christoph tonini, - tamedia relations... · continue the successful work of the past years . at all...

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Christoph Tonini, CEO Tamedia

Friday, 22 December 2017

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An opportunity for the Swiss advertising and media market

Tamedia and Goldbach Group

• Tamedia and the Goldbach Group have come to an agreement regarding a take-over bid

• This morning, Tamedia issued a preliminary announcement of a public tender offer for the Goldbach Group AG at CHF 35.50 per share

• Together, Tamedia and Goldbach are planning to further expand the position in the Swiss advertising market and advance their business abroad

• Goldbach is expected to continue operating as an independent company in the market

• Michi Frank will remain CEO of Goldbach. He will become a member of the Management Board of Tamedia and continue to oversee Goldbach with the current management team

• Particularly in the digital field and in the two neighbouring countries Austria and Germany, we are planning to continue our path to growth that both companies are pursuing

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Jens Alder, Chairman of Goldbach Group AG


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Progress in operations are reflected in the stock price


Price performance of the shares of the Goldbach Group vs. SMI (2014 – YTD 2017)

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Jens Alder, Chairman of Goldbach Group AG


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Christoph Tonini, CEO Tamedia


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Cornerstones of the two companies


• Arrangement of advertisements in private electronic media

• The core business involves the planning, consultation, creation, design, purchase

• 350 employees

• Operating in Switzerland, Germany and Austria

• Overview, classification and selection by means of digital platforms, daily and weekly newspapers

• Leading in Switzerland in the fields of classifieds and media

• 3,400 employees

• Operating in Switzerland, Germany, Austria, Denmark, France, Israel, Luxembourg and Serbia

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The products of Goldbach and Tamedia are a perfect match


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The start of a successful partnership in video marketing in March 2017


März-16 Febr.-16 Jan.-16

+144%

Apr.-17 März-17 Jan.-17 Febr.-17 Apr.-16

Newsnet 20 Minuten

Net video sales by April 2016 and 2017

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The Goldbach Group will act as an additional Division


Goldbach Group

Advertising & Commuter Media Paid Media Classifieds &

Marketplaces Technology &

Ventures

Finances & Human

Resources

Publishing Services

• The Goldbach Group matches the Tamedia strategy both due to its origin in Switzerland and its activities in TV marketing

• After a potential take-over, Goldbach will act as an independent brand and a separate Division within Tamedia

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Michi Frank will become a member of the Management Board of Tamedia


Christoph Brand Classifieds & Marketplaces Christoph Tonini

CEO Tamedia Samuel Hügli

Technology & Ventures

Marcel Kohler Advertising &

Commuter Media

Serge Reymond Paid Media & User Market

Sandro Macciacchini Finances &

Human Resources

Andreas Schaffner Publishing Services

Michi Frank CEO Goldbach Group

Raoul Gerber Deputy CEO/COO Goldbach Group

Roland Wittmann CSO Goldbach Group

Lukas Leuenberger CFO Goldbach Group

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Complete advertising services from one source


• Digital Out of Home • Mobile • Online • Radio • TV • Newspapers • Magazines

14 Tamedia and Goldbach Group

Google

>80 percent*

>90 percent*

Facebook

74%

NZZ-Netz 1′988

Admeira

33%

4′072 67%

4′486

Swiss networks according to Unique User per month (UUpM) in thousands (000) and monthly coverage in Switzerland in percent (%) from NET-Metrix-Profile 2017-2; *estimate

Strengthening the position in international competition

+

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Investments in more Swiss programme contents are conceivable


Joint examination of investments in Swiss programme

contents

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Higher EBITDA and EBIT margin in net presentation


Source: Finances * according to due diligence- report

EBITDA IAS 19*

1

GB

64

TA Operating income

1′102

GB

804

EBIT

130

PPA

14

GB

234

3

TA

98

TA

1′005

87

Total pro forma Depreciation

Operating exp.

Operating income

• Conversion from previous gross report to net presentation increase in operating income by CHF 98 million

• Additional EBITDA CHF 33 million (after deduction of expenses IAS 19 of CHF 1 million CHF acc. to. DD report)

• Increase EBITDA margin from 20% to 21.2% • Depreciation from the take-over of Goldbach increasing by CHF 14 million

• EBIT margin increasing from 11.3% to 11.8%

Incl. decline in value of CHF 11 million

Pro forma consolidated income statement 2016 (in CHF million)

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The scheduled public take-over is expected to be completed by April 2018


Examination by the Federal Competition Commission expected to be completed by end of February/

early March 2018 (assuming no in-depth examination)

Preliminary announcement

22 December 2017

Publication of the take-over bid

early February 2018 (term for acceptance : min. 20 trading days)

End of February: Provisional

interim result

Grace period

Take-over: expected by

April 2018

Delisting will take up to

12 months

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Joint investment in the future of advertising products


• After the merger, Goldbach and Tamedia will be in an even better position to identify trends quickly and develop new technologies and advertising forms fast and efficiently

• The complementary inventory of Goldbach and Tamedia offers attractive brands in TV, print, online and radio and therefore it is ideal to provide clients with cross-media products from one source in the future

• Jointly expand the competitive position, create cross-media advertising products, develop an advertising platform with attractive brands in TV, print, online and radio and expand the out-of-home segment

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Michi Frank, CEO Goldbach Group AG


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Goldbach is focused and ready for a partnership


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Goldbach’s operational performance is reflected in the figures; the right partnership at the right time


236234227217

2015-6 2017-6 2014-6 2016-6

CAGR +2.1%

*+4.9%

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131211

2016-6 2015-6 2014-6 2017-6

Sales performance in CHF million Change in EBITDA in CHF million

Adjusted growth from continuing operations/ financial development (six months 2014 – 2017)

EBITDAmargin 5.2 %

EBITDA margin 5.2 %

EBITDA margin 5.7 %

EBITDA margin 6.9 %

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The way we envision our shared future


Goal • Tamedia and Goldbach intend to jointly expand their position in the Swiss advertising market

and advance their business abroad in the German-speaking region What does this mean? • With the strategic partnership we want to offer new options to the clients of Goldbach • Consumers can be addressed by a cross-media approach • With Tamedia Goldbach is gaining much third-party media inventory • Clients in Switzerland can be serviced with a comprehensive strategy • We will move forward with the DACH strategy in ad sales and marketing services

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Goldbach’s operations will continue to remain independent– and receive additional prospects


• The most successful media company with the greatest reach in print and the digital reach in all of Switzerland is merging with the largest and most successful marketing company of TV and digital video in the Swiss market

• Goldbach and Tamedia are complementing each other; they are a perfect fit • The partnership is primarily about the clients, the future success in the market • At the same time, it also offers many interesting prospects • The partnership with Tamedia is designed to continue the successful work of the past years at all

locations • Tamedia agrees to let Goldbach and its subsidiaries and investments continue as an independent

group under the current name and with the current brands at the company’s current headquarters • The answer is : “Variety under one roof.”

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Appendix

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Based on the figures of 2016, the purchase price allocation assumes a value of CHF 311 million for the intangible assets


Assets

2′904

PPA

311

108

203

Goldbach

172

9 164

Tamedia

2′421

2′112

309

Total Goodwill

Int. assets

AV UV

2′904

41 131

Tamedia

2′421

1′756

665

PPA Liabilities

311

66

187 39 19

Goldbach

172 EK FK

Reserves

Deferred taxes

Minority shares Total

IAS 19

Pro forma consolidated balance sheet as of 31.12.16 (in CHF million)*

Source: Finances * Balance sheet as of cut-off date 31.12.2017 not yet available, therefore use of balance sheet as of 31.12.2016

christoph tonini, - tamedia relations... · continue the successful work of the past years . at all...

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