Trian Partners Activist Presentation Deck
Confidential-Not for Reproduction or Distribution
An Acquisition of Sky by Disney Would Have Permanently Impaired Shareholder Value...
• Disney's final bid in September 2018 valued Sky at £34bn; some analysts today estimate it is
currently worth -£9bn(¹), 73% below Disney's final offer
LTM
EBITDA
Multiple
- This bid represented a 46% premium to Disney's original offer and a 104% premium to the
Unaffected Sky share price - another example of poor M&A judgement
Implied Sky Enterprise Value
£20bn
9.1x
Sky
Unaffected
£7.69 / Share
BERNSTEIN
£25bn
11.5x
Disney
Original Offer
September 24, 2018 - Todd Juenger
£34bn
16.2x
Disney
Final Offer
£15.67 / Share
£10.75/Share
40% Premium to Unaffected 104% Premium to Unaffected
46% Premium to Original
£37bn
17.5x
Comcast
Final Offer
£17.28/Share
Some research analysts
i currently value Sky at i
-4.3x LTM EBITDA)
£9bn
Sky Current
Valuation (¹)
"We never understood why this lower growth, lower return (and lower multiple)
business with undeniable long-term structural risks would enhance Disney's asset
mix or contribute to Disney's DTC transformation. By allowing Comcast to prevail in
the Sky bidding war, Disney avoided paying a massive premium for a business
which is primarily a European DBS distributor"
Source SEC fings Company fings, FactSet, Wall Street Research.
Note: Unaffected and Original offer valuations based on Sky 2016 Annual Report Sky Dec-18 LTM EBITDA based on Sky 2016 & 2017 Annual Report. Final offer valuations based on final offer diluted share
count reported by Comcast Form 8-K fied with the SEC dated 9/24/18 Sky Jun-19 LTM EBITDA reported per Sky 2018 Annual Report.
(1) -
EV or 4.3x LTM EBITDA multiple represents the implied average LTM valuation applied by Cis and Goldman Sachs for the Sky segment of Comcast based on their SOTP valuations Converted to
GBP at the average USD/GBP FX rate between 90021-90022-0819
-22-View entire presentation