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The power of television
August 16, 2016
Acquisition of Windstar Medical Group ProSiebenSat.1 Media SE
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Highlights
2
Provider of high-quality Health & Wellbeing products
Enterprise value of EUR 85m, cash investment c. EUR 80m
EV/EBITDA acquisition multiple of ~10x (2016E, pre synergies)
Closing is subject to merger control approval (expected in Q4 2016)
Path to 100% ownership through put/call structure
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Majority acquisition (92%) of Windstar Medical Group ✔
Highly synergistic investment across the ProSiebenSat.1 Group
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Rationale
3
No TV presence yet but high TV responsiveness of product portfolio
Strong market know-how, innovation capabilities and retailer relationships
Asset-light business model due to outsourced production
High cross-selling potential with lifestyle commerce and travel assets
High cash conversion and notable margin upside potential
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Strong foundation in growing TV-affine Health & Wellbeing market ✔
Corner
stone asset of
Health & Wellbeing
commerce
vertical
Additional growth potential through accelerated online distribution ✔
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Fashion, Beauty &
Accessories
Home & Living Health & Wellbeing Online Travel
Premium branded products:
Lead Generation:
Engagement platforms:
Reach: TV formats, infomercials
Windstar Medical to become key asset in Health & Wellbeing vertical
7NXT
7Life
Lifestyle Commerce
Online Price
Comparison
Sales: eCommerce, TV & direct sales
Note: minority ownership in Vitafy (29.1%), kiweno (27%)
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Selected brands and product offering
5
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Windstar brands with ideal starting point for TV advertising support
6 Source: WSM OTC Consumer Study 2014, I-Consult Brand Study 2015
Note: Product performance study with selected set of brands only, incl. the top 3 in terms of brand awareness though
…yet low brand awareness
24%
16%
16%
0% 20% 40% 60% 80% 100%
High perceived product performance/efficacy…
46%
0% 10% 20% 30% 40% 50% 60% 70%
Competition
Windstar
Competition
Windstar
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We have already proven our ability to take advantage of health products
7
Successful exit of Lactostop in 2014 ✔
Dynamic growth of Yokebe supported by TV campaign ✔
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Key financials Windstar Medical
8
Targeted CAGR 2016-18E (pro-forma)
2016E (pro-forma)
Revenue growth double-digit %
Rec. EBITDA growth at least in line
with revenues
Revenues ~EUR 70m
Rec. EBITDA ~EUR 9m
Net Income
(excluding P7S1 financing costs) ~EUR 6m
Closing and
consolidation
expected in Q4
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Disclaimer
This presentation contains "forward-looking statements" regarding ProSiebenSat.1 Media SE ("ProSiebenSat.1") or ProSiebenSat.1 Group, including opinions, estimates and projections regarding ProSiebenSat.1's or ProSiebenSat.1 Group's financial position, business strategy, plans and objectives of management and future operations. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of ProSiebenSat.1 or ProSiebenSat.1 Group to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements speak only as of the date of this presentation and are based on numerous assumptions which may or may not prove to be correct.
No representation or warranty, expressed or implied, is made by ProSiebenSat.1 with respect to the fairness, completeness, correctness, reasonableness or accuracy of any information and opinions contained herein. The information in this presentation is subject to change without notice, it may be incomplete or condensed, and it may not contain all material information concerning ProSiebenSat.1 or ProSiebenSat.1 Group. ProSiebenSat.1 undertakes no obligation to publicly update or revise any forward-looking statements or other information stated herein, whether as a result of new information, future events or otherwise.
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