Telio acquires NextGenTel and becomes a leading player in the Norwegian broadband market

Transcription

1 Telio Holding ASA Telio acquires NextGenTel and becomes a leading player in the Norwegian broadband market 20 December 2012

2 Telio acquires NextGenTel and becomes a leading player in the Norwegian broadband market Transaction overview On 19 December 2012, Telio Holding ASA ( Telio ) and TeliaSonera Norge Holding AB ( TS ) signed an agreement whereby Telio shall acquire TS wholly owned subsidiary NextGenTel AS ( NGT ) Through the acquisition, Telio will become the number three provider of fixed broadband in the Norwegian market and the number two provider of xdsl broadband The key terms of the transaction are as follows: NGT is valued at NOK 601 million on an enterprise value basis without any interest-bearing debt, but with cash holdings of NOK 30 million at closing Telio finances the acquisition by (i) debt facilities to be provided by Nordea Bank Norge ASA in the amount of NOK 500 million, (ii) NOK 70 million in new Telio shares to be issued to TS as part consideration, (iii) NOK 30 million in cash to be provided through a loan from T. D. Veen AS, an existing Telio shareholder, which shall be converted into equity at closing by issue of 1,200,000 new Telio shares, and (iv) NOK 1 million of own cash As soon as practically possible after closing of the acquisition, TS shall offer 1,200,000 of the Consideration Shares to shareholders in Telio as at the closing date (other than T.D. Veen AS) at NOK 25 per share 2

3 NextGenTel overview Description Leading provider of broadband and data communication services to consumer and corporate customers NGT also offers telephony (VoIP) and television (IPTV) services to consumer customers based on third party products Approximately 213,000 revenue generating units (RGUs) per December 2012 The second largest provider of DSL-based broadband (copper lines), only behind the incumbent player Telenor The company has its own active equipment and an attractive geographical footprint in Norway covering approximately 60% of Norwegian households Wholesale agreement with Telenor for remaining households Within the corporate offering, broadband & data communication constitutes the largest product with ~60% of revenues while data communication services for TS represents ~40% of revenues NGT is headquartered in Bergen and has 269 permanent and 76 temporary employees on a full-time equivalents (FTE) basis 1 Key financials NOKm Q1-Q3 Revenue Cost of goods sold Payroll expenses Other operating expenses EBITDA Depreciation and amortisation EBIT 12 (3) (15) 12 EBITDA adjusted for nonrecurring items Key ratios Gross margin 51 % 50 % 50 % 50 % Adjusted EBITDA margin 18 % 16 % 17 % 17 % EBITDA margin 18 % 15 % 14 % 15 % EBIT margin 1 % 0 % -2 % 2 % Revenue split (2011) Revenue by segment Revenue by product Corporate 26% 74% Consumer Datacom (internal) IPTV VoIP 10% 3% 5% 82% Broadband/datacom (external) Note: 1)as of 30 September

4 Telio through different phases Phase 2: After the first 3 years of accelerated growth and operating losses New CEO from April 2007 Focus on profitable growth Phase 3: 2012 new growth initiatives by introducing new services EBIT development Net growth in number of RGUs *) 2011 figures adjusted for one-off VAT expense for previous years 4

5 The combined entity shall become a highly efficient customer-oriented telecom player Strategy Lean and mean delivery model fitted to a mature and competitive market Focus on specific market niches in both the corporate and the private market Large customer base representing approximately 430,000 revenue generating units (RGUs) covering private households & businesses platform for scale operations Key product markets VoIP & xdsl Cost efficient operations The combined entity will have significant potential for realizing scale benefits and more cost effective operations Growth options Grow mobile to existing customer base Cross sales of other party s existing products to the private and the corporate markets 5

6 Agreed transaction with TS Description Description Purchase price for NGT NOK 601m Cash consideration of NOK 531m NOK 500m through debt facilities from Nordea NOK 30m in proceeds from a directed share issue towards T. D. Veen AS (1.2m NOK 25/share), where the proceeds are transferred to TS as part-payment to TS NOK 1m from own cash Share consideration of NOK 70m Directed share issue towards TS of NOK 70m Price based on volume weighted share price last 90 days prior to signing of SPA (~NOK as of 17 Dec) TS will offer 1,200,000 shares to Telio s existing shareholders (other than T.D. Veen) at NOK 25 per share TS has entered into a European put option with T. D. Veen AS, where TS has a right to sell up to 800,000 shares less the number of shares sold to existing Telio shareholders, as mentioned above, at NOK 25 per share TS NGT 3 Receives NOK 531m in cash and 2.69m Telio shares 1 Agreed price of NOK 601m Price assumes NOK 30m in operational cash at closing Telio 2 Borrows NOK 500m from Nordea Directed share issue of NOK 100m (NOK 70m in settlement to TS and NOK 30m towards T. D. Veen AS) NOK 1m from own cash 6

7 Financing of the transcation Debt financing Term loan NOK 200m 3 year term loan To be repaid in semi-annual installments of 2 x NOK 25m, 2 x NOK 35m and 2 x NOK 40m Bridge-loan of NOK 300m in the period from closing of the acquisition to settlement of a planned bond issue in month bridge-loan Equity financing New Telio shares to be issued to TS as part consideration NOK 70 million in new Telio shares 2,690,480 shares at NOK per share Price based on volume weighted share price last 90 days prior to signing of SPA Directed share issue towards T. D. Veen AS of NOK 30m 1.2m NOK 25/share 7

8 Financial overview Revenue (NOKm) EBITDA (NOKm) 1, Telio NGT Combined Telio NGT Combined 2011 Q1-Q EBIT (NOKm) Telio NGT Combined Telio NGT Combined 2011 Q1-Q Telio NGT Combined Telio NGT Combined 2011 Q1-Q The acquisition is expected to have a dilutive effect on Telio s earnings per share in 2013 due to transaction related costs, interest expenses and a higher number of shares outstanding However, from 2014 onwards, the acquisition is expected to be accretive Note: EBITDA and EBIT figures are adjusted for non recurring items 8

9 Timeline and closing Expected closing of the acquisition is 31 January 2013 The acquisition is subject to approval by the Norwegian Competition Authority (Konkurransetilsynet) as well as certain other customary closing conditions Telio will publish an information memorandum with respect to the Acquisition in accordance with Oslo Børs Continuing Obligations section 3.5 9

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