Investor Presentation • Nov 21, 2023
Investor Presentation
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Unlocking Schibsted's value creation potential 21 November 2023
Kristin Skogen Lund, CEO | Per Christian Mørland, EVP CFO
This presentation (hereinafter referred to as the "presentation") has been prepared by Schibsted ASA ("Schibsted" or the "Company") exclusively for information purposes and does not constitute an offer to sell or the solicitation of an offer to buy any financial instruments of the Company.
Reasonable care has been taken to ensure that the information and facts stated herein are accurate and that the opinions contained herein are fair and reasonable, however no representation or warranty, express or implied, is given by or on behalf of the Company, any of its directors, or any other person as to the accuracy or completeness of the information or opinions contained in this document and no liability is accepted for any such information or opinions.
This presentation includes and is based on, among other things, forward-looking information and statements. Such forward-looking information and statements are based on the current expectations, estimates and projections of the Company or assumptions based on information available to the Company. Such forward-looking information and statements reflect current views with respect to future events and are subject to risks, uncertainties and assumptions. The Company cannot give any assurance as to the correctness of such information and statements. Several factors could cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements that may be expressed or implied by statements and information in this presentation.
There may have been changes in matters which affect the Company subsequent to the date of this presentation. Neither the issue nor delivery of this presentation shall under any circumstance create any implication that the information contained herein is correct as of any time subsequent to the date hereof or that the affairs of the Company have not since changed.
The Company does not intend, and does not assume any obligation, to update or correct any information included in this presentation.
Alternative performance measures (APM) used in this presentation are described and presented in the section Definitions and reconciliations in the quarterly report.
Unlocking more than 20 years of sustained value creation in Adevinta, focusing on Schibsted's core businesses
Offer price of NOK 115 per Adevinta share, valuing our stake in Adevinta at c.NOK 40 bn
Most certain and value accretive solution for Schibsted and Schibsted's and Adevinta's shareholders at a premium of more than 50% to the 3- and 6-months volume weighted average price up to and including 19 September 2023
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Reducing our stake in Adevinta by 60%, providing c.NOK 25 bn(1) of cash proceeds at completion; remaining stake offering incremental value upside
Intention to return capital to shareholders
A pioneer and hands-on player in the online classifieds industry, unlocking more than 20 years of sustained value creation
Private
| + | Significant immediate and future value creation |
• Immediate value creation for Schibsted's shareholders at a premium of more than 50% to the 3- and 6-months volume weighted average price up to and including 19 September 2023(1) • c.NOK 24 bn upfront cash proceeds • Incremental value upside from reinvested minority stake |
|---|---|---|
| Potential stock re-rating for Schibsted |
• Unlocking Schibsted's balance sheet, allowing us and financial markets to better focus on our core businesses • Positioning Schibsted for further future potential value creation from stock re-rating |
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| = | Most certain and value accretive solution for Schibsted and its shareholders… |
• Landmark take-private transaction in Europe, enabling most certain and significant premium otherwise not available Only possible due to the active support of Schibsted and eBay, including partial equity roll-over of their stakes ▪ Financial transparency related to retained minority stake will continue to be a priority for Schibsted as appropriate ▪ |
| …and for Adevinta and its shareholders |
• Private setting and owners that can provide significant financial support, positioning Adevinta to achieve its long-term potential • Option for Adevinta's shareholders to participate in further future value upside via equity roll-over alternative • Schibsted will remain an influential minority investor, with continued focus on value creation with respect to retained stake • Trusted partner for Adevinta and its new controlling equity owners, providing continuity and industry expertise |
5
| Transaction | • Voluntary tender offer for 100% of Adevinta announced today by Blackstone and Permira; Schibsted and eBay have expressed their support for the offer ▪ The offer is supported by the three largest shareholders of Adevinta (eBay, Schibsted and Permira), representing c.72.3% of its share capital |
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| • Offer price of NOK115 per share, valuing Adevinta's equity value at c.NOK 141 bn and Schibsted's stake at c.NOK 40 bn |
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| Offer Price | ▪ Premium of 54% and 51% over 3M and 6M VWAP(1) share price of NOK 74.58 and NOK 76.28, respectively |
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| • Offer price to be settled in either (i) cash, or (ii) shares(2), or (iii) a combination of cash and shares in equal parts (50/50%) |
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| • Schibsted to sell, outside of and subject to completion of the offer, 60% of its c. 28.1% stake in Adevinta, while retaining a minority investment |
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| Transaction Economics for |
▪ c.17.0%-points of its stake in Adevinta to be sold to the offeror in exchange for c.NOK 24 bn cash consideration |
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| Schibsted | ▪ c.11.1%-points of its stake to be reinvested in the offeror group via equity roll-over valued at c.NOK 16 bn equity value; expected indirect ownership in Adevinta post-transaction of c.13.6%(3) |
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| Key Closing | • Minimum acceptance level of 90% (including Adevinta shares already owned by Schibsted, Permira and eBay) |
• Other customary conditions for closing as described in Blackstone's and Permira's announcement |
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| • Regulatory approvals |
• The closing conditions may be waived by the offeror |
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| Conditions | • The offer will not be subject to any financing condition |
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| Timing | • Expected transaction closing in Q2 2024 |
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| Next Steps | • Offer period will commence after approval by the Oslo Stock Exchange of the Combined Offer and Exempted Document expected in December 2023 |
Volume weighted average price over 3- and 6-months up to and including 19 September 2023, representing the day before the Betaville article discussing a potential offer for Adevinta
Depositary receipts representing shares in an indirect parent company of the offeror 3. Schibsted to receive newly issued shares in an indirect parent company of the offeror
Significant cash proceeds of c.NOK 25 bn(1) at completion
Following the transaction, Schibsted will have a net cash position, compared to a net interest-bearing debt of c.NOK 5 bn as of 30 September 2023
Board and Management are aware of importance of capital allocation for our shareholders and will follow a very disciplined approach
Unlocking more than 20 years of sustained value creation in Adevinta, focusing on Schibsted's core businesses
Offer price of NOK 115 per share, valuing our stake in Adevinta at c.NOK 40 bn
Most certain and value accretive solution for Schibsted and Schibsted's and Adevinta's shareholders at a premium of more than 50% to the 3- and 6-months volume weighted average price up to and including 19 September 2023
Reducing our stake in Adevinta by 60%, providing c.NOK 25 bn of cash proceeds at completion; remaining stake offering incremental value upside
Intention to return capital to shareholders
Visit Schibsted's website: schibsted.com Email: [email protected]
Jann-Boje Meinecke VP, Head of IR +47 941 00 835
IR Officer +47 916 86 710
Schibsted ASA Akersgata 55 / P.O. Box 490 Sentrum NO-0105 Oslo
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