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Adevinta — Investor Presentation 2020
Jul 21, 2020
3520_rns_2020-07-21_5d284208-7574-4883-a224-8c37c2240e9e.pdf
Investor Presentation
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Adevinta + eBay Classifieds Group Creating the World's Largest Online Classifieds Group
Rolv Erik Ryssdal, CEO Uvashni Raman, CFO
21 July 2020
Disclaimer
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Key transaction highlights
| Transaction Highlights |
to acquire 100% of eBay Classifieds Group(1) • Adevinta from eBay Inc. ("eBay" Inc.) • US\$2.5bn in cash(2) eBay to receive and c. 540mn shares of Adevinta share price of US\$12.38(3) • Implied headline value of US\$9.2bn at Adevinta's |
|---|---|
| • in 2019(4) Strong combined financial profile, with estimated US\$1.8bn in revenues and close to US\$600mn in EBITDA • Significant synergy opportunity with approximately US\$150-185 million of anticipated run-rate EBITDA synergies by year three, two thirds of which expected from cost synergies |
|
| Financing | (committed secured bridge facility of c.US\$3.0bn(5)) • Cash consideration financed with new debt and cash on Adevinta's balance sheet • Schibsted to acquire eBay Classifieds Group's Denmark assets for US\$330mn on a debt and cash free basis at closing • Implied cash consideration from Adevinta of approximately US\$2.17bn |
| Governance At Closing |
• eBay to receive voting and non-voting shares resulting in a 44%(6) pro forma stake in Adevinta and c.33.3% voting stake • Board size increasing to nine (eBay and Schibsted to appoint two directors each) |
| Conditions & Timeline |
• Transaction subject to customary regulatory and closing conditions • Schibsted (59% ownership in Adevinta) & Stiftelsen Tinius (6% ownership in Adevinta) have agreed to vote in favor of the transaction • Completion expected by Q1 2021 |
| Note: |
(1) eBay Classifieds Group's Denmark assets to be acquired by Schibsted
- (2) Subject to closing adjustments. Inclusive of US\$330mn consideration, on a debt and cash free basis, in relation to eBay Classifieds Group's Denmark assets, which will be acquired by Schibsted at closing
- (3) Based on Adevinta's closing share price on Friday July 17, 2020 of NOK115.00 or US\$12.38, calculated using USD:NOK exchange rate of 9.29
- (4) Adevinta's 2019 financials including JVs, converted using EUR:USD exchange rate of 1.10. eBay Classifieds Group adjusted EBITDA
- 3 (5) Bridge term facility to be also used to fully refinance Adevinta's existing debt and cover the financing and transaction fees and includes support for \$330m Schibsted's purchase of Denmark at close. Proforma for the Denmark acquisition gross financial debt at Adevinta will be US\$2.75bn.
(6) Based on the number of Adevinta fully diluted shares as of the end of the second quarter (30 June 2020)
Creating the world's largest online classifieds group
Emergence of a globally scaled pure-play classifieds leader
(\$mn; YE 2019)
Note: FX USD/EUR: 1.10; FX USD/GBP: 1.26. Calendarized as of December year-end. (1) Estimated revenues, based on IFRS and US GAAP accounting standards for Adevinta and eBay Classifieds Group, respectively. 5 Excludes eBay Classifieds Group's Denmark assets. (2) Includes only Internet, Media and Technology (IMT) divisional financials. (3) Excluding Denmark. (4) Operating revenue including JVs. (5) As reported – ImmoScout24 only.
Extensive geographic footprint and leading market positions
Source: Adevinta, eBay Classifieds Group. 6
Note: (1) Market position based on traffic (visits). (2) Germany not included as overlapping geography given immaterial size.
Diversified geographical and vertical mix
Source: Adevinta, eBay Classifieds.
Note: FX USD/EUR: 1.10. (1) Including JVs. (2) Excludes Denmark. (3) Estimated revenues, based on IFRS and US GAAP accounting standards for Adevinta and eBay Classifieds Group, respectively. Excludes eBay Classifieds Group's Denmark assets.
7
Highly complementary portfolio of assets
Source: Adevinta, eBay Classifieds Group. Note: (1) Selected key countries and brands.
Strong financial profile with best-in-class growth and profitability
Source: Adevinta, eBay Classifieds Group.
Note: FX USD/EUR : 1.10. (1) Including JVs. (2) eBay Classifieds Group adjusted EBITDA. (3) Excluding Denmark. (4) Estimated revenues, based on IFRS and US GAAP accounting standards for Adevinta and eBay Classifieds Group, respectively. Excludes eBay Classifieds Group's Denmark assets. Excludes synergies.
Combined expertise will strengthen market position and drive value
Increased firepower to deploy proven M&A playbook
… benefiting from larger scale to further consolidate the fragmented global classifieds market
Substantial synergy potential of estimated US\$150-185mn run-rate annual EBITDA
Expected US\$150mn- 185mn of run-rate EBITDA synergies, with cost synergies representing c. 2/3 of total
Strong cultural alignment and common DNA
Creating the world's largest online classifieds group
Q&A
Investor information
Visit Adevinta's website www.adevinta.com
Marie de Scorbiac
[email protected] +336 1465 7740
Adevinta ASA Akersgata 55, P.O. Box 490 Sentrum, E-mail: [email protected]