buyback following Vivendi stake buy-out) 2 Calculated based on share price of € 131.15 as of June 25, 2015 multiplied by current basic number of shares of 248.0m 3 Based on implied IPO equity value of € 5.8bn calculated using IPO offer share price of €28.25 and basic number of shares of 206.6m at IPO (as per “Number of Ordinary Shares in issue following Admission”) 3
SHARE SPLIT STRUCTURE Pursuant to the merger, each shareholder of Altice S.A. will receive: − 3 common shares A with 1 voting right each; and − 1 common share B with 25 voting rights, in exchange for each issued and outstanding share in the capital of Altice S.A. − Both classes to have equal economic rights and to be listed on Euronext Amsterdam Effect of concentrating 75%+ of liquidity in common shares A − Effective acquisition currency All existing Altice S.A. shareholders offered equal consideration − Following the listing, shareholders in Altice N.V. will be permitted to convert their common shares A into common shares B at a 1:1 ratio 4
MERGER PROCESS Boards of Altice N.V. and Altice S.A. have approved merger process Requires 2/3 rd approval of share capital 1 EGM to be convened during first week of July EGM and merger implementation in the first two weeks of August Shareholders holding c. 64.6% of shares in Altice S.A. fully supportive of the transaction Altice N.V. shares to start trading on Euronext Amsterdam shortly after the merger becoming effective 1 2/3 of the votes cast at the EGM, provided that a quorum of at least 50% of share capital is represented 5
OBJECTIVES Creation of a powerful equity acquisition currency Maintenance of majority voting control for founding management team Optimising liquidity in common shares A Opportunity to assess larger synergistic opportunities in Europe and the U.S. 6
Recommend
More recommend
