september 5, 2016 acquisition of parship elite …...2016/09/05 · financial leverage at ye 2016...
TRANSCRIPT
| September 5, 2016 |
The power of television
September 5, 2016
Acquisition of PARSHIP ELITE GroupProSiebenSat.1 Media SE
| September 5, 2016 || September 5, 2016 |
Leading provider of online dating services in German-speaking market
Highlights
21) Interest on preferred capital of 6.5% p.a. to be paid by PARSHIP ELITE Group to ProSiebenSat.1 Media SE
Enterprise value of EUR 300m, cash investment by P7S1 of EUR 200m
Purchase price of EUR 100m and preferred capital of EUR 100m1
EV/EBITDA acquisition multiple of ~12x (2016E, pre synergies)
Oakley Capital and management stay invested (together 50% minus one share)
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Majority acquisition (50% plus one share) of PARSHIP ELITE Group✔
Closing is subject to merger control approval (expected in Q4 2016)✔
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Rationale
31) Core market Germany, 2012-2015, Source: P7S1 analysis, Singleboersenvergleich market study (reported revenues for PARSHIP and ELITEPARTNER, estimate for eDarling)
High-margin and asset-light consumer subscription business
Strong geographical footprint in German-speaking markets comparable to P7S1
German online match-making category with significant catch-up potential
Considerable TV advertising and non-TV synergies expected
Opportunity to increase rec. EBITDA margin to up to 30%, up from 21% (2016E)
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Attractive market with CAGR of >+10%1, high single-digit growth going forward✔
Notable cross-selling potential with lifestyle commerce assets✔
Upside
potential
through joint
data initiatives
and digital
ad sales
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Health &
Wellbeing
Fashion,
Beauty &
Accessories
Home &
Living
Online
Dating
Online
Travel
PARSHIP ELITE acquisition to constitute new subscription-based online match-making vertical in future Digital Ventures & Commerce segment
Lifestyle Commerce
Online Price
Comparison
Consumer Services
4
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Professional online match-making is a constantly growing category in the German online dating market
5Source: P7S1 Analysis, Singleboersenvergleich market study (reported revenues for PARSHIP and ELITEPARTNER, estimate for eDarling)
53 5868
79
42 4245
40
47 3835 25
12 2428 34
0
50
100
150
200
2012 2013 2014 2015
German online dating market
Online Matchmaking (e.g, PARSHIP) Casual dating (e.g., C-date)
Single platforms web (e.g., Friendscout24) Single platforms apps (e.g., Tinder)
154 162176 178
PARSHIP
ELITE: leading
player in online
match-making
category in
Germany
CAGR >+10%
(2012-15)
[in EURm]
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Meaningful catch-up potential of German online match-making market compared to more mature US market
6
14%
19%
24% 25%
0%
5%
10%
15%
20%
25%
30%
Germany Austria Switzerland US
[in EURm]
Source: Consumer Survey, Management information, JP Morgan. US penetration based on unique visitor shares of online match-making
providers, Swiss penetration based on French and German-speaking part
US
penetration
suggets upside
of +80% or
>EUR 60m in
Germany
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PARSHIP ELITE has steadily improved KPIs in its core German-speaking markets
7Source: PARSHIP ELITE Group for Germany, Austria and Switzerland
0
50
100
150
200
2012 2013 2014 2015
Customer lifetime value (indexed)
Customer lifetime value (indexed)
80
90
100
110
120
2012 2013 2014 2015
Renewal rate(indexed)
Renewal rate (indexed)
0
20
40
60
80
100
120
140
160
2012 2013 2014 2015
Average subscription period
ELITEPARTNER PARSHIP
+20%
+50%
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PARSHIP ELITE’s continuous growth driven by youngest target group
1) Total registered users of PARSHIP ELITE Group 2) Based on total subscribers PARSHIP ELITE Group (Germany, Austria, Switzerland)
1.11.2
1.3
1.5
2012 2013 2014 2015
New registrations1
Number of registrations in million
33% 38%
29%26%
38% 36%
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
2012 2015
Subscriber composition by age2
18-34 35-44 45+
>7 million
online dating
users
addressable
in core market
Germany
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Local market leaders have maintained their positioning over the last decade and enjoy attractive margins
91) Revenue as proxy; 2) Mötesplatsen 2014 figure; Match Online Matchmaking EBITDA margin incl. operations in other Match countries; Source:
Company information, JP Morgan
2006 2016
Germany
Sweden
USA
France
U.K.
21%
27%
38%
EBITDA margin
~30% target profitability
for market leaders
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We aim for revenue synergies between online match-making business and other existing ProSiebenSat.1 commerce assets
Fashion, Beauty
& Accessories
Online Fitness
Events & Gift
Cards
Online Match-making
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We target substantial value creation through market stimulation and elimination of media costs by leveraging idle TV ad inventory
Pro-forma EV/EBITDAmultiple at acquisition
Growth of online match-making category and
PARSHIP ELITE's businesssupported by TV leverage
Marketing cost synergies Expected pro-formaacquisition EV/EBITDA
multiple
EV/EBITDA acquisition multiple on Group level
12x
Note: Illustrative and simplified value creation mechanism
[illustrative indexed data, PARSHIP ELITE acquisition]
11| September 5, 2016 |
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PARSHIP ELITE’s strong presence in German-speaking market is solid foundation for international expansion
Source: PARSHIP ELITE Group
Revenue split 2015
Austria Switzerland International Germany
We intend
to further
internationalize
PARSHIP
ELITE’s
business
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Key financials PARSHIP ELITE Group
131) Excluding P7S1 financing costs 2) Dividend income from preferred capital to be paid in subsequent year
Targeted CAGR 2016-18E (pro-forma)2016E (pro-forma full-year)
Revenue growth High single-digit %
Rec. EBITDA growthTo exceed revenue
growth
Revenues ~EUR 116m
Rec. EBITDA ~EUR 25m
Net income ~EUR 18m
Thereof contribution of underlying
net income (after non-controlling
interests) to P7S1 Group1
~EUR 9m
Additional FCF from dividend on
preferred capital (after tax)2 ~EUR 4mClosing and
consolidation
expected in Q4
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Summary
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Acquisition will be reflected in upward revision of 2018 financial targets (at upcoming CMD)
Financial leverage at YE 2016 expected at upper end of target range of 1.5x to 2.5x
P7S1 confirms dividend pay-out ratio and targets further dividend increase going forward
Management focus on integration of acquired assets and realization of synergies
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PARSHIP ELITE strongly profitable addition to digital commerce portfolio✔
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Disclaimer
This presentation contains "forward-looking statements" regarding ProSiebenSat.1 Media SE ("ProSiebenSat.1")or ProSiebenSat.1 Group, including opinions, estimates and projections regarding ProSiebenSat.1's orProSiebenSat.1 Group's financial position, business strategy, plans and objectives of management and futureoperations. Such forward-looking statements involve known and unknown risks, uncertainties and other importantfactors that could cause the actual results, performance or achievements of ProSiebenSat.1 or ProSiebenSat.1Group to be materially different from future results, performance or achievements expressed or implied by suchforward-looking statements. These forward-looking statements speak only as of the date of this presentation andare based on numerous assumptions which may or may not prove to be correct.
No representation or warranty, expressed or implied, is made by ProSiebenSat.1 with respect to the fairness,completeness, correctness, reasonableness or accuracy of any information and opinions contained herein. Theinformation in this presentation is subject to change without notice, it may be incomplete or condensed, and itmay not contain all material information concerning ProSiebenSat.1 or ProSiebenSat.1 Group. ProSiebenSat.1undertakes no obligation to publicly update or revise any forward-looking statements or other information statedherein, whether as a result of new information, future events or otherwise.
| September 5, 2016 || September 5, 2016 |