Acquisition of aufeminin.com Press Conference, Paris June 27, 2007 Dr. Andreas Wiele, Member of the Board Anne-Sophie Pastel, CEO, aufeminin.com
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Agenda Transaction Highlights Axel Springer Profile aufeminin.com Profile Transaction Structure Conclusion 3
Convincing transaction rationale 1. Acquisition of leading womens portal in Europe 2. Perfect fit with the core competencies of Axel Springer 3. Highly attractive advertising market segment 4. Track record of growth and profitability 5. Excellent platform for further digital growth 4
Transaction overview Share Purchase Agreement Takeover offer Process Axel Springer to acquire 41.4% in aufeminin.com from founders of company in two-step process Step 1: Founders selling 27.1% for 32.00 per share and contributing 14.3% to a company controlled by Axel Springer Step 2 : Axel Springer acquiring the 14.3% in 2008 against Axel Springer shares or cash with a value of 32.00 per share in aufeminin.com Axel Springer to launch mandatory takeover offer for all outstanding shares of aufeminin.com after closing of SPA Same offer price of 32.00 per share in cash Opportunity for shareholders to realise immediate and full value after significant share price progression of aufeminin.com in 2006 and 2007 German cartel authority clearance expected for end of July 2007 Closing of SPA transaction Start of takeover offer expected for September 2007 End of takeover offer expected for October 2007 5
Agenda Transaction Highlights Axel Springer Profile aufeminin.com Profile Transaction Structure Conclusion 6
Axel Springer leading European media company with substantial print and growing online reach Largest German newspaper publisher, No. 3 in magazines Total publications reach 55% of German population BILD family alone reaches 26 million readers All German publications reaching 16.2 million women (48%) Best positioned German print publisher in electronic media Large portfolio of leading online brands, online classified and online services as well as TV and broadcast Successful strategy focussed on profitable growth 2006: 2.4bn revenues, 374m EBITA, 9,733 employees 1) Source: IVW as of April 2007 7
EBITA and net income on historic record level EBITA ( m) Net Income ( m) 336 338 374 291 215 231 110 112 148 33 61-198 2001 2002 2003 2004 2005 2006 2001 2002 2003 2004 2005 2006 8
Clear strategy with traceable success Strategy Market leadership in Germanlanguage core business Creativity Internationalisation Profitable growth Entrepreneurship Digitisation Integrity Corporate values 9
International presence and activities in France France: Télé Magazine Vie Pratique Auto Plus (JV with Mondadori) 10
Online strategy Transfer of brands and competencies General interest portals Special interest portals Regional portals Transfer of classifieds Automotive Real estate Jobs New business models JV E-Commerce 11
Online strategy: Transfer of brands and core competences Special Interest Portals Women Cars Computer Finance TV Sport Organic Acquisitions 12
Why aufeminin? aufeminin.com is the largest European internet portal for women reaching more than 14.6 mill. unique users per month (May 2007, Comscore Mediametrix Panel) Womens media is the largest advertising segment with a share of 21% to 54% of respective national print markets Growing and profitable online business advancing Axel Springer s strategy of internationalization and digitization 13
Agenda Transaction Highlights Axel Springer Profile aufeminin.com Profile Transaction Structure Conclusion 14
Overview of aufeminin.com Founded in 1999 Headquartered in Paris, > 50 employees Listed on Euronext Paris since 2000 Leading women s portal in Europe with No.1 positions in 6 countries and No. 2 position in UK Total of 14.6 million unique users on all portals in May 2007 Revenues +54% to 13.4m in 2006, +87% in Q1/2007 EBIT +79% to 7.3m in 2006 15
Leading position in France No. 1 Women Portal Broad spectrum of online information, services and community Core themes: trends and fashion, beauty, fitness, health, and psychology High-end brand positioning Highly attractive for advertisers Strong relationships to a large number of major consumer brands 16
Successful business expansion in France No. 1 site for Girls No. 1 site for Cooking 17
Successful internationalization No. 1 in Germany No. 1 in Italy No. 2 in UK No. 1 in Spain 18
SmartAdServer: Proprietary technology with strong potential Proprietary AdServer technology Offered to agencies and site editors to manage online advertising campaign One of the market leaders in France used by more than 50 external customers USPs: excellent usability, strong commercial approach, and value for money Key technology with substantial international sales prospects 19
Highly attractive market dynamics All key markets of aufeminin.com with strong growth dynamics Online Advertising Market Growth 2005/2006 70% 65% Online advertising with growing market shares of total advertising market Among print media, womens market segment with highest share of advertising market 60% 50% 40% 30% 20% 10% 0% 25% Spain 37% UK 45% Italy 48% France Germany Source: Jupiter European Online Advertising Forecast 2005, Interactive Ad Bureau 20
Key drivers of growth 1. Build on domestic growth profile 2. Expand relationships with advertisers 3. Enhance growth dynamics in key European markets 21
Strong potential for further international growth Reach Brand building Marketing FR ES IT DE UK 22
Agenda Transaction Highlights Axel Springer Profile aufeminin.com Profile Transaction Structure Conclusion 23
Purchase of 41.4% stake in two-step transaction Founders of aufeminin.com Sale of 27.1% in aufeminin.com for 32.00 per share against cash at closing Axel Springer acquires stake in 2008 Contribution of 14.3% in aufeminin.com shares at closing Axel Springer NewCo controlled by Axel Springer Contribution of 27.1% in aufeminin.com shares at closing 24
Public takeover offer Axel Springer to launch mandatory public takeover offer following approval by German Cartel Office expected for end of July 2007 Offer price of 32.00 per share Premium of 17% over the volume-weighted average share price over the last six months. Represents a share price progression of 34% since the beginning of 2007. Provides shareholders of aufeminin.com with the opportunity to immediately realize the full value of their shares No minimum acceptance ratio 25
Share price development 52 weeks 26
Indicative Timeline 26th June Signing of agreement End of June Filing with the German Cartel Authority End of July Expected decision of German Cartel Authority Closing of Share Purchase Agreement Filing of offer with AMF September to October Offer period 27
Convincing transaction rationale 1. Acquisition of leading womens portal in Europe 2. Perfect fit with the core competencies of Axel Springer 3. Highly attractive advertising market segment 4. Track record of growth and profitability 5. Excellent platform for further digital growth 28