Sanoma Corporation, Stock Exchange Release, 10 April 2017 at 08:30 CET+1
Sanoma has agreed to sell its 67% stake in the Dutch TV business SBS to Talpa Broadcasting Holding B.V. for a net cash consideration of EUR 237 million and will obtain 100% ownership of the TV guide business Veronica Uitgeverij as part of the transaction. This implies a 12.6x 2016 EV/EBITDA multiple for SBS. SBS is the third largest free-to-air TV broadcaster in the Dutch market with four TV channels: SBS 6, NET5, SBS9 and Veronica. The divestment is subject to closing conditions including customary regulatory approvals and is expected to close in the third quarter of 2017.
“The outcome of our strategic review of Sanoma’s business portfolio has been to focus on our strongholds, i.e. the businesses where we have, or can reach, a leading market position. The SBS divestment allows us to accelerate the deleveraging of our balance sheet and provides much more financial and strategic flexibility to grow our stronghold businesses. We are very pleased for our long term partner Talpa to acquire our stake in this unique asset. We have had a good cooperation with Talpa and we continue to explore the best ways to work with them also in the future to serve the interests of our customers.” says Susan Duinhoven, CEO and President of Sanoma.
“I understand the strategic choice of Sanoma, our co-shareholder with whom we cooperated particularly well in recent years. At the same time this offers us the opportunity to become 100% owner of SBS, a unique media company. I strongly believe in a strong Dutch multimedia company that is flexible to adapt to the changing media landscape. The company I want to build will offer 24/7 content through various platforms. This implies that SBS will be part of something larger than just television," says John de Mol, owner of Talpa.
Financial effects of the transaction
As a result of the divestment, Sanoma’s net financial debt (pro forma 2016) reduces from EUR 786 million to EUR 539 million and net debt / adj. EBITDA decreases from 3.2x to 2.5x. The divestment will result in a non-cash capital loss of EUR 313 million, most of which will be reported in the first quarter result 2017 as an item affecting comparability. This will temporarily decrease Sanoma’s equity ratio below its long-term financial target range of 35–45%, which has been agreed with Sanoma’s lenders. Total goodwill in Sanoma Group consolidated balance sheet will reduce from EUR 1,663 million to EUR 947 million.
Pro forma for the SBS divestment, Sanoma’s net sales 2016 would have been EUR 1,407 million (2016 reported: EUR 1,639 million) and operational EBIT would have totalled EUR 153 million (2016 reported: EUR 168 million). The cash flow from operations would have amounted to EUR 137 million (2016 reported: EUR 154 million).
Subject to the transaction completing, Sanoma has agreed to reduce and amend the terms of its EUR 500 million revolving credit facility with its group of seven relationship banks to EUR 400 million reflecting the lower financing need of the Group.
Outlook for 2017 improved, dividend policy unchanged
The de-risking of Sanoma’s overall portfolio due to the SBS divestment, combined with the continued good performance of the Finnish media business enables Sanoma to improve its outlook for 2017. Sanoma expects that in 2017 the Group’s consolidated net sales adjusted for structural changes, including the divestment of SBS, will be stable and the operational EBIT margin will be above 10%.
Previously Sanoma expected that in 2017 the Group’s consolidated net sales adjusted for structural changes will be stable and the operational EBIT margin will be around 10%.
The Board of Directors also affirms that the new dividend policy aiming for increasing dividends will not be impacted by the SBS divestment.
Strategic focus: Sanoma to grow further in its strongholds
Sanoma will focus on businesses with strong market positions and continues to pursue opportunities in its Learning business in five countries as well as in its cross-media businesses in Finland, the Netherlands and Belgium. Following the SBS divestment, Sanoma will have full ownership of all its remaining major businesses. In addition to enhancing the transparency of the group structure, this enables a much required agility and fully integrated way of managing the businesses in rapidly changing markets. The enhanced strategic and financial flexibility enables Sanoma to focus its resources on driving the attractive value creation potential of its stronghold businesses. The Group’s net sales structure becomes more balanced with reduced exposure to advertising revenue.
In Learning Sanoma is one of the leading players in each of the markets in which it is active. There are attractive growth opportunities both in existing and adjacent markets and Sanoma has the resources and assets in place to turn new opportunities into attractive businesses.
The Finnish media business with an advanced offering designed to fulfil current and future customer needs is core to Sanoma. Sanoma has number one or number two market positions in all of its media operations in Finland and offers attractive cross-media opportunities to advertisers. Especially the TV business in Finland has a leading position and has been a key driver of Sanoma’s strong improvement in the past year. The digital transformation is well underway in all media types. Sanoma will continue to drive its performance improvements and value creation in Finland.
In the Netherlands and Belgium Sanoma continues to develop its strongly positioned digital and print brand offering. The NOBO research showed once more that Sanoma is the leading local online publisher in the Dutch market. The well performing business provides attractive cross-media solutions for its customers, including our brand related TV programmes, e-commerce and events, and remains a strong cash generator going forward. The addition of Veronica Uitgeverij (TV guides Veronica Magazine and Totaal TV as well as the digital Superguide) is an excellent opportunity for synergy with the existing portfolio as it further improves the value proposition for our advertising customers. Sanoma and Talpa both fully acknowledge the advantages of cross-media and partnering, especially in the advertising market. Based on the positive experiences of the past years, both parties have agreed to explore how their cooperation can be successfully continued in the future. The interest of our customers is the most important element and will be leading in any potential cooperation and of course all existing agreements will be fulfilled as agreed.
Sanoma will organise a press and analyst event today at 11:00 Finnish time (09:00 UK time) in Sanomatalo (Töölönlahdenkatu 2, Helsinki) with President and CEO Susan Duinhoven and CFO and COO Markus Holm presenting the transaction in more detail. The live webcast can be viewed on Sanoma’s website at www.sanoma.com/en/investors and will be available there also after the event.
Please join by dialing
Finland: +358 (0)9 7479 0404 / Netherlands: +31 (0)20 703 8261/ US: +1 719 325 2346 / UK: +44 (0)330 336 9412 / Germany +49 (0) 69 2222 25568 / France +33 (0)1 76 77 25 06
Conference id: 9470238
Sanoma CFO & COO, Markus Holm, tel. +358 105 19 5122
Sanoma's Investor Relations, Anna Tuominen, tel. +358 40 584 6944
Sanoma’s Media Relations, Marcus Wiklund, tel. +358 400 603 147
Sanoma is a front running media and learning company impacting the lives of millions every day. We provide consumers with engaging content, offer unique marketing solutions to business partners and enable teachers to excel at developing the talents of every child.
With companies operating in Finland, the Netherlands, Belgium, Poland and Sweden, our net sales totalled EUR 1.6 billion and we employed over 5,000 professionals in 2016. The Sanoma shares are listed on Nasdaq Helsinki.