Telenor ASA — M&A Activity 2019

Oct 22, 2019

Telenor and Nordic Entertainment Group to merge Viasat Consumer and Canal Digital

Telenor and Nordic Entertainment Group to merge Viasat Consumer and Canal Digital

Telenor and Nordic Entertainment Group enter into agreement to combine Viasat Consumer with Canal Digital in a 50-50 joint control joint venture. The JV businesses include the DTH business of Viasat Consumer and Canal Digital as well as the Swedish Broadband TV business of Viasat Consumer.

Highlights

• The combination generates a Nordic player with combined net sales of approximately NOK 7 billion and 1.257 million subscribers at the end of June 30, 2019.

• The combination is expected to yield peak annual cost synergies of approximately NOK 600 million, with full effect from 2022.

• Integration and other related costs are expected to total approximately NOK 830 million

• The joint venture will be reported as an associated company in Telenor and NENT Group, and is expected to distribute available cash to its shareholders.

• The combination is subject to regulatory approvals and expected to be completed during the first half of 2020.

The agreed joint venture will be a strategically compelling company which through improved scale and synergies will contribute to enhancing customer experience, creating a more efficient and sustainable DTH business and improving the value creation for shareholders. Following regulatory approval of the transaction, the satellite transmission for Viasat Consumer DTH customers will be migrated to Telenor Satellite and confirm Telenor’s position as a key hub for satellite transmission.

Synergies

The merger aims to achieve annual synergies of approximately NOK 600 million with full effect from 2022, primarily related to transponder, IT and SG&A related cost. Integration cost expected to amount to approximately NOK 830 million include typical restructuring charges and cost related to migrating Viasat Consumer’s customers to Telenor’s Satellite.

Indicative financial information for the Viasat Consumer and Canal Digital is presented for full year 2018 and H1 2019.

Viasat Cons. Canal Digital Viasat Cons. Canal Digital

(NOK million) 2018 2018 H1 2019 H1 2019

Revenues 2,662 4,477 1,352 2,124

EBITDA before other items 475 799 229 335

Driftsresultat 458 711 223 298

Antall abonnenter (‘000) 493 793 491 766

Note: Viasat Consumer figures are converted to NOK using a SEK/NOK exchange rate of 0.9359 for 2018 and 0.926 for H1 2019.

Investor Relations:

Øystein Myrvold

Tel: +47 992 30 460

oystein.myrvold@telenor.com

Håkon Hatlevik

Tel: +47 901 46 070

hakon.hatlevik@telenor.com