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Investment Opportunity June 2013 Confidential

Confidential Investment Opportunity - WikiLeaks Chess_Teaser_June... · By Business Unit (Q1 2013A) >75% of ... programming including entertainment, factual, sports, movies, children’s

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Page 1: Confidential Investment Opportunity - WikiLeaks Chess_Teaser_June... · By Business Unit (Q1 2013A) >75% of ... programming including entertainment, factual, sports, movies, children’s

Investment OpportunityJune 2013

Confidential

Page 2: Confidential Investment Opportunity - WikiLeaks Chess_Teaser_June... · By Business Unit (Q1 2013A) >75% of ... programming including entertainment, factual, sports, movies, children’s

Company Snapshot

� Liberty Global has retained Morgan Stanley to explore strategic alternatives for Chellomedia, including a potential sale of the business

� Chellomedia is a wholly owned subsidiary of Liberty Global, Inc.

– A leading producer and distributor of thematic Pay TV channels globally

– Significant majority of revenues generated from subscriptions (over 75% of channel business revenues)

– Strong portfolio of 65(1) television channels, reaching c. 391 million TV subscribers globally as at March 2013, and with revenues of c. €335 MM in 2012 (actual, not adjusted for acquisitions e.g. only includes 5 months of consolidated MGM LatAm business)

– Offers TV entertainment in the 6 popular genres: Sports, Movies, Entertainment, Lifestyle, Children’s and Factual Programming

– Active consolidator with track record of creating value through acquisitions and significant scope for future strategic actions

– Significant majority of revenue and profitability generated from a diversified, non-LGI customer base

– The company also provides digital services, such as broadcasting solutions, creative, and play-out services, and operates a wholesale advertising brokerage business

– Employs over 1,250 employees in over 25 locations, with main offices in London, Amsterdam, Madrid, Budapest, Miami and Buenos Aires, with further regional offices and agents in Central Europe, China and Singapore

� Chellomedia runs its business through five key operating companies and units: Chello Zone, Chello Multicanal, Chello Central Europe (including AtMedia, a wholesale advertising brokerage business), Chello Latin America and Chello DMC, which provides technical services to both Chellomedia internally as well as to external third party clients

Background and Overview

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Subscription55%

Advertising11%

Other34%

Revenue Breakdown (2)

By Type (Q1 2013A)

1. As per Chello internal channel count2. Pre eliminations3. Channels business revenues refers to group revenues exclusive of DMC and AtMedia

Chello Zone23%

Chello Multicanal

17%Chello Central

Europe37%

Chello LatAm13%

Chello DMC10%

By Business Unit (Q1 2013A)

>75% of total channel business

revenues (3)

Page 3: Confidential Investment Opportunity - WikiLeaks Chess_Teaser_June... · By Business Unit (Q1 2013A) >75% of ... programming including entertainment, factual, sports, movies, children’s

Unique Independent Content Aggregator

With Global Scale

Global reach with presence in both established Euro pean markets as well as faster growing Latin American, Middle Eastern and African markets

3

Thematic Channels in 138 Countries and in Over 25 Languages

c. 391 MM TV Subscribers Reached Worldwide

Portfolio of 65 (1) Channels Across 6 Genres

1. As per Chello internal channel count

Page 4: Confidential Investment Opportunity - WikiLeaks Chess_Teaser_June... · By Business Unit (Q1 2013A) >75% of ... programming including entertainment, factual, sports, movies, children’s

Key Investment Highlights

4

Sizeable Structural Growth Markets with

Strong Underlying Fundamentals

Localized and Flexible Business Model

Largest International Independent Thematic Channels and Digital Services Business

Highly Valuable Network of Branded Channels

With Diversified Content and Customer Base

Strong Track Record of Organic and Strategic M&A Value

Creation

Unique Combination of Growth and Robust Cash

Flows Underpinned by Large and Visible

Subscription Revenues

1

2

3

4

5

6

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Largest International Independent Thematic

Channels and Digital Services Provider

5

65 Channels (1)

c.391 MM subscribers

1. As per Chello internal channel count2. Actual pre-eliminations, not adjusted for acquisitions e.g. only includes 5 months of consolidated MGM Latam business3. Excludes employees in central role, as per March 2013

Overview

• Leading international

broadcaster and creator of

TV channels

• Offer a variety of

programming including

entertainment, factual,

sports, movies, children’s

and lifestyle television

• Leading producer and

distributor of TV channels

in Iberia

• Top-rated channels in film

and children’s with a total

of 20 channels across

genres

• Leading thematic channels

provider across Central

Europe

• Key markets include

Hungary, Poland, Czech

Republic and Romania

• Includes AtMedia, a

wholesale advertising

brokerage business

• Producer and distributor of

TV channels in Latin

America

• Portfolio includes MGM

Latino, the popular El

Gourmet food channel and

the lifestyle channel

Cosmopolitan TV

• Digital Media Centre

(“DMC”) provides technical

services, such as playout

and TV distribution

Headquarters London Madrid Budapest & Warsaw Buenos Aires & Miami Amsterdam

Key Regions UK, EMEA, Asia Spain, Portugal, Africa Central / Eastern Europe Latin America Netherlands

Subs 188m 48m 46m 106m 3m

Number of Channels 21 20 12 10 2

Key Channels /

Partnersn.a.

2012A Revenues (€ MM)(2) 59 65 159 36 30

FTEs(3) 218 168 477 207 160

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Poland20%

Iberia19%

Hungary 14%

LatAm13%

UK9%

Netherlands5%

Czech4%

Other16%

Highly Valuable Network of Branded Channels

With Diversified Content and Customer Base

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Truly Diversified Global Platform of Scale with Att ractive Exposure to High-Growth Emerging Markets

Well-Diversified Revenue Split By Genre

Movies26%

Entertainment19%

Sports15%

Childrens14%

Lifestyle13%

Factual9%

Other4%

Broad Portfolio of Multi-Genre Content Appealing to a Wide Audience

Movies

Sports

Lifestyle

Entertainment

Children’s

Factual

Revenue (Q1 2013A)

Revenue (Q1 2013A) (1)

1. Excludes revenues from DMC and AtMedia, shown pre-eliminations

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106.9

74.6

40.2

113.488.1

58.7

0

50

100

150

200

Western Europe CEE Latam

2012 2016

Sizeable Structural Growth Markets

with Strong Underlying Fundamentals

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Increasing Pay-TV Penetration (Especially in Emergi ng Markets) Drives Greater Demand for Differentiate d Content

Continued Audience Fragmentation from Flagship FTA Channels is Increasingly Shifting Advertising Dolla rs to Multichannel Properties

Source: Screen Digest

TV Advertising Growth (2012A-2016E)

Source: Screen Digest

16.4%26.5%

71.1%

3.1% 7.6%

21.0%

0%

50%

100%

Western Europe CEE Latam

Multichannel TV FTA TV

‘12-’16 Pay TV Subscriptions Growth

6.1% 18.0% 46.1%

• High Pay TV subscriber growth:

– New distribution platforms

– Increased attractiveness / affordability of premium pay content

– Growing spending power in emerging markets

– Improved infrastructure

• Increasing competition among pay-TV platforms driving growing

demand for content as platform differentiator

• TV remains the most effective mass advertising medium

– TV to maintain significant share of ad spend

– High growth of multichannel ad spend versus FTA

– Multichannel’s share of Total TV ad market expected to increase by 2-5 percentage points between 2012 – 2016 across the regions

• Viewership on flagship FTA channels continues to decline as audiences have greater choice to seek more specific, relevant content

• Niche thematic channels best positioned to deliver targeted commercial impacts on specific, profitable audience segments

Pay-TV Subscriptions (MM) (2012A – 2016E)

’12-’16 Total TV Ad Market Growth

5.9% 10.9% 27.7%

1. Western Europe includes: Germany, France, Netherlands, Spain, UK and Portugal; CEE includes: Czech Republic, Hungary, Poland, Romania, and Slovakia; LatAm Includes: Argentina, Chile and Mexico

(1) (1) (1)

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UK

EMEA

Strong Track Record of Organic and

Strategic M&A Value Creation

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Successfully Acquired and Integrated Significant Nu mber of Acquisitions in Recent Years and Entered in to Successful JV Partnerships

2007 2008 2009 2010 2011 2012

Global Content Providers As Joint Venture Partners and Associates

MGM• August 2012• Acquisition of MGM Networks Inc. and remaining

50% of MGM Latin America and Central Europe

CBS EMEA• October 2012• JV with Chellozone for enhanced programming

A+E• October 1998• JV between Chello Multicanal and A+E

Dreamia• November 2009• JV between Chello Multicanal and Zon

Multimedia

Cosmopolitan• September 2012• Full consolidation of Chello Latin America and

flexibility created for future growth

Key

JV

s

For

mer

JV

s R

ecen

tly

Acq

uire

d

ShortsTV• JV with founder (individual)• Carriage agreement on UPC NL

Disney XD –Poland

• JV with Disney• Disney provides content

Ass

ocia

tes

CBS UK• October 2009• JV with Chellozone combining distribution

breadth with strategic content

1. 87.5% of Zone acquired in January 20052. Re-branded to Film Mania in July 20123. Minority buyout, holding Company of Cosmo and Pramer

(1)

JVs

2013

(3)

(2)

Page 9: Confidential Investment Opportunity - WikiLeaks Chess_Teaser_June... · By Business Unit (Q1 2013A) >75% of ... programming including entertainment, factual, sports, movies, children’s

Key Contacts

Key Contacts

Max HerrnsteinGlobal Co-Head Media & Telecoms

Managing DirectorMedia Investment Banking

Phone: +1 212 [email protected]

Burkhard KoepManaging Director

Media Investment Banking

Phone: +44 20 7425-7755Email: [email protected]

• Under no circumstances should contact be made directly or indirectly with any executive or employee of Chellomedia or its affiliates on any matter relating to this process. All commentaries regarding your potential interest in this process should be directed to one of the following individuals at Morgan Stanley:

Nuno MachadoManaging Director

Media & Telecoms M&AInvestment Banking

Phone: +44 20 [email protected]

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Page 10: Confidential Investment Opportunity - WikiLeaks Chess_Teaser_June... · By Business Unit (Q1 2013A) >75% of ... programming including entertainment, factual, sports, movies, children’s

Disclaimer

Morgan Stanley & Co. International Plc. (“Morgan Stanley”) of 25 Cabot Square, Canary Wharf, London, E14 4QA has been authorised by Liberty Global Inc. (the “Client”) to issue this Teaser on its behalf in connection with the Client’s proposed sale of Chellomedia B.V. (the “Target” and the “Transaction”).

This Teaser and the information contained in it is confidential and the property of the Client and the Client reserves the right to require its return (together with any copies or extracts thereof) at any time. This Teaser is delivered on the condition that it is held in strict confidence by you, your directors, officers and employees. Save as expressly permitted in writing by Morgan Stanley, this

Teaser must not be photocopied or reproduced in any other electronic or physical form and must not be communicated, disclosed or distributed to any other person in whole or in part.

This Teaser is for information purposes only and is being delivered to a limited number of recipients for the sole purpose of assisting such recipients in determining whether to proceed with a further investigation of the Transaction. It should not be used in whole or in part for any other purpose.

Neither Morgan Stanley, its affiliates, their respective directors, officers, employees or agents (the “Morgan Stanley Group”) nor the Client, its affiliates nor their respective directors, officers, employees or agents (the “Client Group”) gives any representation or warranty, express or implied, as to: (i) the achievement or reasonableness of future projections, management targets,

estimates, prospects or returns contained in this Teaser, if any; or (ii) the fairness, accuracy or completeness of any information contained in this Teaser, any other written information or oral information provided in connection therewith or any data that any of them generates. Furthermore, and without prejudice to liability for fraud, no member of the Morgan Stanley Group or the Client Group accepts or will accept any liability, responsibility or obligation (whether in contract, tort or otherwise) in relation to these matters. Any prospective purchaser should make its own investigation

of the Target and all information provided. In no circumstances will Morgan Stanley Group or the Client Group be responsible for any costs or expenses incurred by any prospective purchaser of the Target in connection with the appraisal or investigation of the Target or arising out of the evaluation of this Teaser.

This Teaser: (i) is not an offer or invitation by any member of the Morgan Stanley Group or the Client Group to purchase or sell securities or assets, whether in relation to the Transaction or otherwise nor any form of commitment or recommendation by any member of the Morgan Stanley Group or the Client Group; (ii) will not, and nor will any other oral or written information made

available to a prospective purchaser, other than a definitive and binding sale and purchase agreement, form the basis of any contractual or other agreement in relation to the Transaction; and (iii) does not contain all the information that a prospective purchaser may wish to have in determining whether to enter into the Transaction. The Client will only accept obligations in relation to the

Transaction that arise out of a definitive and binding sale and purchase agreement.

The provision of this Teaser: (i) does not place any member of the Morgan Stanley Group or the Client Group under any obligation to provide any further information in relation to the Transaction or to update this Teaser or any additional information or to correct any inaccuracies in any such information which may become apparent; and (ii) does not place any member of the Morgan

Stanley Group or the Client Group under any obligation to consider or accept any offer, irrespective of whether such offer is the only offer or one of a number of offers representing the highest price.

Morgan Stanley is acting as exclusive financial adviser to the Client in relation to the Transaction, will not regard any other person (whether a recipient of this Teaser or not) as a client in relation to the Transaction and will not be responsible to anyone other than the Client for providing the protections afforded to clients of Morgan Stanley nor for providing advice to any such other person. Without prejudice to liability for fraud, each member of the Morgan Stanley Group disclaims any liability to any such other person in connection with the Transaction. Any person considering

entering into the Transaction: (i) may not rely on this Teaser in determining any course of action in relation to the Transaction or otherwise; and (ii) must seek its own independent professional advice. Without prejudice to liability for fraud, each member of the Morgan Stanley Group and the Client Group disclaims any liability which may be based on this Teaser or any other written or

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