Viasat og Canal Digital fusionerer

Så er der nyt fra satellit tv markedet hvor Viasat og Canal Digital fusionerer. Det er netop meldt ud i en pressemeddelelse, hvor man også kan læse at fremtidens satellitposition bliver 1 grad vest, altså Canal Digitals nuværende satellit position. Således forlader man 5 grader øst og sparer en del penge på transponder udgifter.

Sammen med Nordic Entertainment Group (NENT), som ejer Viasat, kommer Telenor til at deles om ejerskabet af det kombinerede selskab.

Ifølge pressemeddelelsen ventes sammenlægningen at finde sted i den første halvdel af 2020, hvis ellers EU-Kommissionen godkender fusionen.

“Vi er meget glade for at kunne meddele dette game-changing joint venture med Telenor. At kombinere Viasat Consumer og Canal Digital giver perfekt mening. Vi skaber en storstilet tv-operatør, der vil skabe bæredygtig værdi for kunder og ejere og være i stand til at konkurrere med store, regionale og lokale konkurrenter,” siger Anders Jensen, adm. direktør i NENT, i pressemeddelelsen.

Hos Telenor lyder det: “Det nye joint venture-selskab vil kombinere de respektive styrker hos Canal Digital og Viasat Consumer og udnytte synergier til fordel for vores kunder og aktionærer,” siger Jørgen C. Arentz Rostrup, CFO i Telenor Group.

Herunder pressemeddelelsen på engelsk.

Nordic Entertainment Group (NENT Group), the Nordic region’s leading streaming company, has entered into an agreement with Telenor Group to combine its Viasat Consumer (satellite pay-TV and broadband-TV operations) with Canal Digital (satellite pay-TV). The combination will result in the parties each holding 50 percent of the shares of the new joint venture company and is expected to create substantial synergies and shareholder value, as well as provide an enhanced proposition for customers.

Highlights

• The combination generates a scale Nordic player with combined net sales of approximately SEK 7.6 billion and 1,257k subscribers at the end of June 30, 2019.
• The combination is expected to yield annual cost synergies of approximately SEK 650 million, with full effect from 2022. Furthermore, there are expected to be substantial sales synergies arising primarily from Viaplay upsell opportunities and reduced churn in the joint entity.
• Integration and other related costs are expected to total approximately SEK 900 million, and will be reported in the new joint venture.
• The joint venture will be reported as an associated company in NENT Group and Telenor, and is expected to distribute available cash to its shareholders.
• The combination is subject to EU regulatory approval and expected to be completed during the first half of 2020.

The rationale behind a consolidation in the Nordic satellite-TV segment has been clear for a long time. It will provide a simpler and more complete content offering, create substantial revenue and cost synergies, and enable sustained investment to stay competitive. The parties agree that an independent joint venture is the strategically preferred route to capture the synergies and create shareholder value. It will operate on an arm’s length basis from both companies, and will be an open platform providing content from multiple providers.

Comments on the agreement

Anders Jensen, NENT Group President and CEO: “We are very happy to announce this game-changing joint venture with Telenor. Combining Viasat Consumer and Canal Digital makes perfect sense. We are creating a large-scale TV operator that will create sustainable value for customers and owners, and be able to compete with large scale regional and local competitors. We have achieved complete alignment of interest through a 50/50 joint venture structure and a shared vision for brands, products and how to provide an even better consumer experience. This deal will drive significant shareholder value and it fits perfectly with our strategy to focus on the substantial opportunity we see in the fast-growing streaming sector. The new joint venture will be a major distribution partner for both our Viasat channels and Viaplay.”

Jørgen C. Arentz Rostrup, Telenor Group CFO: “The joint venture will combine the respective strengths of Canal Digital and Viasat Consumer, leveraging synergies for the benefits of our customers and shareholders. There is a compelling business rationale behind combining the DTH operations of Canal Digital and Viasat Consumer, with large synergies to be captured within areas including transponder capacity, IT and operating expenditure. The joint venture will use Telenor Satellite’s services on 1°West for DTH transmission, representing a solid foundation for Telenor Satellite’s broadcast operations.”

Synergy opportunities

The combination is expected to achieve annual cost synergies of approximately SEK 650 million, with full effect from 2022. The largest areas of synergies are expected to come from transponders, IT and SG&A related costs. The integration and other related costs needed to achieve these synergies are expected to be approximately SEK 900 million and to be incurred during 2020-2021. This primarily reflects the costs for migrating Viasat Consumer’s subscriber base to the Telenor Satellite platform.

Governance structure for the new joint venture

The company will be headquartered in Stockholm and Oslo. The Board of Directors will have an equal representation from Telenor and NENT Group, with a rotating chairmanship. The CEO will be Bjørn Ivar Moen (currently CEO of Canal Digital and Telenor Broadcast), and the CFO and Head of Operations will be Jonas Gustafsson (currently CEO of Viasat Consumer). Other key management positions will be jointly appointed and announced prior to the completion of the transaction.

Impact on NENT Group

After closing of the transaction, NENT Group will report its share of the net income of the joint venture as income from associated companies within its operating income. The transaction will give rise to a capital gain for NENT Group, which will be reported within Items Affecting Comparability. Upon closing, NENT Group will perform a purchase price allocation which likely will result in the identification of amortisable assets that will impact the income from the associated companies. The amounts are not known at the date of this release but will have no cash flow impact.