DOĞAN HOLDİNG & DOĞAN YAYİN HOLDİNG MERGER

Transcription

1 DOĞAN HOLDİNG & DOĞAN YAYİN HOLDİNG MERGER Create long-term Shareholder Value May 28, 2014

2 Overview of Proposed Transaction Overview Board of Directors announced their decision to merge Doğan Holding & Doğan Yayın Holding (DYH) on April 14, 2014 DYH will be merged under the umbrella of Doğan Holding through all its assets and liabilities taken over as a whole by Doğan Holding Time table Key Conditions Doğan Holding & DYH s 2013 year-end audited financials released in March 2014, & General Assembly meetings for the approval of FY13 financial results were held on March 31, 2014 Board decision announced on April 14, 2014 CMB application filed on April 30, 2014 Expert Institution report released on May 22, 2014 (revised on May 26, 2014) Merger report, merger agreement and disclosure document released on May 26, 2014 Following CMB approval, General Assembly will be held for the approval of the merger Expected finalization of the transaction is 3Q14 Exchange ratio: 1 DYH share = DOHOL share; as announced in the Expert Institution Report If shareholders prefers to exercise their Exit Right 1 : Exit price for DOHOL: TL0.67/share 2 Exit Price for DYH: TL0.50/share 2 There will be an upper limit for exit rights and merger may not take place if the amount exceeds this limit. The completion of the merger is subject to CMB & Shareholders approval 1 The shareholders or their representatives that cast negative votes, and have the opposition clause entered in the minutes of meeting at the general assembly meeting; and later apply the brokerage firm will be entitled to exercise exit rights. 2 Exit right Prices is calculated as the arithmetic mean of the weighted average prices that occurred in the Stock Exchange during the thirty days prior to the date of the Board Resolution (pursuant to the provisions of Article 24 of the Capital Market Law, Exit Rights, and Article 10, the Price for Exercising the Exit Rights, of CMB s The communiqué on common principles for material transactions and exit rights (II-23.1)) Doğan Holding & Doğan Yayın Holding Merger Process 2

3 Transaction Highlights Create long-term Shareholder Value Simpler & more efficient structure Effective capital allocation Efficient financial structure Broader investor base Further cost synergies Further improved Corporate Governance Practices Doğan Holding & Doğan Yayın Holding Merger Process 3

4 Doğan and Doğan Yayın Holding Operations As of 2013, Media operations, which come from Doğan Yayın Holding, represent 75% of Doğan Holding s revenues and 80% of its EBITDA DOĞAN HOLDİNG Doğan Yayın Holding (Media) Other Broadcasting Publishing REVENUES 75,4% 24,6% TL3,301m EBITDA 80,3% 19,7% TL264m 4

5 Simplified Group Structure CURRENT STRUCTURE PROPOSED MERGED STRUCTURE Free Float Adilbey Holding Doğan Family Free Float Adilbey Holding Dogan Family 32.8% 52.7% 14.5% Free Float Doğan Family Doğan Holding Doğan Yayın Holding Dogan Holding 18.1% 1.9% 80.0% 4.98% Doğan Yayın Holding 11.06% Non Media Assets 84.9% 77.6% 92.8% 80.0% 66.6% 92.8% Doğan TV Holding Hürriyet Doğan Gazetecilik Non Media Assets Doğan TV Holding Hürriyet Doğan Gazetecilik Other Doğan Holding & Doğan Yayın Holding Merger Process 5

6 Existing Board Structure of Doğan Holding will Remain Doğan Holding Board Members Doğan Holding Executive Board Members Name Title Y. Begümhan DOĞAN FARALYALI Chairwoman Hanzade V. DOĞAN BOYNER Vice Chairwoman Arzuhan DOĞAN YALÇINDAĞ Board member Vuslat DOĞAN SABANCI Board member Yahya ÜZDİYEN Executive Board member İmre BARMANBEK Board member Ertuğrul Feyzi TUNCER Independent Board member Ali Aydın PANDIR Independent Board member Tayfun BAYAZIT Independent Board member Name Yahya ÜZDİYEN Soner GEDİK Ahmet TOKSOY Title President, CEO Member Member, CFO DYH will be merged under the umbrella of Doğan Holding through all its assets and liabilities taken over as a whole by Doğan Holding. Doğan Holding & Doğan Yayın Holding Merger Process 6

7 Expected Timetable for the Merger April 14, 2014 April 30, 2014 May 22, 2014 CMB application Expert Institution Report CMB approval General Assembly Meeting Merger Exchange Ratio announced by the Expert Institution report: 1 DYH share = DOHOL share Investors voting against te merger in the General Assembly will have the Exit Right Announced price for Exit Right : DYHOL: 0.50 TL DOHOL: 0.67 TL Expected to finalize in 3Q14 Doğan Holding & Doğan Yayın Holding Merger Process 7

8 Applied Valuation Methodologies Expert Institution* used weighted average of three valuation methods to determine the exchange ratio as provided in Expert Institution Report. Book Value Peer Comparison Average Market Cap * KPMG Akis Bağımsız Denetim ve SMMM A.Ş. Expert Institution Analysis Merger ratio 91.21% Paid-in capital after merger 1 2,685,977,233 Exchange ratio Capital increase amount 235,977,233 1 Under the assumption that there will not be any execution of exit rights. Doğan Holding & Doğan Yayın Holding Merger Process 8

9 APPENDIX Doğan Holding & Doğan Yayın Holding Merger Process 9

10 Strong Asset Portfolio of Doğan Holding Media Retail Energy Industry Tourism Other DYH D&R Doğan Enerji Çelik Halat, Ditaş & Doğan Organik Milta Milpa & DDM Leading media group in Turkey Leading market share in circulation with 5 daily newspaper titles and various magazines One of the leading FTA channels Second biggest player in digital Pay TV business Largest distribution network #1 player in the market 143 stores scattered around Turkey 2.5 mn store visitors/month 1.1 mn traffic/month in online services 33% stake in largest private sector investment Boyabat HEPP (513MW) 33% stake in Aslancık HEPP (120 MW) 147 MW wind power plant capacity Oil & Gas Production in N.Iraq Çelik Halat, one of the leading steel wire rope company Ditaş, one of Turkey s largest rod manufacturer for auto parts industry Doğan Organik, largest organic raw milk supplier in Turkey Bodrum Marina ranks among the top five marinas in the Mediterranean basin Işıl Club, one of the most popular resorts in the Bodrum region Işıl Tur, a Group A travel agency DD Mortgage, "The first mortgage company of Turkey" Milpa, is now focusing in real estate marketing Doğan Holding & Doğan Yayın Holding Merger Process 10

11 Financial Summary Doğan Holding Consolidated Revenues (TL mn) Doğan Holding Consolidated EBITDA (TL mn) 2, ,067 3, Doğan Holding & Doğan Yayın Holding Merger Process 11

12 Consolidated Balance Sheet - Summary in TL mn 12/31/ /31/2012 Δ Current Assets 3,978 4,120-3% Non Current Assets 3,610 3,664-1% Total Assets 7,588 7,785-3% Current Liabilities 2,024 2,138-5% Non Current Liabilities 1,563 1,562 0% Minority Interest % SHs Equity, parent 3,250 3,181 2% Total Liabilities & SH s Equity 7,588 7,785-3% Doğan Holding & Doğan Yayın Holding Merger Process 12

13 Consolidated Income Statement- Summary in TL mn Δ YoY Sales 3,301 3,067 8% Gross Profit % Gross Margin 25.7% 29.1% -3.5 p.p. General Administrative Expenses % Marketing Expenses % Other Operating Income/(Expense),net % Share of Profit/(Loss) on Investments Accounted by Equity Method n.m. Operating Profit % Income/(Expense) From Investment Activities, net % Financial Income/(Expense),net % Profit/(Loss) Before Income Taxes From Continued Operations n.m. Profit After Tax From Continued Operations n.m. Net Profit After Minority n.m. EBITDA % EBITDA Margin 8.0% 10.6% -2.6 p.p. Doğan Holding & Doğan Yayın Holding Merger Process 13

14 Doğan Şirketler Grubu Holding A.Ş. Burhaniye Mah. Kısıklı Cad. No Üsküdar, İstanbul T: Thank You For further information 14