Investor Briefing. ADT Caps Acquisition. SK Telecom

Transcription

1 ADT Caps Acquisition SK Telecom

2 ADT Caps Acquisition Disclaimer This presentation contains forward-looking statements with respect to the results of operations and business of SK Telecom (the Company ) and plans and objectives of the management of the Company. The aforementioned forwardlooking statements are influenced by unknown risks, uncertainties and other factors which may change the actual results or performance of the Company. The Company does not make any representation or warranty, expressed or implied, as to the accuracy or completeness of the information contained in this management presentation, and nothing contained herein is, or shall be relied upon as, a promise or representation, whether as to the past or the future. Therefore, this presentation contained herein should not be utilized for any legal purposes in regards to investors investment results. The Company hereby expressly disclaims any and all liability for any loss or damage resulting from the investors reliance on the information contained herein. This presentation only speaks the information as of the date they are made, and the Company undertakes no obligation to update publicly any of them in light of new information or future events.

3 ADT Caps Acquisition Contents Highlights 3 Acquisition Structure 4 Snapshot of ADT Caps 5 Rationale 7 [Appendix] Condensed Financials of ADT Caps 9 2

4 Highlights SK Telecom and Macquarie to acquire Siren Holdings Korea for KRW,276bn Siren Holdings Korea ( ADT Caps ) owns 00% of Siren Investments Korea, which in turn owns 00% of ADT Caps SK Telecom will acquire control and 55% stake of ADT Caps for KRW 702bn, Macquarie will acquire 45% stake for KRW 574bn Existing debt will be refinanced with more favorable conditions including lower interest rates ADT Caps enterprise value of KRW 2.97tn is on par with valuation of industry peers based on a trading multiple of x EV/EBITDA Moderate compared to multiple(.7x) applied in M&As of major security companies As the second largest domestic security company with both growth potentials and solid earnings, ADT Caps will contribute to the consolidated earnings of SK Telecom going forward ADT Caps enjoyed a 4.% annual growth over the past three years and its operating margin for 207, at 20%, was highest in the industry The security industry is considered one of the pioneers of the 4th industrial revolution, abundant with opportunities which is why global ICT players are entering the industry Global ICT players including AT&T and Amazon are strengthening security businesses through M&As Our goal is for ADT Caps to become a next generation security company with enterprise value of KRW 4tn by 202, leveraging our New ICT expertise Offer a advanced Home Service with security service as its core Develop a comprehensive security infrastructure with AI, Big Data, IoT, and blockchain technologies to expand innovative security services and discover new business models 3

5 Acquisition Structure SK Telecom and Macquarie to jointly acquire 00% stake of Siren Holdings Korea from Carlyle at KRW,276bn (May 8, 208) Siren Holdings Korea ( ADT Caps ) owns 00% of Siren Investments Korea, which in turn owns 00% of ADT Caps SK Telecom will acquire control and 55% stake of ADT Caps for KRW 702bn, Macquarie will acquire 45% stake for KRW 574bn Existing debt to be refinanced with more favorable conditions, e.g. lower interest rates Acquisition Structure SKT Macquarie (KRW 702bn) (KRW 574bn) 55% 45% Acquisition price KRW,276bn SHK 00% stake Carlyle Refinancing SHK 2 Repayment Existing Debt 00% SIK 3 00% ADT Caps SHK and SIK to merge prior to deal completion, prices subject to change Macquarie Infrastructure and Real Assets 2 Siren Holdings Korea 3 Siren Investments Korea Enterprise value of ADT Caps at KRW 2.97tn, EV/EBITDA x Trading multiple ranges in 9x~x according to market prices of industry peers Moderate compared to multiple (.7x) applied in M&As of major security companies EV/EBITDA Valuations.0x 9.7x 8.7x.2x.7x ADT 캡스 Caps 인수 deal Multiple 적용 Multiple 에스원 SECOM ALSOK 주요보안기업 Average multiple of S- SECOM ALSOK major M&As 2 M&A Multiple 평균 S-(Korea), SECOM(Japan), ALSOK(Japan) (May 3, 208, Bloomberg) 2 Average M&A multiple of Tyco, ADT US, Verisure, etc. 4

6 Snapshot of ADT Caps. Industry overview Stable expected growth rate of 8% Low market penetration compared to developed countries such as the U.S. and Japan means greater growth potential, and demands in domestic Home and Commercial sectors are constantly growing Domestic physical security market Physical security market penetration 207 (KRW tn) CAGR 8.7% 5.5 CAGR 7.5% % Commercial 47% Home % 30% 5% 0.5% E (Source: Freedonia Research(207)) U.S. Japan Korea (Source: LEK Consulting, ADT Caps company data) Global ICT Players actively entering the security industry Security industry is evolving to an industry in demand of New ICT technologies Global ICT players are entering the industry to attain leadership in the Home market, dubbed the Next Platform Global ICT Players Entering the Security Industry Acquired icontrol, a security solutions company(206) Accumulated.mn subscribers in 207 since launching Home security business in 20 Acquired Xanboo, a video security company(200) Launched Digital Life (Home IoT+security), accumulated 500k subscribers Entered security industry by acquiring security device manufacturer Dropcam via Nest(204) Entered Home access security market by acquiring Ring, an IoT doorbell manufacturer(208) 5

7 Snapshot of ADT Caps 2. ADT Caps Second largest domestic security company with 570k subscribers Leading the domestic physical security industry, ADT Caps has accumulated 570k subscribers with nationwide security infrastructure and high level of brand reliability ADT Caps is the no.2 domestic security company by revenue market share(28%) ADT Caps business areas 207 Revenue market share Total Surveillance Manned Security Caps Unmanned security system, access control, mobile monitoring, Home Automation, network security, etc. Professional protection, private/government facility security NSOK KT Telecop 4% 2% 28% 56% ADT Caps S- System Integration Facility security platform, building maintenance solutions, etc. S-(Security business revenue), ADT Caps consolidated revenue, KT Telecop, NSOK non-consolidated revenue An entity with a stable revenue source and solid earnings Constant annual growth rate of 4.% over the past three years, with a stable earnings structure built on subscription-based revenues Efficient management resulting in highest operating margin level in the industry Financial results Operating margin comparisons 34% 36% 37% 8.4% 9.6% 9.9% ADT Caps (KRW bn) %.2% 0.4% 9.5%p gap S (2.2%) 0.8% 2.0% KT Telecop Revenues EBITDA EBITDA margin 6

8 Rationale. Our goals Evolve into a next generation security company fueled by New ICT Develop a comprehensive security infrastructure with AI, Big Data, IoT, and blockchain technologies and expand innovative services such as intelligent total surveillance and access control Create services such as AI solutions for unmanned stores, and IoT based care service for the elderly Integrate quantum-safe crypto solutions and the expertise of SK ICT information security to expand into a convergent security system that covers both online and offline spaces Next generation security service fueled by New ICT IoT sensing +AI control Comprehensive care service Traditional Security Service Labor intensive video monitoring New ICT-based Security Service Life & Property protection Route optimization Expand home service ecosystem 7

9 Rationale Advanced Home Service Leverage security service as a strategic asset for the Home market, dubbed the Next Platform Provide advanced Home services by offering comprehensive Home products and services such as appliances embedded with Smart Home platform, voice-recognition speakers(nugu), and security services Based on accumulated data, create new Home service opportunities by integrating with diverse areas such as medical services, everyday safety, and insurance Expansion of Home service Healthcare Everyday Safety Caps Commerce Contents 2. Growth targets Grow into a next generation security company with enterprise value of KRW 4tn by 202 Growth targets for 202 Expand New ICT portfolio Security Business Enterprise Value Media KRW 4.0 tn MNO Commerce Security KRW 2.97 tn IoT Core technologies and infrastructure (AI, Network, Cloud, Data) As-is 202E 8

10 [Appendix] Condensed Financials of ADT Caps A 00% owned subsidiary of Siren Investments Korea - Condensed Consolidated Balance Sheet (KRW bn) FY205 FY206 FY207 Current assets Cash and cash equivalents Short-term financial instruments Accounts receivable Other current assets Non-current assets Property, plant & equipment Intangible assets Other non-current assets Total assets Current liabilities Non-current liabilities Total liabilities Share capital Capital surplus Reserves (77.) (77.) (727.8) Retained earnings Total shareholders equity Total liabilities and shareholders equity Condensed Consolidated Income Statement (KRW bn) FY205 FY206 FY207 Total revenues Cost of goods sold Gross profit Operating expenses Operating profit Finance income Other non-operating income Other non-operating expenses Income before tax Income tax expense(benefit) (40.3) Net income