◻
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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*
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Not for trading, but only in connection with the listing on the Nasdaq Global Select Market of the American Depositary Shares (“ADSs”), with every two ADSs representing three class A ordinary shares, no par value, of the issuer.
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|
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**
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This CUSIP number applies to the issuer’s ADSs.
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1
|
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1
|
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5
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8
|
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25
|
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26
|
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26
|
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26
|
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29
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• |
Compulsory Acquisition. If
the Offer is completed and the 90% Threshold has been met, Purchaser intends to undertake a compulsory acquisition of the remaining Class A Ordinary Shares that are not owned, directly or indirectly, by
Purchaser and the Associates, in accordance with Division 4 of Part 13 of the Companies Ordinance (the “Compulsory Acquisition”).
This acquisition would not require any consent or other actions of the shareholders of the Company or holders of ADSs (other than as set out in the Compulsory Acquisition Notice, as defined below) and
would follow the Deposit Agreement Termination/Delisting.
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• |
Depositary Sale. If the Offer is completed, however, without the 90% Threshold being met, with respect to any ADSs that have not been surrendered for cancellation during the ADS Transitional Period in a Surrender/Withdrawal, the Depositary may, after the expiration of the
ADS Transitional Period and in accordance with the terms of the Deposit Agreement, sell any remaining Class A Ordinary Shares then held by it (which are represented by any ADSs that have not been surrendered for cancellation) in one or more
transactions (each a “Depositary Sale”) and after a Depositary Sale may hold uninvested the net proceeds of any such Depositary Sale, together with any other cash then held by it
under the Deposit Agreement, in an unsegregated account and without liability for interest for the pro rata benefit of the holders whose ADSs have not theretofore been surrendered for cancellation. The Depositary will promptly remit the
proceeds of any Depositary Sale, net of a cancellation fee of $0.05 per ADS payable to the Depositary and Hong Kong stamp duty of 0.1% of the value of the underlying Class A Ordinary Shares (with the remaining Hong Kong stamp duty of 0.1% of
the value of the underlying Class A Ordinary Shares borne by Purchaser in a Depositary Sale), to the holders of ADSs then outstanding through the payment mechanism of the Depository Trust Company. Any Depositary Sale would be at the sole
discretion of the Depositary. According to the Offer to Purchase, Purchaser has indicated to the Depositary that it would be willing to purchase Class A Ordinary Shares in any Depositary Sale that the Depositary elects to undertake, at the
Offer Price (without interest and subject to applicable fees and taxes).
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• |
Share Consolidation. If
the Offer is completed without meeting the 90% Threshold, and taking into account any Depositary Sales, there remain 300 or more Class A Ordinary Shares of record, Purchaser
may cause the Company, following completion of the Deposit Agreement Termination/Delisting, to effect a share consolidation (the “Share Consolidation,” and, together with
the Compulsory Acquisition and any Depositary Sale, as applicable, collectively, the “Second Step Options”) to reduce the number of holders of Class A
Ordinary Shares of record to below 300. Purchaser reserves the right, in any event, to undertake a Share Consolidation, whether or not one or more Depositary Sales are effected, if the Offer is completed, the 90% Threshold has not been met
and there remain 300 or more holders of Class A Ordinary Shares. The Share Consolidation would be subject to approval by the shareholders of the Company at an extraordinary general meeting of shareholders of the Company (a “General Meeting”). Purchaser would control sufficient votes on its own to convene a General Meeting and to approve the Share Consolidation.
|
Directors and Executive Officers
|
Position/Title
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Maojun Zeng
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Chairman of the Board
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Hengming Yang
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President, Chief Executive Officer and Director
|
Honghui Liao
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Chief Financial Officer and Director
|
Philippe Blatter
|
Vice Chairman of the Board; President and Chief Executive Officer of Infront Holding AG and its subsidiaries (the “Infront”) and Director
|
Yimin Gao
|
President and Chief Executive Officer of Wanda Sports Co., Ltd. and Director
|
Edwin Fung
|
Independent Director
|
Kenneth Jarrett
|
Independent Director
|
|
• |
the employment contracts certain executive officers of the Company have with Dalian Wanda Group Co., Ltd., an indirect parent company of Purchaser (“Dalian Wanda Group”);
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|
• |
the vested and unvested company options held by directors and executive officers of the Company;
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• |
the monthly compensation of $15,000 of each member of the Independent Board Committee in exchange for his services in such capacity; and
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• |
the continuation of service of the executive officers of the Company in positions that are substantially similar to their current positions.
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• |
the Independent Board Committee’s understanding of the Company’s industry, business, operations, financial condition, earnings, strategy and prospects of the Company (including the
risks involved in achieving these prospects), as well as the Company’s historical and projected financial performance;
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• |
the ongoing business challenges faced by the Company, including, among other things, (i) the dependence of the Company on the business of Infront following the disposal of the IRONMAN
business; (ii) the uncertainty for the Company to prolong its media rights contract with Lega Serie A, (iii) increased competition in target markets, such as China, where state-owned and private companies have emerged to take advantage of the
significant market opportunity created by attractive financial incentives and favorable regulatory environment provided by governments; and (iv) the ongoing impact of the COVID-19 pandemic on the operations of the Company and its business
partners;
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• |
that the ADSs having been trading at a price below the IPO price as a result of (i) the small market cap of the Company with a limited public float that (x) prevents certain
institutional investors from investing in the Company due to their internal policies and (y) makes the Company in general less attractive to institutional investors, (ii) limited research coverage of the Company leading to very little
guidance on the valuation of the Company; and (iii) lack of direct trading comparable of the Company resulting in a lack of valuation benchmarks for the Company;
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• |
the current and historical prices of the ADSs of the Company, including the fact that the per ADS Offer Price of $2.55 resulted in a premium of approximately 41.7% over the closing
price of the ADSs of the Company of $1.80 on September 29, 2020 (the unaffected share price prior to the public announcement of the Proposal), and approximately 33.5% over the volume weighted average price of the ADSs of the Company of $1.91
for the ten trading day period prior to the public announcement of the Proposal;
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• |
the potential risks to the Unaffiliated Security Holders in continuing to hold the Class A Ordinary Shares and/or ADSs after the Delisting due to the lack of any liquid market of Class
A Ordinary Shares and ADSs;
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• |
the Independent Board Committee’s consideration of the risks and lack of practicable potentiality of achieving greater value for the Unaffiliated Security Holders by pursuing strategic
alternatives to the Going Private Transactions, including continuing as an independent public company and pursuing the Company’s management plan, relative to the benefits of the Going Private Transactions, taking into account that, because
Purchaser currently beneficially owns approximately 70.4% of all the issued and outstanding Shares of the Company, which represent approximately 90.5% of the aggregate voting power of the Company, any alternative extraordinary transaction
would require approval by Purchaser;
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• |
the belief by the Independent Board Committee that the Offer Price was the highest price that could reasonably be obtained from Purchaser, that the terms set forth in the Offer to
Purchase were the most favorable terms Purchaser would be willing to agree to and that further negotiations would create a risk of causing Purchaser to abandon the Offer altogether or materially delay the completion of the Going Private
Transactions;
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• |
that Company will benefit from the reduction of additional administrative onus as well as the expenses, associated with being a public company, including the burdens of preparing
periodic reports under federal securities laws and the costs of maintaining investor relations staff and resources and complying with the Sarbanes-Oxley Act of 2002, which costs and expenses the Company
estimates to be, on an annualized and recurring basis, an aggregate amount of approximately US$7 million, enabling management to devote more of their time and energy to core business operations;
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• |
that, since the public announcement of the Proposal and the public announcement on October 23, 2020 of the engagement of Houlihan Lokey, none of the Company, the Independent Board
Committee or any of the Independent Board Committee’s legal and financial advisors received any inquiries from third parties relating to a potential alternative acquisition transaction with the Company;
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• |
that the Unaffiliated Security Holders will receive immediate cash for their Class A Ordinary Shares and ADSs and will therefore have immediate liquidity and receive certain value for
their shares at $1.70 per Class A Ordinary Share or $2.55 per ADS, particularly in light of (i) the relatively limited trading volume of the ADSs of the Company for the period prior to the Offer; (ii) lack of liquid market for Class A
Ordinary Shares and ADSs after the Deposit Agreement Termination; and (iii) the time needed for, and the uncertainty in relation to, the completion of Second Step Options;
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• |
the anticipated timing of the consummation of the Offer and the Going Private Transactions, and the structure of the Offer as a cash tender offer for all outstanding Class A Ordinary
Shares, which allows for the potential for closing in a relatively short timeframe;
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• |
that Unaffiliated Security Holders can choose to hold the Class A Ordinary Shares should they expect any increase in the Company’s future earnings or value subject to they remain
shareholders after the Share Consolidation;
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the likelihood that the Offer and the Going Private Transactions would be completed, based on, among other things, (a) the lack of any financing condition or minimum condition to the
Offer, and (b) Purchaser’s ability to control the process of the Second Step Options;
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• |
the recognition that, as a privately-held entity, the Company’s management may have greater flexibility to focus on improving the Company’s long-term financial performance without the
pressures caused by the public equity market’s valuation of the Company and emphasis on short-term period-to-period performance;
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the recognition that, as an SEC-reporting company, the Company is required to disclose a considerable amount of business information to the public, some of which would otherwise be
considered proprietary and competitively sensitive and would not be disclosed by a non-reporting company and which potentially may help the Company’s actual or potential competitors and customers compete against us or make it more difficult
for us to negotiate favorable terms with them, as the case may be;
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the recognition that, as an SEC-reporting company, the Company’s management and accounting staff, which comprises a handful of individuals, must devote significant time to SEC reporting
and compliance;
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the potential impact of the Holding Foreign Companies Accountable Act (the “HFCAA”), which has been signed into law on
December 18, 2020, or any other similar bills or legislations that may prohibit the Company’s ADSs from trading on the Nasdaq or other stock exchanges in the United States. The HFCAA would result in potential prohibitions on the trading of
the Company’s ADSs on the Nasdaq or other stock exchanges in the United States and trigger additional disclosures, if, as would be the case for all China-based U.S.-listed issuers, the Company’s financial statements have been audited by an
accounting firm branch or office that is not subject to the Public Company Accounting Oversight Board’s inspection for a period of three consecutive years;
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• |
the oral opinion of Houlihan Lokey, subsequently confirmed by delivery of a written opinion dated December 22, 2020 to the Independent Board Committee, to the effect that, as of such
date and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Houlihan Lokey as set forth in its written opinion, the
consideration of $1.70 per Class A Ordinary Share or $2.55 per ADS to be received by the Unaffiliated Security Holders pursuant to the Offer was fair, from a financial point of view, to the Unaffiliated Security Holders, as more fully
described in the section entitled ”Opinion of the Independent Board Committee’s Financial Advisor”; and
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• |
the terms and conditions of the Offer, including specifically (i) no minimum condition or financing condition to the Offer, (ii) the fact that Purchaser may provide the Subsequent
Offering Period and (iii) no ADS cancellation fee to be paid by ADS holders for ADSs they tendered in the Offer, which the Independent Board Committee considered to be reasonable and consistent with relevant precedent transactions.
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• |
the Committee Authorities granted to the Independent Board Committee by the Board to review and evaluate the terms and conditions of the Going Private Transactions or the Alternative
Transaction;
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• |
the Independent Board Committee consists solely of independent and disinterested directors;
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• |
the compensation provided to the members of the Independent Board Committee in respect of their services was not contingent on the Independent Board Committee reaching its
determinations, making its recommendations, or taking the any other action as described in this Schedule 14D-9;
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• |
the members of the Independent Board Committee will not personally benefit from the completion of the Going Private Transactions in a manner different from the Company’s Unaffiliated
Security Holders, except for indemnification, continuing directorship and directors’ liability insurance coverage and the receipt of fees for service on the Independent Board Committee;
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• |
the Independent Board Committee, with the assistance from Houlihan Lokey as its financial advisor and Skadden as its legal advisor, held multiple meetings to discuss and evaluate the
Proposed Transaction and each member of the Independent Board Committee was actively engaged in the process;
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• |
Purchaser did not participate in and did not have any influence on the deliberative process of, or the conclusions reached by, the Independent Board Committee or the negotiating
positions of the Independent Board Committee;
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• |
the financial and other terms and conditions of the Offer were the product of extensive negotiations between the Independent Board Committee, with the assistance of its financial and
legal advisors, on the one hand, and Purchaser and its representatives, on the other hand;
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• |
each of the Unaffiliated Security Holders will have sufficient time to make their decisions on whether or not to tender; and
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• |
each of the Unaffiliated Security Holders will be able to decide voluntarily whether or not to tender such holders’ Class A Ordinary Shares/ADSs and may elect to surrender ADSs and
withdraw Class A Ordinary Shares in a Surrender/Withdrawal.
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• |
the shareholder who tenders all its Class A Ordinary Shares/ADSs in the Offer or, if applicable, ceases to be a holder of Class A Ordinary Shares as a result of Second Step Options,
will cease to participate in the Company’s future earnings or growth, if any, and will not benefit from increases, if any, in the value of the Class A Ordinary Shares of the Company;
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• |
the Compulsory Acquisition to be effected pursuant to the Companies Ordinance would not require any approval by the Company’s shareholders at a General Meeting, such that the
Unaffiliated Security Holders would not therefore have the opportunity to vote on the Compulsory Acquisition;
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• |
no express appraisal rights in connection with the Compulsory Acquisition under the Companies Ordinance would be available to any remaining holder of Class
A Ordinary Shares, but the remaining holders of Class A Ordinary Shares would have the right to apply to the Court within two months after the date on which the Compulsory Acquisition Notices are given for an order to the contrary (i.e.,
that Purchaser would not be entitled and bound to acquire those Class A Ordinary Shares);
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• |
the significant portion of the voting power owned by Purchaser may have deterred other potentially interested parties from proposing to acquire the Company at a price that is higher
than the Offer Price;
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• |
the risk, in the event the Offer and/or the Going Private Transactions do not close, of the Company incurring substantial expenses related to the Offer and the Going Private
Transactions;
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• |
the possibility that, at some future time, Purchaser could sell some or all of the Company or its securities, businesses or assets to one or more purchasers at a valuation higher than
that available in the Offer, and that the Unaffiliated Security Holders who have tendered all their Class A Ordinary Shares/ADSs in the Offer or, if applicable, cease to be holders of Class A Ordinary Shares/ADSs as a result of Second Step
Options would not be able to participate in or benefit from such a sale;
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• |
the risk that, while the Offer and the Going Private Transactions are expected to be completed, there can be no guarantee that all Offer Conditions will be satisfied and, as a result,
it is possible that the Offer and the Going Private Transactions may not be completed;
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• |
the risks and costs to the Company of the pendency of the Offer and the Going Private Transactions or if the Offer and the Going Private Transactions do not close, including the
potential effect of the diversion of management and employee attention from the Company’s business, the substantial expenses which the Company will have incurred and the potential adverse effect on the relationship of the Company and its
subsidiaries with their respective employees, agents, customers and other business contacts;
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• |
the Unaffiliated Security Holders will not have the opportunity to vote on the Going Private Transactions if no Share Consolidation is needed, and even if the Share Consolidation is
needed, Purchaser already has sufficient voting power on its own to approve the Share Consolidation during a General Meeting;
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• |
the tender of Class A Ordinary Shares will be subject to Hong Kong stamp duty;
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• |
the receipt by shareholders of the Offer Consideration will be taxable transactions for U.S. federal income tax purposes as described under the section entitled “Certain United States Federal Income Tax Consequences” of the Offer to Purchase; and
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• |
certain of the Company’s officers and directors may have interests in the Offer and the Going Private Transactions that are different from, or in addition to, the interests of the
Company’s shareholders, including the vesting of share incentive awards held by officers, the interests of the Company’s directors and officers in being entitled to continued indemnification and insurance coverage from the Company and the
Company’s organizational and governing documents and other interests described under Item 3 above in the section entitled “Arrangements with the Company’s Directors and Executive Officers.”
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• |
determined that the Going Private Transactions are in the best interests of the Company and its shareholders, are fair to the Unaffiliated Security Holders; and
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• |
recommended that the Unaffiliated Security Holders accept the Offer and tender their Class A Ordinary Shares and/or ADSs to Purchaser pursuant to the Offer.
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• |
the Independent Board Committee’s unanimous determination, which the Board adopted, that it was in the best interests of the Company and its shareholders, and fair to Unaffiliated
Security Holders, and that the Unaffiliated Security Holders accept the Offer and tender their Class A Ordinary Shares and/or ADSs to Purchaser pursuant to the Offer; and
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• |
the procedural fairness of the transaction, including that the Going Private Transactions was negotiated by an Independent Board Committee consisting of two independent and
disinterested directors who are not affiliated with Parent or Purchaser and are not employees of the Company or any of its subsidiaries, that, to the knowledge of the Board after due inquiry, the members of the Independent Board Committee do
not have any material interest in the Offer or the other part of the Going Private Transactions different from, or in addition to, that of the Unaffiliated Security Holders other than their interests described in Item 3 above under the
caption “Arrangements with the Company’s Directors and Executive Officers,” and that the Independent Board Committee was advised by its own legal and financial advisors.
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• |
reviewed a draft dated December 18, 2020 of the Offer to Purchase;
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• |
reviewed certain publicly available business and financial information relating to the Company that Houlihan Lokey deemed to be relevant, including certain publicly available research
analyst estimates (and adjustments thereto) with respect to the future financial performance of the Company;
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• |
reviewed certain information relating to the historical, current and future operations, financial condition and prospects of the Company made available to Houlihan Lokey by the Company,
including financial projections (and adjustments thereto) prepared by the management of the Company relating to the Company for the fiscal years ending 2020 through 2024 (the “Management
Projections”);
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• |
spoken with certain members of the management of the Company regarding the respective businesses, operations, financial condition and prospects of the Company, the Going Private
Transactions and related matters;
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• |
compared the financial and operating performance of the Company with that of other public companies that Houlihan Lokey deemed to be relevant;
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• |
reviewed the current and historical market prices and trading volume for certain of the Company’s publicly traded securities, and the current and historical market prices and trading
volume of the publicly traded securities of certain other companies that Houlihan Lokey deemed to be relevant;
|
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• |
reviewed certificates and/or confirmation emails addressed to Houlihan Lokey from senior management of the Company which contains, among other things, representations regarding the
accuracy of the information, data and other materials (financial or otherwise) provided to, or discussed with, Houlihan Lokey by or on behalf of the Company; and
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• |
conducted such other financial studies, analyses and inquiries and considered such other information and factors as Houlihan Lokey deemed appropriate.
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• |
Enterprise Value — generally, the value as of a specified date of the relevant company’s outstanding equity securities (taking into account outstanding options and other securities
convertible, exercisable or exchangeable into or for equity securities of the company) plus the amount of its net debt (the amount of its outstanding indebtedness, capital lease obligations and non-controlling interests less the amount of
cash and cash equivalents on its balance sheet) less the amount of its equity-method investments.
|
|
• |
Adjusted EBITDA — generally, the amount of the relevant company’s earnings before interest, taxes, depreciation, and amortization for a specified time
period adjusted for certain non-recurring items.
|
|
• |
Enterprise value as a multiple of estimated calendar year (“CY”) 2021 Adjusted EBITDA.
|
|
• |
Enterprise value as a multiple of estimated CY 2022 Adjusted EBITDA.
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|
• |
Enterprise value as a multiple of average estimated CY 2021 to CY 2024 Adjusted EBITDA.
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• |
Advertising Agency Selected Companies
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|
o |
Cheil Worldwide Inc.
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|
o |
Dentsu Group Inc.
|
|
o |
Omnicom Group Inc.
|
|
o |
Publicis Groupe S.A.
|
|
o |
The Interpublic Group of Companies, Inc.
|
|
o |
WPP plc
|
|
• |
TV Network Selected Companies
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|
o |
Discovery, Inc.
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|
o |
Fox Corporation
|
|
o |
MSG Networks Inc.
|
|
o |
ViacomCBS Inc.
|
|
• |
TV Broadcasting Selected Companies
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|
o |
ITV plc
|
|
o |
Mediaset S.p.A.
|
|
o |
Nexstar Media Group, Inc.
|
|
o |
Sinclair Broadcast Group, Inc.
|
|
o |
TEGNA Inc.
|
|
o |
Télévision Française 1 Société anonyme
|
Management Projections(1)
|
||||||||||||||||||||
Fiscal Year Ending December 31,
|
||||||||||||||||||||
2020E
|
|
2021E
|
|
2022E
|
|
2023E
|
|
2024E
|
|
|||||||||||
(€ in millions, except for percentage)
|
||||||||||||||||||||
Revenues, Net
|
477.1
|
738.2
|
891.0
|
777.2
|
758.8
|
|||||||||||||||
Growth
|
N/A
|
54.8
|
%
|
20.7
|
%
|
(12.8
|
%)
|
(2.4
|
%)
|
|||||||||||
Cost of Sales
|
(316.7
|
)
|
(499.3
|
)
|
(625.0
|
)
|
(529.8
|
)
|
(502.0
|
)
|
||||||||||
Gross Profit
|
160.4
|
238.9
|
266.0
|
247.3
|
256.7
|
|||||||||||||||
Personnel Expenses
|
(94.7
|
)
|
(129.2
|
)
|
(136.1
|
)
|
(131.4
|
)
|
(136.2
|
)
|
||||||||||
Selling, Office & Administrative Expenses
|
(36.6
|
)
|
(42.8
|
)
|
(42.8
|
)
|
(44.5
|
)
|
(46.0
|
)
|
||||||||||
Other Operating Income/(Expenses), Net(3)
|
17.1
|
0.8
|
0.8
|
0.8
|
0.7
|
|||||||||||||||
Total Adjustments(4)
|
8.2
|
0.0
|
0.0
|
0.0
|
0.0
|
|||||||||||||||
Total Operating Expenses
|
(106.0
|
)
|
(171.2
|
)
|
(178.2
|
)
|
(175.2
|
)
|
(181.5
|
)
|
||||||||||
Adjusted EBITDA
|
54.4
|
67.8
|
87.8
|
72.1
|
75.2
|
|||||||||||||||
Growth
|
(54.5
|
%)
|
24.7
|
%
|
29.5
|
%
|
(17.8
|
%)
|
4.2
|
%
|
||||||||||
Depreciation & Amortization
|
(22.7
|
)
|
(22.6
|
)
|
(23.2
|
)
|
(22.6
|
)
|
(21.2
|
)
|
||||||||||
Adjusted EBIT
|
31.7
|
45.2
|
64.6
|
49.5
|
54.0
|
(1) |
The projections include the prolongation of the current media rights
contract by Infront with Lega Serie A after the 2020/21 season. For more information in this regard, reference is made to the Form 20-F. It has been reported that in November 2020, the board of Lega Serie A approved a sale to private equity
investors of a 10% stake in a new entity that will manage the league's media rights. As a result, it is expected that Infront's current media rights contract with Lega Serie A will not be prolongated after the 2020/2021 season ends. While
Infront expects that it will cease providing Italy's domestic media rights services to Lega Serie A after the expiration of its current media rights contract (which contributes a significant portion of the revenue generated under the
current contract), it remains uncertain whether Infront will be able to enter into any new contract(s) to continue to provide other media rights services to Lega Serie A and/or the new entity after the 2020/2021 season.
|
(2) |
Figures primarily relate to rental income, bad debt expense, insurance refunds, among other items.
|
(3) |
Represents other one-time expenses, including acquisition-related expenses, extraordinary customer termination costs and re-measurement of contingent consideration,
among other items.
|
Management Projections(1)
|
||||||||||||||||||||
Fiscal Year Ending December 31,
|
||||||||||||||||||||
2020E(2)
|
2021E
|
2022E
|
2023E
|
2024E
|
||||||||||||||||
(€ in millions, except for percentage)
|
||||||||||||||||||||
Revenues, Net
|
170.4
|
738.2
|
891.0
|
777.2
|
758.8
|
|||||||||||||||
Growth
|
N/A
|
54.8
|
%
|
20.7
|
%
|
(12.8
|
%)
|
(2.4
|
%)
|
|||||||||||
Cost of Sales
|
(141.9
|
)
|
(499.3
|
)
|
(625.0
|
)
|
(529.8
|
)
|
(502.0
|
)
|
||||||||||
Personnel Expenses
|
(19.6
|
)
|
(129.2
|
)
|
(136.1
|
)
|
(131.4
|
)
|
(136.2
|
)
|
||||||||||
Selling, Office & Administrative Expenses
|
(14.9
|
)
|
(42.8
|
)
|
(42.8
|
)
|
(44.5
|
)
|
(46.0
|
)
|
||||||||||
Other Operating Income/(Expenses), Net(3)
|
3.3
|
0.8
|
0.8
|
0.8
|
0.7
|
|||||||||||||||
Adjusted EBITDA
|
(2.8
|
)
|
67.8
|
87.8
|
72.1
|
75.2
|
||||||||||||||
Depreciation & Amortization
|
(5.6
|
)
|
(22.6
|
)
|
(23.2
|
)
|
(22.6
|
)
|
(21.2
|
)
|
||||||||||
Adjusted EBIT
|
(8.3
|
)
|
45.2
|
64.6
|
49.5
|
54.0
|
||||||||||||||
Taxes(4)
|
2.2
|
(11.8
|
)
|
(16.8
|
)
|
(12.9
|
)
|
(14.0
|
)
|
|||||||||||
Unlevered Earnings
|
(6.2
|
)
|
33.5
|
47.8
|
36.6
|
40.0
|
||||||||||||||
Capital Expenditures
|
(4.6
|
)
|
(13.3
|
)
|
(7.6
|
)
|
(7.8
|
)
|
(7.9
|
)
|
||||||||||
Depreciation & Amortization
|
5.6
|
22.6
|
23.2
|
22.6
|
21.2
|
|||||||||||||||
Unlevered Free Cash Flows
|
(5.2
|
)
|
42.7
|
63.4
|
51.5
|
53.3
|
(1) |
The projections include the prolongation of the current media rights contract by Infront with Lega Serie A after the 2020/21 season. For more information in this
regard, reference is made to the Form 20-F. It has been reported that in November 2020, the board of Lega Serie A approved a sale to private equity investors of a 10% stake in a new entity that will manage the league's media rights. As a
result, it is expected that Infront's current media rights contract with Lega Serie A will not be prolongated after the 2020/2021 season ends. While Infront expects that it will cease providing Italy's domestic media rights services to Lega
Serie A after the expiration of its current media rights contract (which contributes a significant portion of the revenue generated under the current contract), it remains uncertain whether Infront will be able to enter into any new
contract(s) to continue to provide other media rights services to Lega Serie A and/or the new entity after the 2020/2021 season.
|
(2) |
Represents projected remaining 2020E results based on YTD results as of September 30, 2020.
|
(3) |
Figures primarily relate to rental income, bad debt expense, insurance refunds, among other items.
|
(4) |
Tax rate at 26.0%.
|
(5) |
Certain segments and expenses are not cyclical in nature and expected 2024E performance as a representative level.
|
(6) |
Two-year average used to account for variation in Personnel Expenses in the projection period.
|
Scenario
|
ADS cancellation fee(1)
|
Hong Kong stamp duty(2)
|
Fees and taxes to be paid by Purchaser
|
If tender in the Offer:
|
|||
ADSs
|
No cancellation fee borne by holder
|
No Hong Kong stamp duty borne by holder
|
ADS cancellation fee and Hong Kong stamp duty borne by Purchaser when surrendering ADSs for cancellation
|
Class A Ordinary Shares
|
N/A
|
Half of the Hong Kong stamp duty borne by holder
|
Remaining half of the Hong Kong stamp duty borne by Purchaser
|
Surrender / Withdrawal
|
Cancellation fee borne by holder
|
Hong Kong stamp duty borne by holder
|
N/A
|
Depositary Sale
|
Cancellation fee borne by holder
|
Half of the Hong Kong stamp duty borne by holder
|
Remaining half of the Hong Kong stamp duty borne by purchaser of Class A Ordinary Shares in the applicable Depositary Sale
|
Compulsory Acquisition
|
|||
ADSs
|
Cancellation fee borne by holder
|
Half of the Hong Kong stamp duty borne by holder
|
Remaining half of the Hong Kong stamp duty borne by Purchaser
|
Class A Ordinary Shares
|
N/A
|
Half of the Hong Kong stamp duty borne by holder
|
Remaining half of the Hong Kong stamp duty borne by Purchaser
|
Share Consolidation
|
|||
Fractional Class A Ordinary Shares
|
N/A
|
Half of the Hong Kong stamp duty borne by holder
|
Remaining half of the Hong Kong stamp duty borne by Purchaser
|
(a)(1)(A)
|
|
(a)(1)(B)
|
|
(a)(1)(C)
|
|
(a)(1)(D)
|
|
(a)(1)(E)
|
|
(a)(1)(F)
|
|
(a)(1)(G)
|
|
(a)(5)(A)
|
|
(a)(5)(B)
|
|
(a)(5)(C)
|
|
(e)(1)
|
|
(e)(2)
|
|
(g)
|
Not applicable.
|
|
Wanda Sports Group Company Limited
|
||
|
|
||
|
By:
|
/s/ Edwin FUNG
|
|
|
|
Name: Edwin FUNG
Title: Member of the Independent Board Committee |
|
1. |
reviewed the draft dated December 18, 2020 of the offer to purchase which is an exhibit to the Schedule TO to be filed by the Parent and the Purchaser (the “Offer to Purchase”);
|
|
2. |
reviewed certain publicly available business and financial information relating to the Company that we deemed to be relevant, including certain
publicly available research analyst estimates (and adjustments thereto) with respect to the future financial performance of the Company;
|
|
3. |
reviewed certain information relating to the historical, current and future operations, financial condition and prospects of the Company made available to us by the Company, including
financial projections (and adjustments thereto) prepared by the management of the Company relating to the Company for the fiscal
years ending 2020 through 2024;
|
|
4. |
spoken with certain members of the management of the Company regarding the respective businesses, operations, financial condition and prospects
of the Company, the Transaction and related matters;
|
|
5. |
compared the financial and operating performance of the Company with that of other public companies that we deemed to be relevant;
|
|
6. |
reviewed the current and historical market prices and trading volume for certain of the Company’s publicly traded securities, and the current and historical market prices and trading
volume of the publicly traded securities of certain other companies that we deemed to be relevant;
|
|
7. |
reviewed certificates and/or confirmation emails addressed to us from senior management of the Company which contains, among other things,
representations regarding the accuracy of the information, data and other materials (financial or otherwise) provided to, or discussed with, us by or on behalf of the Company; and
|
|
8. |
conducted such other financial studies, analyses and inquiries and considered such other information and factors as we deemed appropriate.
|
|
(1) |
If, in the case of a takeover offer that does not relate to shares of different classes, the offeror has, by virtue of acceptances of the offer, acquired, or contracted unconditionally
to acquire, at least 90% in number of the shares to which the offer relates, the offeror may give notice to the holder of any other shares to which the offer relates that the offeror desires to acquire those shares.
|
|
(2) |
If, in the case of a takeover offer that relates to shares of different classes, the offeror has, by virtue of acceptances of the offer, acquired, or contracted unconditionally to
acquire, at least 90% in number of the shares of any class to which the offer relates, the offeror may give notice to the holder of any other shares of that class to which the offer relates that the offeror desires to acquire those shares.
|
|
(3) |
If, in the case of a takeover offer that does not relate to shares of different classes, the offeror has, by virtue of acceptances of the offer, acquired, or contracted unconditionally
to acquire, less than 90% in number of the shares to which the offer relates, the offeror may apply to the Court for an order authorizing the offeror to give notice to the holder of any other shares to which the offer relates that the offeror
desires to acquire those shares.
|
|
(4) |
If, in the case of a takeover offer that relates to shares of different classes, the offeror has, by virtue of acceptances of the offer, acquired, or contracted unconditionally to
acquire, less than 90% in number of the shares of any class to which the offer relates, the offeror may apply to the Court for an order authorizing the offeror to give notice to the holder of any other shares of that class to which the offer
relates that the offeror desires to acquire those shares.
|
|
(5) |
The Court may, on application under subsection (3) or (4), make the order if it is satisfied that—
|
|
(a) |
after reasonable enquiry, the offeror has been unable to trace one or more of the persons holding shares to which the takeover offer relates;
|
|
(b) |
had the person, or all those persons, accepted the takeover offer, the offeror would have, by virtue of acceptances of that offer, acquired, or contracted unconditionally to acquire, at
least 90% in number of the shares, or the shares of any class, to which that offer relates; and
|
|
(c) |
the consideration offered is fair and reasonable.
|
|
(6) |
The Court must not make the order unless it is satisfied that it is just and equitable to do so having regard to all the circumstances and, in particular, to the number of holders of
shares who have been traced but who have not accepted the takeover offer.
|
|
(7) |
If the Court makes an order authorizing the offeror to give notice to the holder of any shares, the offeror may give notice to that holder.
|
|
(1) |
A notice to a holder of shares under section 693—
|
|
(a) |
must be given in the specified form; and
|
|
(b) |
must be given to the holder before whichever is the earlier of the following—
|
|
(i) |
the end of the period of 3 months beginning on the day after the end of the offer period of the takeover offer;
|
|
(ii) |
the end of the period of 6 months beginning on the date of the takeover offer.
|
|
(2) |
The notice must be given to the holder of shares—
|
|
(a) |
by delivering it personally to that holder in Hong Kong;
|
|
(b) |
by sending it by registered post to that holder to—
|
|
(i) |
an address of that holder in Hong Kong registered in the books of the company; or
|
|
(ii) |
if there is no such address, an address in Hong Kong supplied by that holder to the company for the giving of notice to that holder; or
|
|
(3) |
An offeror may apply to the Registrar for directions regarding the manner in which the notice is to be given to a holder of shares if—
|
|
(a) |
there is no address of the holder in Hong Kong registered in the books of the company; and
|
|
(b) |
the holder has not supplied to the company an address in Hong Kong for the giving of notice to the holder.
|
|
(4) |
If the takeover offer gives the holder of shares a choice of consideration, the notice—
|
|
(a) |
must give particulars of the choices;
|
|
(b) |
must state that the holder may, within 2 months after the date of the notice, indicate the holder’s choice by a letter sent to the offeror at an address specified in the notice; and
|
|
(c) |
must state which consideration specified in the offer will apply if the holder does not indicate a choice.
|
|
(5) |
If the takeover offer provides that the holder of shares is to receive shares in or debentures of the offeror, with an option to receive some other consideration to be provided by a
third party instead, the offeror may indicate in the notice that the terms of the takeover offer include the option.
|
|
(6) |
If the offeror does not indicate in the notice that the terms of the takeover offer include the option, the offeror may offer in the notice a corresponding option to receive some other
consideration to be provided by the offeror.
|
|
(7) |
For the purposes of subsection (5), consideration is to be regarded as being provided by a third party if it is made available to the offeror on terms that it is to be used by the
offeror as consideration for the takeover offer.
|
|
(1) |
This section applies if a notice is given under section 693 to the holder of any shares.
|
|
(2) |
Unless the Court makes an order under subsection (3), the offeror is entitled and bound to acquire the shares on the terms of the takeover offer.
|
|
(3) |
The Court may, on application by the holder made within 2 months after the date on which the notice was given, order that—
|
|
(a) |
the offeror is not entitled and bound to acquire the shares; or
|
|
(b) |
the offeror is entitled and bound to acquire the shares on the terms specified in the order.
|
|
(4) |
For the purposes of subsection (2)—
|
|
(a) |
if the takeover offer falls within section 694(4), the terms of the takeover offer are to be regarded as including the particulars and statements included in the notice for the purposes
of that section;
|
|
(b) |
if the takeover offer falls within section 694(5), the terms of the takeover offer are to be regarded as not including the option unless the offeror indicates otherwise in the notice;
and
|
|
(c) |
if, within 2 months after the date of the notice, the holder of the shares, by a letter sent to the offeror at an address specified in the notice, exercises the corresponding option
offered under section 694(6), the terms of the takeover offer are to be regarded as including the corresponding option.
|
|
(1) |
If, by virtue of section 695(2), an offeror is entitled and bound to acquire any shares in a company, the offeror must comply with subsection (3) within 2 months after the date of the
notice.
|
|
(2) |
If an application for the purposes of section 695(3) is pending at the end of those 2 months, the offeror must comply with subsection (3) as soon as practicable after the application
has been disposed of, unless the Court orders that the offeror is not entitled and bound to acquire the shares.
|
|
(3) |
The offeror—
|
|
(a) | must send to the company— |
|
(i) |
a copy of the notice under section 693; and
|
|
(ii) |
an instrument of transfer of the shares to which the notice relates, executed on behalf of the holder of the shares by a person appointed by the offeror; and
|
|
(b) |
must pay or transfer to the company the consideration for the shares to which the notice relates.
|
|
(4) |
Subsection (3)(a)(ii) does not require the offeror to send to the company an instrument of transfer of any shares for which a share warrant is for the time being outstanding.
|
|
(1) |
On receiving any consideration under section 696(3)(b) in respect of any shares, the company must hold the consideration on trust for the person who, before the offeror acquired the
shares, was entitled to them.
|
|
(2) |
If the consideration consists of any money, the company must deposit the money into a separate interest-bearing bank account.
|
|
(3) |
The company must not pay out or deliver the consideration to any person claiming to be entitled to it unless the person produces to the company—
|
|
(a) |
the share certificate or other evidence of title to the shares; or
|
|
(b) |
an indemnity to the company’s satisfaction.
|
|
(1) |
This section applies if—
|
|
(a) |
the person entitled to the consideration held on trust under section 698(1) cannot be found;
|
|
(b) |
the company has made reasonable enquiries at reasonable intervals to find that person; and
|
|
(c) |
12 years have elapsed since the consideration was received, or the company is wound up.
|
|
(2) |
The company, or if the company is wound up, the liquidator, must sell—
|
|
(a) |
any consideration other than cash; and
|
|
(b) |
any benefit other than cash that has accrued from the consideration.
|
|
(3) |
The company, or if the company is wound up, the liquidator, must pay into court a sum representing—
|
|
(a) |
the consideration so far as it is cash;
|
|
(b) |
the proceeds of any sale under subsection (2); and
|
|
(c) |
any interest, dividend or other benefit that has accrued from the consideration.
|
|
(4) |
The trust terminates on the payment being made under subsection (3).
|
|
(5) |
The expenses of the following may be paid out of the consideration held on trust—
|
|
(a) |
the enquiries mentioned in subsection (1)(b);
|
|
(b) |
the sale mentioned in subsection (2);
|
|
(c) |
the proceedings relating to the payment into court mentioned in subsection (3).
|
|
(1) |
A limited company may alter its share capital in any one or more of the ways set out in subsection (2).
|
|
(2) |
The company may—
|
|
(a) |
increase its share capital by allotting and issuing new shares in accordance with this Part;
|
|
(b) |
increase its share capital without allotting and issuing new shares, if the funds or other assets for the increase are provided by the members of the company;
|
|
(c) |
capitalize its profits, with or without allotting and issuing new shares;
|
|
(d) |
allot and issue bonus shares with or without increasing its share capital;
|
|
(e) |
convert all or any of its shares into a larger or smaller number of shares;
|
|
(f) |
cancel shares—
|
|
(i) |
that, at the date the resolution for cancellation is passed, have not been taken or agreed to be taken by any person; or
|
|
(ii) |
that have been forfeited.
|
|
(3) |
A limited company may alter its share capital as referred to in subsection (2)(e) or (f) only by resolution of the company.
|
|
(4) |
A resolution referred to in subsection (3) may authorize the company to exercise the power—
|
|
(a) |
on more than one occasion;
|
|
(b) |
at a specified time or in specified circumstances.
|
|
(5) |
Any amount remaining unpaid on shares being converted under subsection (2)(e) is to be divided equally among the replacement shares.
|
|
(6) |
If shares are cancelled under subsection (2)(f), the company must reduce its share capital by the amount of the shares cancelled.
|
|
(7) |
For the purposes of Part 5, a cancellation of shares under this section is not a reduction of share capital.
|
EXHIBIT (a)(5)(B)
Project Wing PRELIMINARY DISCUSSION MATERIALS FOR THE SPECIAL COMMITTEE DECEMBER 4, 2020 PRELIMINARY AND CONFIDENTIAL | SUBJECT TO FURTHER REVIEW AND REV ISION
Preliminary and Confidential | Subject to Further Review and Revision Table of Contents 2 Page 1. Executive Summary 3 2. Preliminary Financial Analyses 8 3. Selected Public Market Observations 16 Illustrative Impact of COVID - 19 17 Selected Trading Information 23 Selected WSG Equity Research Observations 31 4. Appendices 36 Selected Benchmarking Information 37 Glossary 43 5. Disclaimer 45
Page 1. Executive Summary 3 2. Preliminary Financial Analyses 8 3. Selected Public Market Observations 16 4. Appendices 36 5. Disclaimer 45
Preliminary and Confidential | Subject to Further Review and Revision Wanda Sports Group Company Limited ( NasdaqGS:WSG ) (“Wanda Sports Group”, “WSG” or the “Company”) is a publicly traded company incorporated in Hong Kong with a market capitalization of $324.2 1 million that operates as a sports events, media and marketing platform. The Company operates in three segments: ( i ) Spectator Sports, (ii) Digital, Production, Sports Solutions (“DPSS”) and (iii) Mass Participation. On September 30, 2020, Wanda Sports Group’s board of directors (the “Board”) received a preliminary non - binding proposal letter from Wanda Sports & Media (Hong Kong) Holding Co. Limited (collectively with its affiliates, the “Buyer”), a wholly - owned subsidiary of Dalian Wanda Group Co. Ltd., to acquire all of the Class A ordinary shares of the Company (the “Class A Ordinary Shares”), including American depositary shar es representing Class A Ordinary Shares (“ADSs”, with every two ADSs representing three Class A Ordinary Shares), for $2.50 per ADS, or $1.67 per Cla ss A Ordinary Share, in cash (the “Proposal”). The Buyer beneficially owns all Class B ordinary shares of the Company, representing approximately 70.4% of all the issued an d o utstanding shares of the Company and approximately 90.5% of the aggregate voting power of the Company. Per the preliminary non - binding proposal letter as publicly filed, the Buyer intends to finance the Proposal with equity investm ents or loans provided by the Buyer’s affiliates or other parties. On October 6, 2020, the Company announced that its Board had formed an independent committee comprising of the Company’s inde pen dent directors (the “Special Committee”) to consider the Proposal as well as other alternatives that may be available to the Company . On October 21, 2020, Houlihan Lokey (China) Limited was retained by the Special Committee to render a written opinion (the “Opinion”), if requested, as to whether the consideration to be received by the unaffiliated shareholders of Wanda Sports Group is fair to them from a fin anc ial point of view. Skadden, Arps, Slate, Meagher & Flom LLP was engaged as the U.S. Counsel to the Special Committee. Sources: Company management, public filings, Capital IQ. 1. As of 11/30/2020. Executive Summary Situation Overview 4
Preliminary and Confidential | Subject to Further Review and Revision (USD, EUR and ADS in millions, except per ADS values) Preliminary Implied Premiums to Historical Unaffected Closing ADS Trading Prices Preliminary Summary of Proposal Value Executive Summary Preliminary Proposal Overview (USD per ADS in actuals) Sources: Company management, public filings, Capital IQ. 1. Based on (i) 208.7 million common shares outstanding and (ii) the net dilutive impact of 5.6 million outstanding options exer cis able into common shares based on the treasury method, per Company management. Common share to ADS conversion ratio of 3 - 2, per Company management. 2. Represents book value of Company’s investments into equity, debt and convertible debt instruments as of 9/30/2020. 3. Represents book value of investments in companies in which the Company has a significant influence but does not have control as of 9/30/2020. 4. Represents receivables due from and payables due to related parties as of 9/30/2020. 5. Represents unfunded liabilities associated with the Company’s defined benefit pension plan and termination benefits as of 9/3 0/2 020. 6. Represents book value as of 9/30/2020 of contingent consideration associated with prior acquisitions. 7. Represents book value of liabilities associated with certain legal matters, compensation related to fraudulent activities and re structuring liabilities as of 9/30/2020. 8. Per Capital IQ. Preliminary Implied Premium Unaffected Average Closing / of Per ADS Proposal Trading Period Closing Consideration over Average as of 9/29/2020 ADS Price [8] Closing / Closing ADS Price 1-Day Closing $1.80 38.9% 5-Day Average Closing $1.83 36.3% 10-Day Average Closing $1.90 31.8% 1-Month Average Closing $1.95 28.0% 3-Month Average Closing $2.04 22.4% 6-Month Average Closing $2.22 12.8% 1-Year Average Closing $2.69 (7.0%) 52-Week High - 2/19/20 Closing $4.79 (47.8%) 52-Week Low - 3/19/20 Closing $1.44 73.6% Selected Preliminary Proposal Information Per ADS Proposal Consideration $2.50 ADS Equivalent Outstanding [1] 142.9 Preliminary Implied Proposal Equity Value (USD) $357.2 USD to EUR Exchange Rate as of 11/30/2020 0.84 Preliminary Implied Proposal Equity Value (EUR) € 298.9 Cash and Cash Equivalents as of 9/30/2020 (151.7) Investment in Debt & Equity Instruments as of 9/30/2020 [2] (9.5) Investment in Associates and Joint Ventures as of 9/30/2020 [3] (3.6) Related Party Receivables as of 9/30/2020 [4] (114.4) Total Debt as of 9/30/2020 409.5 Long Term Payroll Payables as of 9/30/2020 [5] 16.3 Contingent Consideration as of 9/30/2020 [6] 27.9 Provisions as of 9/30/2020 [7] 10.2 Related Party Liabilities as of 9/30/2020 [4] 4.4 Non-Controlling Interest as of 9/30/2020 2.3 Preliminary Implied Proposal Enterprise Value (EUR) € 490.4 Preliminary Implied Proposal Multiples Corresponding Implied Adjusted EBITDA Base Amount Multiple CY 2019 € 119.5 4.1x LTM Ended 9/30/2020 € 90.4 5.4x CY 2020E € 54.4 9.0x CY 2021E € 67.8 7.2x CY 2022E € 87.8 5.6x CY 2023E € 72.1 6.8x CY 2024E € 75.2 6.5x CY 2021E - CY 2024E Average € 75.7 6.5x 5
Preliminary and Confidential | Subject to Further Review and Revision Executive Summary Illustrative Premiums / (Discounts) to Historical Unaffected ADS Prices Sources: Capital IQ and public filings. 1. Represents the last full trading day prior to receipt and announcement of the Proposal on 9/30/2020. 2. Per Capital IQ Implied Premiums / (Discounts) of Illustrative Proposal Prices to Historical Unaffected ADS Prices (USD in actuals) 6 Illustrative Proposal Price per ADS Price $2.50 $2.60 $2.70 $2.80 $2.90 $3.00 $3.10 $3.20 $3.30 $3.40 $3.50 Premium to Proposal Price at $2.50 per ADS -- 4.0% 8.0% 12.0% 16.0% 20.0% 24.0% 28.0% 32.0% 36.0% 40.0% Unaffected Trading Period Average Closing as of 9/29/2020 [1] ADS Price [2] 1-Day Closing $1.80 38.9% 44.4% 50.0% 55.6% 61.1% 66.7% 72.2% 77.8% 83.3% 88.9% 94.4% 5-Day Average Closing $1.83 36.3% 41.8% 47.2% 52.7% 58.1% 63.6% 69.0% 74.5% 79.9% 85.4% 90.8% 10-Day Average Closing $1.90 31.8% 37.1% 42.3% 47.6% 52.9% 58.1% 63.4% 68.7% 74.0% 79.2% 84.5% 1-Month Average Closing $1.95 28.0% 33.1% 38.2% 43.3% 48.5% 53.6% 58.7% 63.8% 68.9% 74.1% 79.2% 3-Month Average Closing $2.04 22.4% 27.3% 32.2% 37.1% 42.0% 46.9% 51.8% 56.7% 61.6% 66.5% 71.4% 6-Month Average Closing $2.22 12.8% 17.3% 21.8% 26.3% 30.8% 35.3% 39.8% 44.4% 48.9% 53.4% 57.9% 1-Year Average Closing $2.69 (7.0%) (3.3%) 0.4% 4.2% 7.9% 11.6% 15.3% 19.1% 22.8% 26.5% 30.2% 52-Week High Closing - 2/19/2020 $4.79 (47.8%) (45.7%) (43.6%) (41.5%) (39.5%) (37.4%) (35.3%) (33.2%) (31.1%) (29.0%) (26.9%) 52-Week Low Closing - 3/19/2020 $1.44 73.6% 80.6% 87.5% 94.4% 101.4% 108.3% 115.3% 122.2% 129.2% 136.1% 143.1%
Preliminary and Confidential | Subject to Further Review and Revision Sources: Company management, Capital IQ and public filings. 1. Based on ( i ) 208.7 million common shares outstanding and (ii) the net dilutive impact of 5.6 million outstanding options exercisable int o c ommon shares based on the treasury method, per Company management. Common share to ADS conversion ratio of 3 - 2, per Company management. 2. Based on 41.2 million ADS equivalents held by unaffiliated shareholders. 3. Represents the incremental investment required by the Buyer at the corresponding illustrative Proposal price per ADS in exces s o f the Proposal of $2.50 per ADS. Executive Summary Illustrative Aggregate Consideration to Unaffiliated Shareholders Sensitivities Implied EV 1 /Adjusted EBITDA Multiples at Illustrative Proposal Prices (EUR in millions, except per ADS values) Implied Aggregate Consideration to Unaffiliated Shareholders at Illustrative Proposal Prices (USD in millions, except per ADS values) 7 Illustrative Proposal Price per ADS Price $2.50 $2.60 $2.70 $2.80 $2.90 $3.00 $3.10 $3.20 $3.30 $3.40 $3.50 Premium to Proposal Price at $2.50 per ADS -- 4.0% 8.0% 12.0% 16.0% 20.0% 24.0% 28.0% 32.0% 36.0% 40.0% Adjusted EBITDA LTM (9/30/2020) € 90.4 5.4x 5.6x 5.7x 5.8x 6.0x 6.1x 6.2x 6.3x 6.5x 6.6x 6.7x CY 2020E € 54.4 9.0x 9.2x 9.5x 9.7x 9.9x 10.1x 10.3x 10.6x 10.8x 11.0x 11.2x CY 2021E € 67.8 7.2x 7.4x 7.6x 7.8x 7.9x 8.1x 8.3x 8.5x 8.6x 8.8x 9.0x CY 2022E € 87.8 5.6x 5.7x 5.9x 6.0x 6.1x 6.3x 6.4x 6.5x 6.7x 6.8x 6.9x CY 2023E € 72.1 6.8x 7.0x 7.1x 7.3x 7.5x 7.6x 7.8x 8.0x 8.1x 8.3x 8.5x CY 2024E € 75.2 6.5x 6.7x 6.8x 7.0x 7.2x 7.3x 7.5x 7.6x 7.8x 8.0x 8.1x Average Adjusted EBITDA CY 2021E - CY 2024E € 75.7 6.5x 6.6x 6.8x 6.9x 7.1x 7.3x 7.4x 7.6x 7.7x 7.9x 8.1x Illustrative Proposal Price per ADS Price $2.50 $2.60 $2.70 $2.80 $2.90 $3.00 $3.10 $3.20 $3.30 $3.40 $3.50 Premium to Proposal Price at $2.50 per ADS -- 4.0% 8.0% 12.0% 16.0% 20.0% 24.0% 28.0% 32.0% 36.0% 40.0% Illustrative Consideration to Unaffiliated Shareholders [2] $102.9 $107.0 $111.1 $115.2 $119.4 $123.5 $127.6 $131.7 $135.8 $139.9 $144.1 Incremental Consideration Required [3] -- $4.1 $8.2 $12.3 $16.5 $20.6 $24.7 $28.8 $32.9 $37.0 $41.2
Page 1. Executive Summary 3 2. Preliminary Financial Analyses 8 3. Selected Public Market Observations 16 4. Appendices 36 5. Disclaimer 45
Preliminary and Confidential | Subject to Further Review and Revision Sources: Company management, public filings, Capital IQ, Bloomberg. Note: No particular weight was attributed to any single analysis. Note: Based on ( i ) 208.7 million common shares outstanding and (ii) the net dilutive impact of 5.6 million outstanding options exercisable int o c ommon shares based on the treasury method, per Company management. Common share to ADS conversion ratio of 3 - 2, per Company management. Preliminary Financial Analyses Summary (dollars in actuals) Preliminary Selected Companies Analysis CY 2021E Adjusted EBITDA 6.5x – 8.5 x CY 2022E Adjusted EBITDA 5.0x – 7.0 x Average CY 2021E – CY 2024E Adjusted EBITDA 6.0x – 8.0 x Preliminary Discounted Cash Flow Analysis Discount Rate: 8.0% – 12.0% Terminal Multiple : 6.0x – 8.0x Preliminary Implied Per ADS Value Reference Ranges 9 $2.29 $2.20 $2.07 $2.08 $3.79 $3.47 $3.54 $3.22 $0.00 $1.00 $2.00 $3.00 $4.00 $5.00 $6.00
Preliminary and Confidential | Subject to Further Review and Revision Preliminary Financial Analyses Summary (USD, EUR and ADS in millions, except per ADS values) Preliminary Implied Per ADS Value Reference Ranges See the following page for footnotes. 10 Preliminary Preliminary Preliminary Preliminary Selected Companies Selected Companies Selected Companies Discounted Cash Flow Analysis Analysis Analysis Analysis CY 2021E CY 2022E CY 2021E - CY 2024E Terminal Multiple Adjusted EBITDA Adjusted EBITDA Average Adjusted EBITDA 6.0x -- 8.0x Discount Rate 8.0% -- 12.0% Capitalized Adjusted EBITDA € 67.8 € 87.8 € 75.7 Selected Multiples Range 6.5x -- 8.5x 5.0x -- 7.0x 6.0x -- 8.0x Preliminary Implied Enterprise Value Reference Range € 440.6 -- € 576.2 € 438.9 -- € 614.5 € 454.4 -- € 605.9 € 465.3 -- € 644.0 Cash and Cash Equivalents as of 9/30/2020 151.7 -- 151.7 151.7 -- 151.7 151.7 -- 151.7 151.7 -- 151.7 Investment in Debt & Equity Securities as of 9/30/2020 [1] 9.5 -- 9.5 9.5 -- 9.5 9.5 -- 9.5 9.5 -- 9.5 Investment in Associates and Joint Ventures as of 9/30/2020 [2] 3.6 -- 3.6 3.6 -- 3.6 3.6 -- 3.6 3.6 -- 3.6 Related Party Receivables as of 9/30/2020 [3] 114.4 -- 114.4 114.4 -- 114.4 114.4 -- 114.4 114.4 -- 114.4 Preliminary Implied Total Enterprise Value Reference Range € 719.7 -- € 855.3 € 718.0 -- € 893.6 € 733.5 -- € 885.0 € 744.4 -- € 923.1 Total Debt as of 9/30/2020 (409.5) -- (409.5) (409.5) -- (409.5) (409.5) -- (409.5) (409.5) -- (409.5) Long Term Payroll Payables as of 9/30/2020 [4] (16.3) -- (16.3) (16.3) -- (16.3) (16.3) -- (16.3) (16.3) -- (16.3) Contingent Consideration as of 9/30/2020 [5] (27.9) -- (27.9) (27.9) -- (27.9) (27.9) -- (27.9) (27.9) -- (27.9) Provisions as of 9/30/2020 [6] (10.2) -- (10.2) (10.2) -- (10.2) (10.2) -- (10.2) (10.2) -- (10.2) Related Party Liabilities as of 9/30/2020 [3] (4.4) -- (4.4) (4.4) -- (4.4) (4.4) -- (4.4) (4.4) -- (4.4) Non-Controlling Interest as of 9/30/2020 (2.3) -- (2.3) (2.3) -- (2.3) (2.3) -- (2.3) (2.3) -- (2.3) Preliminary Implied Total Equity Value Reference Range (EUR) € 249.1 -- € 384.7 € 247.4 -- € 423.0 € 262.9 -- € 414.3 € 273.7 -- € 452.5 USD to EUR Exchange Rate as of 11/30/2020 0.84 -- 0.84 0.84 -- 0.84 0.84 -- 0.84 0.84 -- 0.84 Preliminary Implied Total Equity Value Reference Range (USD) $297.7 -- $459.7 $295.7 -- $505.5 $314.2 -- $495.2 $327.1 -- $540.8 ADS Equivalents Outstanding [7] 142.9 -- 142.9 142.9 -- 142.9 142.9 -- 142.9 142.9 -- 142.9 Preliminary Implied Per ADS Value Reference Range $2.08 -- $3.22 $2.07 -- $3.54 $2.20 -- $3.47 $2.29 -- $3.79 Implied Adjusted EBITDA Multiples Adj. EBITDA CY 2019 € 119.5 3.7x -- 4.8x 3.7x -- 5.1x 3.8x -- 5.1x 3.9x -- 5.4x LTM (9/30/2020) € 90.4 4.9x -- 6.4x 4.9x -- 6.8x 5.0x -- 6.7x 5.1x -- 7.1x CY 2020E € 54.4 8.1x -- 10.6x 8.1x -- 11.3x 8.4x -- 11.1x 8.6x -- 11.8x CY 2021E € 67.8 6.5x -- 8.5x 6.5x -- 9.1x 6.7x -- 8.9x 6.9x -- 9.5x CY 2022E € 87.8 5.0x -- 6.6x 5.0x -- 7.0x 5.2x -- 6.9x 5.3x -- 7.3x CY 2023E € 72.1 6.1x -- 8.0x 6.1x -- 8.5x 6.3x -- 8.4x 6.4x -- 8.9x CY 2024E € 75.2 5.9x -- 7.7x 5.8x -- 8.2x 6.0x -- 8.1x 6.2x -- 8.6x CY 2021E - CY 2024E Average € 75.7 5.8x -- 7.6x 5.8x -- 8.1x 6.0x -- 8.0x 6.1x -- 8.5x
Preliminary and Confidential | Subject to Further Review and Revision Preliminary Financial Analyses Summary (cont.) Sources: Company management, public filings, Capital IQ, Bloomberg. Note: No particular weight was attributed to any analysis. 1. Represents book value of Company’s investments into equity, debt and convertible debt instruments as of 9/30/2020. 2. Represents book value of investments in companies in which the Company has a significant influence but does not have control as of 9/30/2020. 3. Represents receivables due from and payables due to related parties as of 9/30/2020. 4. Represents unfunded liabilities associated with the Company’s defined benefit pension plan and termination benefits as of 9/3 0/2 020. 5. Represents book value as of 9/30/2020 of contingent consideration associated with prior acquisitions. 6. Represents book value of liabilities associated with certain legal matters, compensation related to fraudulent activities and re structuring liabilities as of 9/30/2020. 7. Based on ( i ) 208.7 million common shares outstanding and (ii) the net dilutive impact of 5.6 million outstanding options exercisable int o c ommon shares based on the treasury method, per Company management. Common share to ADS conversion ratio of 3 - 2, per Company management. 11
Preliminary and Confidential | Subject to Further Review and Revision Selected Historical & Projected Financial Information Sources: Company management, public filings. Note: Historical financial information excludes The IRONMAN Group which was disposed of in July 2020. Note: Historical and Projected Adjusted EBITDA excludes impact of income from associates and joint ventures. 1. CY 2020E revenue and gross profit information for the Spectator Sports segment is for reference only, per Company management. 2. Figures primarily relate to rental income, bad debt expense, insurance refunds, among other items. 3. Total Adjustments: 4. Represents other one - time expenses, including acquisition - related expenses, extraordinary customer termination costs and re - meas urement of contingent consideration, among other items. Share-Based Compensation € 6.9 € 3.0 € 13.9 € 7.3 € 3.6 NA NA NA NA Bad Debt Expenses Related to Specific Customer -- 27.1 -- -- -- -- -- -- -- Estimated Compensation Related to Fraudulent Activities -- -- 12.4 4.1 -- -- -- -- -- Expenses Related to IPO and Financings 0.3 2.6 4.6 1.4 0.3 -- -- -- -- Restructure and Disposal of Investments / Subsidiaries 3.4 0.0 2.5 6.4 3.9 -- -- -- -- Other Adjustments [4] 0.5 2.9 (0.0) (0.1) 0.4 -- -- -- -- Total Adjustments € 11.1 € 35.7 € 33.4 € 19.2 € 8.2 € 0.0 € 0.0 € 0.0 € 0.0 (EUR in millions) 12
Preliminary and Confidential | Subject to Further Review and Revision Selected Historical & Projected Financial Information Segment Detail Source: Company management. Note: Historical financial information excludes The IRONMAN Group which was disposed of in July 2020. 1. CY 2020E revenue and gross profit information for the Spectator Sports segment is for reference only, per Company management. (EUR in millions) 13 2017 - 2019 2021E - 2024E Fiscal Year Ended December 31, LTM Ended Fiscal Year Ending December 31, Average Average 2017 2018 2019 9/30/2020 2020E 2021E 2022E 2023E 2024E Gross Margin Gross Margin Spectator Sports [1] Football Revenue € 258.7 € 253.5 € 176.1 € 173.9 € 164.2 € 165.2 € 148.8 € 134.5 € 135.5 Growth % -2.0% -30.5% -6.8% 0.6% -9.9% -9.6% 0.7% Gross Profit € 104.1 € 117.9 € 78.7 € 89.3 € 79.3 € 77.9 € 68.8 € 42.3 € 43.6 Margin % 40.2% 46.5% 44.7% 51.3% 48.3% 47.2% 46.3% 31.4% 32.2% 43.8% 39.3% Winter Sports Revenue € 162.0 € 158.1 € 231.4 € 109.5 € 107.4 € 228.6 € 171.7 € 268.6 € 186.0 Growth % -2.4% 46.3% -53.6% 112.7% -24.9% 56.4% -30.8% Gross Profit € 54.0 € 56.6 € 59.3 € 39.1 € 41.2 € 45.1 € 57.9 € 72.4 € 66.9 Margin % 33.3% 35.8% 25.6% 35.7% 38.4% 19.7% 33.7% 27.0% 36.0% 31.6% 29.1% Summer Sports Revenue € 126.3 € 112.2 € 160.9 € 91.9 € 108.6 € 148.9 € 195.9 € 165.2 € 203.5 Growth % -11.2% 43.4% -32.5% 37.0% 31.6% -15.7% 23.2% Gross Profit € 40.0 € 33.6 € 47.5 € 32.1 € 5.0 € 43.0 € 51.5 € 51.1 € 51.7 Margin % 31.6% 30.0% 29.6% 35.0% 4.6% 28.9% 26.3% 30.9% 25.4% 30.4% 27.9% Total Spectator Sports Revenue € 547.1 € 523.8 € 568.4 € 375.4 € 380.3 € 542.6 € 516.4 € 568.3 € 524.9 Growth % -4.2% 8.5% -33.1% 42.7% -4.8% 10.0% -7.6% Gross Profit € 198.1 € 208.2 € 185.6 € 160.4 € 125.6 € 166.0 € 178.2 € 165.8 € 162.2 Margin % 36.2% 39.7% 32.6% 42.7% 33.0% 30.6% 34.5% 29.2% 30.9% 36.2% 31.3% Mass Participation Revenue € 22.7 € 40.3 € 65.1 € 23.3 € 14.3 € 63.0 € 72.8 € 79.1 € 91.7 Growth % 77.4% 61.7% -78.0% 339.8% 15.6% 8.5% 15.9% Gross Profit € 9.1 € 15.4 € 25.2 € 7.1 € 0.6 € 20.2 € 23.9 € 26.4 € 31.3 Margin % 40.2% 38.2% 38.7% 30.3% 4.3% 32.1% 32.8% 33.4% 34.1% 39.1% 33.1% DPSS Revenue € 156.1 € 321.3 € 135.9 € 90.5 € 82.5 € 132.6 € 301.7 € 129.8 € 142.2 Growth % 105.8% -57.7% -39.3% 60.8% 127.5% -57.0% 9.5% Gross Profit € 42.2 € 56.4 € 41.5 € 34.6 € 34.2 € 52.8 € 63.8 € 55.1 € 63.2 Margin % 27.0% 17.5% 30.6% 38.2% 41.5% 39.8% 21.2% 42.5% 44.5% 25.0% 37.0%
Preliminary and Confidential | Subject to Further Review and Revision Preliminary Selected Companies Analysis Sources: Bloomberg, Capital IQ, public filings and Wall Street research. 1. Enterprise Value equals equity market value + debt outstanding + preferred stock + minority interests – cash and cash equivalent s. 2. Based on closing prices as of 11/30/2020. 3. Based on diluted shares. 4. Multiples based on forward looking financial information may have been calendarized to the Company’s fiscal year end of December 31st. 5. Represents the last full trading day prior to receipt and announcement of the Proposal on 9/30/2020. (dollars in millions, except per share/ADS values ) 14 Enterprise Value [1] to Adjusted EBITDA Share / ADS Equity Market Enterprise Average Accepted Range Advertising Agency Selected Companies Country Exchange Price [2] Value [2,3] Value [2,3] CY 2021E [4]CY 2022E [4] 2021E - 2024E [4] Cheil Worldwide Inc. South Korea KOSE $18.73 $1,896.8 $1,462.1 5.8x 5.4x 3.9x Dentsu Group Inc. Japan TSE 32.58 9,166.4 13,253.5 8.0x 7.6x NA NA Omnicom Group Inc. United States NYSE 63.00 13,568.5 16,768.6 7.8x 7.5x 7.4x Publicis Groupe S.A. France ENXTPA 45.52 11,157.0 14,459.3 5.5x 5.3x 5.5x The Interpublic Group of Companies, Inc. United States NYSE 22.28 8,785.8 11,312.8 8.0x 7.6x 7.5x WPP plc United Kingdom LSE 9.68 11,979.6 16,106.8 6.7x 6.3x 6.4x Low 5.5x 5.3x 3.9x High 8.0x 7.6x 7.5x Median 7.2x 6.9x 6.4x Mean 7.0x 6.6x 6.1x TV Network Selected Companies Discovery, Inc. United States NasdaqGS $26.91 $17,706.9 $33,083.9 8.1x 7.8x 8.0x Fox Corporation United States NasdaqGS 28.84 17,170.6 20,381.6 8.0x 7.7x 8.0x MSG Networks Inc. United States NYSE 12.14 695.2 1,515.3 6.7x NA NA NA NA ViacomCBS Inc. United States NasdaqGS 35.28 21,847.0 39,367.0 8.0x 7.6x 7.8x Low 6.7x 7.6x 7.8x High 8.1x 7.8x 8.0x Median 8.0x 7.7x 8.0x Mean 7.7x 7.7x 7.9x TV Broadcasting Selected Companies ITV plc United Kingdom LSE $1.26 $5,045.2 $5,965.6 7.3x 6.9x 7.1x Mediaset S.p.A. Italy BIT 2.36 2,684.4 4,629.3 7.6x 6.3x NA NA Nexstar Media Group, Inc. United States NasdaqGS 105.25 4,926.0 12,418.7 7.7x 6.6x 6.8x Sinclair Broadcast Group, Inc. United States NasdaqGS 27.26 2,028.6 14,113.6 10.0x 8.3x 9.0x TEGNA Inc. United States NYSE 14.41 3,165.0 6,921.3 8.6x 6.6x NA NA Télévision Française 1 Société anonyme France ENXTPA 7.74 1,628.8 1,811.4 3.6x 3.6x NA NA Low 3.6x 3.6x 6.8x High 10.0x 8.3x 9.0x Median 7.6x 6.6x 7.1x Mean 7.5x 6.4x 7.6x WSG (Current as of 11/30/2020) China NasdaqGS $2.27 $324.2 $559.0 3.5x 2.8x NA WSG (Unaffected as of 9/29/2020) [5] China NasdaqGS $1.80 $257.0 $487.7 3.1x 2.5x NA
Preliminary and Confidential | Subject to Further Review and Revision Preliminary Discounted Cash Flow Analysis (EUR in millions) For purposes of calculating terminal value, 2024E Adjusted EBITDA is adjusted to capture event - driven cyclicality of certain of the Company’s segments. Source: Company management. Note: Present values as of 11/30/2020; mid - year convention applied. Note: At the direction of Company management, forecasted change in net working capital in each projection period is assumed t o b e €0. 1. Represents projected remaining 2020E results based on YTD results as of September 30, 2020. 2. Figures primarily relate to rental income, bad debt expense, insurance refunds, among other items. 3. Tax rate at 26.0%, per Company management. 4. Certain segments and expenses are not cyclical in nature and expected 2024E performance as a representative level. 5. Financial performance largely impacted by FIS Ski World Championships that are held every other year. As such, two - year average performance is a representative level. 6. Financial performance largely impacted by ( i ) EHF European Championships held in even years, (ii) FIBA Basketball World Cup held every four years (latest in 2019), and ( iii ) CEV European Volleyball Championships held in odd years. As such, four - year average performance is a representative level. 7. DPSS “base” revenue and gross profit is expected to grow over the projection period mainly due to growth in the Company’s dig ita l service business, per Company management. Additionally, DPSS performance spikes every four years due to the World Cup, with an estimated gross margin impact of ~€10 million. 2024E cyclic ali ty Adjusted DPSS Gross Profit calculated as ( i ) 2024E gross profit which reflects the “base” DPSS segment plus (ii) ~€10 million impact of World Cup multiplied by 25.0% to account for occurren ce every four years. 8. Two - year average used to account for variation in Personnel Expenses in the projection period. 15 Projected Fiscal Year Ending December 31, 2020E [1] 2021E 2022E 2023E 2024E 2024E Cyclicality-Adjusted EBITDA Assumptions Revenues, Net € 170.4 € 738.2 € 891.0 € 777.2 € 758.8 2024E Football Gross Profit [4] € 43.6 Growth % 54.8% 20.7% -12.8% -2.4% 2023E - 2024E Average Winter Sports Gross Profit [5] 69.7 2021E - 2024E Average Summer Sports Gross Profit [6] 49.3 Cost of Sales (141.9) (499.3) (625.0) (529.8) (502.0) Cyclicality-Adjusted Spectator Sports Gross Profit € 162.6 Personnel Expenses (19.6) (129.2) (136.1) (131.4) (136.2) 2024E Mass Participation Gross Profit [4] 31.3 Selling, Office & Administrative Expenses (14.9) (42.8) (42.8) (44.5) (46.0) 2024E Cyclicality-Adjusted DPSS Gross Profit [7] 65.7 Other Operating Income / (Expenses), Net [2] 3.3 0.8 0.8 0.8 0.7 2024E Cyclicality-Adjusted Gross Profit € 259.5 Adjusted EBITDA (€ 2.8) € 67.8 € 87.8 € 72.1 € 75.2 2023E - 2024E Average Personnel Expenses [8] (133.8) Depreciation & Amortization (5.6) (22.6) (23.2) (22.6) (21.2) 2024E Selling, Office & Administrative Expenses [4] (46.0) Adjusted EBIT (€ 8.3) € 45.2 € 64.6 € 49.5 € 54.0 2024E Other Operating Income / (Expenses), Net [4] 0.7 Taxes [3] 2.2 (11.8) (16.8) (12.9) (14.0) 2024E Cyclicality-Adjusted EBITDA € 80.4 Unlevered Earnings (€ 6.2) € 33.5 € 47.8 € 36.6 € 40.0 Capital Expenditures (4.6) (13.3) (7.6) (7.8) (7.9) Depreciation & Amortization 5.6 22.6 23.2 22.6 21.2 Unlevered Free Cash Flows (€ 5.2) € 42.7 € 63.4 € 51.5 € 53.3 Present Value PV of Terminal Value of Cash Flows as a Multiple of Implied Enterprise Value Discount Rate (2020E - 2024E) 2024E Cyclicality-Adjusted EBITDA Discount Rate 6.0x 7.0x 8.0x 6.0x 7.0x 8.0x 6.0x 7.0x 8.0x 8.0% € 174.3 € 352.3 € 411.0 € 469.7 € 526.6 € 585.3 € 644.0 8.0% 66.9% 70.2% 72.9% 9.0% € 171.0 € 339.3 € 395.8 € 452.3 € 510.3 € 566.8 € 623.3 9.0% 66.5% 69.8% 72.6% 10.0% € 167.8 + € 326.8 € 381.3 € 435.8 = € 494.6 € 549.1 € 603.6 10.0% 66.1% 69.4% 72.2% 11.0% € 164.6 € 315.0 € 367.5 € 420.0 € 479.6 € 532.1 € 584.6 11.0% 65.7% 69.1% 71.8% 12.0% € 161.6 € 303.6 € 354.2 € 404.9 € 465.3 € 515.9 € 566.5 12.0% 65.3% 68.7% 71.5% PV of Terminal Value as a % of Enterprise Value
Page 1. Executive Summary 3 2. Preliminary Financial Analyses 8 3. Selected Public Market Observations 16 Illustrative Impact of COVID - 19 17 Selected Trading Information 23 Selected WSG Equity Research Observations 31 4. Appendices 36 5. Disclaimer 45
Page 1. Executive Summary 3 2. Preliminary Financial Analyses 8 3. Selected Public Market Observations 16 Illustrative Impact of COVID - 19 17 Selected Trading Information 23 Selected WSG Equity Research Observations 31 4. Appendices 36 5. Disclaimer 45
Preliminary and Confidential | Subject to Further Review and Revision COVID-19 "Recovery" Wanda Sports Group (62.4%) Advertising Agency Companies Index (26.0%) Pre COVID-19 Peak TV Network Companies Index (29.8%) to TV Broadcasting Companies Index (33.6%) Proposal (9/29/2020) MSCI World Index (3.1%) Wanda Sports Group (69.9%) Initial COVID-19 Advertising Agency Companies Index (46.9%) Impact to Share Price TV Network Companies Index (46.8%) (Peak to Trough) TV Broadcasting Companies Index (47.3%) MSCI World Index (34.2%) Since Proposal (9/30/2020 – 11/30/2020) 8.2% Sources: Capital IQ, public filings. Note: Advertising Agency Companies Index is equally weighted and includes Cheil Worldwide Inc., Dentsu Group Inc., Omnicom Group Inc., Publicis Groupe S.A., The Interpublic Group of Companies, Inc. and WPP plc. Note: TV Network Companies Index is equally weighted and includes Discovery, Inc., Fox Corporation, MSG Networks Inc., and ViacomCBS Inc. Note: TV Broadcasting Companies Index is equally weighted and includes ITV plc, Mediaset S.p.A., Nexstar Media Group, Inc., Sinclair Broadcast Group, Inc., TEGNA Inc., and Television Francaise 1 SA. Relative Total Shareholder Return Since Wanda Sports Group IPO 2.2% 22.2% 18.8% Wanda Sports Group confirms preliminary discussions on potential IRONMAN sale 27.1% Share Price Performance Prior to Proposal 7/26/2019 - 9/29/2020 Wanda Sports Group (65.1%) Advertising Agency Companies Index (29.0%) TV Network Companies Index (37.3%) TV Broadcasting Companies Index (35.0%) MSCI World Index 6.5% -80.0% -70.0% -60.0% -50.0% -40.0% -30.0% -20.0% -10.0% 0.0% 10.0% 20.0% Jul-19 Oct-19 Jan-20 Mar-20 Jun-20 Aug-20 Nov-20 Relative Share Price Return Wanda Sports Group Advertising Agency Companies Index TV Network Companies Index TV Broadcasting Companies Index MSCI World Index 18
Preliminary and Confidential | Subject to Further Review and Revision Equity Research Analysts Price Targets Comparison of Current Price Targets to Pre COVID - 19 TV Network Selected Companies Advertising Agency Selected Companies ▼ (15.0%) ▼ (13.4%) ▼ (7.4%) ▼ (25.1%) Source: Bloomberg. Note: Price targets for companies trading on foreign exchanges are converted to USD based on the exchange rate as of 1/2/2020 an d 11/30/2020, respectively, per Capital IQ. 1. Represents proxy for pre - COVID - 19 date. 2. Based on average equity research analyst price target per Bloomberg. (dollars per share) (dollars per share) ▼ (26.4%) ▼ (16.6%) ▼ (46.2%) Average Price Target as of 1/2/2020 1,2 Average Price Target as of 11/30/2020 2 ▼ (6.8%) ▼ (28.3%) ▼ (35.8%) TV Broadcasting Selected Companies (dollars per share) $27.90 $41.62 $79.93 $50.55 $24.77 $14.36 $23.72 $36.06 $59.83 $46.83 $23.09 $10.29 Cheil Dentsu Omnicom Publicis Interpublic WPP $34.22 $37.17 $17.65 $47.63 $25.17 $31.00 $9.50 $30.56 Discovery Fox MSGN ViacomCBS $1.86 $3.18 $137.91 $45.18 $17.90 $10.82 $1.28 $2.13 $128.80 $22.78 $16.36 $8.33 ITV Mediaset Nexstar Sinclair TEGNA Television Francaise ▼ (31.0%) ▼ (33.0%) ▼ (49.6%) ▼ (6.6%) ▼ (8.6%) ▼ (23.0%) Low (28.3%) (46.2%) (49.6%) Median (14.2%) (31.1%) (31.0%) Average (16.0%) (31.3%) (25.8%) High (6.8%) (16.6%) (6.6%) Advertising Agency Selected Companies TV Broadcasting Selected Companies TV Network Selected Companies 19
Preliminary and Confidential | Subject to Further Review and Revision $255.7 $1,606.0 $2,447.0 $2,680.9 $1,532.0 $2,955.6 $250.9 $1,663.0 $2,147.0 $2,597.0 $1,412.0 $2,397.0 Cheil Worldwide Inc. Dentsu Group Inc. Omnicom Group Inc. Publicis Groupe S.A. The Interpublic Group of Companies, Inc. WPP plc Equity Research Analysts Projections Advertising Agency Selected Companies | Comparison to Pre COVID - 19 Estimates FY 2020E Adjusted EBITDA ▼ (10.8%) ▼ (8.1%) ▼ (15.6%) (dollars in millions ) ▼ (24.3%) FY 2021E Adjusted EBITDA (dollars in millions ) Source: Bloomberg. Note: Projections for companies that report in foreign currencies are converted to USD based on the exchange rate as of 1/2/2 020 and 11/30/2020, respectively, per Capital IQ. 1. Represents proxy for pre - COVID - 19 date. 2. Based on consensus Adjusted EBITDA estimate per Bloomberg. ▼ (5.4%) ▼ (19.1%) ▼ (3.1%) ▼ (7.8%) ▼ (18.9%) ▼ (1.9%) ▼ (12.3%) ▲ 3.5% Consensus Adjusted EBITDA as of 1/2/2020 1,2 Consensus Adjusted EBITDA as of 11/30/2020 2 $232.4 $1,602.5 $2,388.0 $2,616.0 $1,469.0 $2,791.1 $219.9 $1,429.0 $1,933.0 $2,404.0 $1,240.0 $2,114.0 Cheil Worldwide Inc. Dentsu Group Inc. Omnicom Group Inc. Publicis Groupe S.A. The Interpublic Group of Companies, Inc. WPP plc 20 FY 2020E Adjusted EBITDA Estimate Average % Change (13.9%) Median % Change (13.2%) FY 2021E Adjusted EBITDA Estimate Average % Change (6.7%) Median % Change (5.5%)
Preliminary and Confidential | Subject to Further Review and Revision Equity Research Analysts Projections TV Network Selected Companies | Comparison to Pre COVID - 19 Estimates FY 2020E Adjusted EBITDA ▼ (15.1%) ▲ 3.9% ▼ (7.3%) (dollars in millions ) ▼ (16.7%) FY 2021E Adjusted EBITDA (dollars in millions ) ▼ (14.6%) ▼ (8.6%) ▼ (27.4%) ▼ (19.4%) Source: Bloomberg. Note: Projections for companies that report in foreign currencies are converted to USD based on the exchange rate as of 1/2/2 020 and 11/30/2020, respectively, per Capital IQ. 1. Represents proxy for pre - COVID - 19 date. 2. Based on consensus Adjusted EBITDA estimate per Bloomberg. $4,753.0 $2,549.0 $323.5 $6,256.0 $4,036.0 $2,648.0 $300.0 $5,209.0 Discovery, Inc. Fox Corporation MSG Networks Inc. ViacomCBS Inc. $4,786.0 $2,752.0 $310.0 $6,761.0 $4,086.0 $2,516.0 $250.0 $4,911.0 Discovery, Inc. Fox Corporation MSG Networks Inc. ViacomCBS Inc. Consensus Adjusted EBITDA as of 1/2/2020 1,2 Consensus Adjusted EBITDA as of 11/30/2020 2 21 FY 2020E Adjusted EBITDA Estimate Average % Change (8.8%) Median % Change (11.2%) FY 2021E Adjusted EBITDA Estimate Average % Change (17.5%) Median % Change (17.0%)
Preliminary and Confidential | Subject to Further Review and Revision Equity Research Analysts Projections TV Broadcasting Selected Companies | Comparison to Pre COVID - 19 Estimates FY 2020E Adjusted EBITDA (dollars in millions ) FY 2021E Adjusted EBITDA (dollars in millions ) Source: Bloomberg. Note: Projections for companies that report in foreign currencies are converted to USD based on the exchange rate as of 1/2/2 020 and 11/30/2020, respectively, per Capital IQ. 1. Represents proxy for pre - COVID - 19 date. 2. Based on consensus Adjusted EBITDA estimate per Bloomberg. Consensus Adjusted EBITDA as of 1/2/2020 1,2 Consensus Adjusted EBITDA as of 11/30/2020 2 ▼ (48.0%) ▼ (17.7%) ▼ (12.6%) ▼ (4.0%) ▼ (23.5%) ▼ (1.1%) ▼ (23.9%) ▼ (8.0%) ▼ (20.4%) ▲ 5.1% ▼ (35.9%) ▲ 8.7% $940.5 $976.7 $1,901.0 $2,245.0 $1,004.0 $516.8 $719.4 $507.8 $1,880.0 $1,848.0 $963.6 $451.5 ITV plc Mediaset S.p.A. Nexstar Media Group, Inc. Sinclair Broadcast Group, Inc. TEGNA Inc. Television Francaise $1,013.0 $949.1 $1,538.0 $1,855.0 $736.0 $548.2 $806.5 $608.3 $1,617.0 $1,412.0 $800.3 $504.4 ITV plc Mediaset S.p.A. Nexstar Media Group, Inc. Sinclair Broadcast Group, Inc. TEGNA Inc. Television Francaise 22 FY 2020E Adjusted EBITDA Estimate Average % Change (17.8%) Median % Change (15.2%) FY 2021E Adjusted EBITDA Estimate Average % Change (12.4%) Median % Change (14.2%)
Page 1. Executive Summary 3 2. Preliminary Financial Analyses 8 3. Selected Public Market Observations 16 Illustrative Impact of COVID - 19 17 Selected Trading Information 23 Selected WSG Equity Research Observations 31 4. Appendices 36 5. Disclaimer 45
Preliminary and Confidential | Subject to Further Review and Revision Market Trading Overview (USD, EUR and ADS in millions, except per share values and where otherwise noted ) Sources: Capital IQ, public filings, Wall Street Research, Company management. 1. Based on ( i ) 205.0 million common shares outstanding and (ii) the net dilutive impact of 9.3 million outstanding options exercisable int o c ommon shares based on the treasury method, per Form 20 - F for year ended 12/31/2019. Common share to ADS conversion ratio of 3 - 2, per public filings. 2. Per Capital IQ. 3. Represents balance as of 7/31/2020, per public filings, that give effect to the Company’s disposal of The IRONMAN Group. 4. Per press release announcing financial results for period ended 6/30/2020. 5. Per Form 20 - F for year ended 12/31/2019. 6. Represents average estimate per Citigroup, Deutsche Bank and Loop Capital Markets equity research reports. 7. Represents ADS equivalents held by shareholders other than the Buyer per Company management. Based on 208.7 million common sh are s outstanding or an equivalent of 139.1 million ADS, per Company management. 24 Public Market Enterprise Value Selected Trading Information [2] Current Unaffected Current Unaffected ADS Price ADS Price as of as of as of 11/30/2020 as of 9/29/2020 as of 11/30/2020 as of 9/29/2020 Closing ADS Price $2.27 $1.80 10-Day Average $2.17 $1.90 ADS Equivalents Outstanding [1] 142.8 142.8 1-Month Average $2.19 $1.95 Market Value of Equity (USD) $324.2 $257.0 3-Month Average $2.13 $2.04 USD to EUR Exchange Rate [2] 0.84 0.85 6-Month Average $2.16 $2.22 Market Value of Equity (EUR) € 271.2 € 219.0 52-Week High Closing Price $4.79 $4.79 52-Week Low Closing Price $1.44 $1.44 Cash and Cash Equivalents as of 7/31/2020 [3] (208.7) (208.7) Investment in Debt & Equity Instruments as of 12/31/2019 [5] (22.9) (22.9) Investment in Associates and Joint Ventures as of 6/30/2020 [4] (3.7) (3.7) Related Party Receivables as of 12/31/2019 [5] (112.8) (112.8) Total Debt as of 7/31/2020 [3] 472.5 472.5 Long Term Payroll Payables as of 6/30/2020 [4] 16.0 16.0 Contingent Consideration as of 12/31/2019 [5] 36.8 36.8 Provisions as of 6/30/2020 [4] 4.3 4.3 Share-Based Payment Liabilities as of 12/31/2019 [5] 11.9 11.9 Non-Controlling Interest as of 6/30/2020 [4] 3.0 3.0 Public Market Enterprise Value (EUR) € 467.7 € 415.4 Selected Implied Trading Multiples Other Market Information Current Unaffected Current Unaffected ADS Price ADS Price as of as of as of 11/30/2020 as of 9/29/2020 as of 11/30/2020 as of 9/29/2020 Enterprise Value / Adjusted EBITDA 90-Day Average Daily Trading Value [2] $0.3 $0.2 CY 2020E [6] € 86.7 5.4x 4.8x % of Market Value of Equity 0.09% 0.09% CY 2021E [6] € 133.0 3.5x 3.1x 90-Day Average Daily Trading Volume (in thousands) [2] 129.5 107.8 CY 2022E [6] € 165.2 2.8x 2.5x % of Total ADS Outstanding 0.09% 0.08% % of Total Public Float 0.31% 0.26% Total Public Float [7] 41.2 % of Total ADS Outstanding [7] 29.6%
Preliminary and Confidential | Subject to Further Review and Revision 0.0 0.5 1.0 1.5 2.0 2.5 3.0 3.5 4.0 $0.00 $1.00 $2.00 $3.00 $4.00 $5.00 $6.00 7/26/2019 9/26/2019 11/26/2019 1/26/2020 3/26/2020 5/26/2020 7/26/2020 9/26/2020 11/26/2020 Volume (mm) Daily Trading Volume Closing ADS Price (USD) Proposal Price Unaffected Closing ADS Price on 9/29/2020 Closing Price (Per ADS) Event Date Comments A 7/26/2019 C ompleted a smaller than expected U.S. IPO, raising $190.4 million. Initiated trading under the WSG ticker on the Nasdaq Global Select Market. B 11/27/2019 F iled a shelf registration in the amount of $31.1 million in conjunction with an employee equity incentive plan. C 2/19/2020 Following media reports that the Company is considering a sale of its IRONMAN triathlon business for about $1 billion, the Company c onfirmed preliminary discussions regarding potential IRONMAN divestiture. D 3/26/2020 Entered into a definitive stock purchase agreement with Advance Publications, Inc., a family - owned business, to sell The IRONMAN Group in an all cash transaction at an enterprise value. Timeline and ADS Trading History S elected Events Sources: Capital IQ, public filings. Event Date Comments E 6/9/2020 Reported Q1 2020 revenue of $180.3 million, representing a 25.6% decrease from the previous year. F 7/20/2020 Completed the previously announced sale of The IRONMAN Group and announced that Mr. Maojun (John) Zeng was appointed as Chairman of the Company, succeeding Mr. Lin Zhang. G 9/1/2020 Reported Q2 2020 revenue of $58.2 million, representing a 75.3% decrease from the previous year, primarily due to postponement or cancellation of events as a result of COVID - 19. H 9/30/2020 Announced receipt of a preliminary non - binding proposal from Wanda Sports & Media (Hong Kong) Holding Co. Limited to acquire all of the outstanding ADS representing Class A Ordinary Shares of the Company for $2.50 per ADS. Proposal Price: $2.50 C E F G H D A B Unaffected Closing ADS Price on 9/29/20: $1.80 25
Preliminary and Confidential | Subject to Further Review and Revision 0.0 0.5 1.0 1.5 2.0 2.5 3.0 3.5 $0.00 $0.50 $1.00 $1.50 $2.00 $2.50 $3.00 9/29/2020 10/5/2020 10/11/2020 10/17/2020 10/23/2020 10/29/2020 11/4/2020 11/10/2020 11/16/2020 11/22/2020 11/28/2020 Volume (in millions) Company Closing ADS Price ADS Trading Activity Since Proposal Closing ADS Price Since Receipt of Proposal (9/29/2020) 9/30/20 Proposal 1 announced at $2.50/ADS. ADS closed at $2.32/ADS 10/6/20 Announced formation of Independent Board Committee. ADS closed at $2.26/ADS 10/23/20 Filed a 6 - K announcing the Financial Advisor and Legal Council to the Independent Board Committee. ADS closed at $2.25/ADS Proposal: $2.50 per ADS (per ADS values in actuals, ADS in millions) 11/30/20 ADS closed at $2.27/ADS Source: Capital IQ as of 11/30/2020 1. Represents preliminary non - binding proposal letter received from Wanda Sports & Media (Hong Kong) Holding Co. Limited, a wholly - owned subsi diary of Dalian Wanda Group Co., Ltd. on 9/30/2020. 26
Preliminary and Confidential | Subject to Further Review and Revision - 1,844 3,827 - - - - - $1.00- $1.49 $1.50- $1.99 $2.00- $2.49 $2.50- $2.99 $3.00- $3.49 $3.50- $3.99 $4.00- $4.49 $4.50- $4.99 - 1,844 8,627 3,271 - - - - $1.00- $1.49 $1.50- $1.99 $2.00- $2.49 $2.50- $2.99 $3.00- $3.49 $3.50- $3.99 $4.00- $4.49 $4.50- $4.99 1,002 4,310 10,336 16,529 6,476 2,838 5,722 3,248 $1.00- $1.49 $1.50- $1.99 $2.00- $2.49 $2.50- $2.99 $3.00- $3.49 $3.50- $3.99 $4.00- $4.49 $4.50- $4.99 2.0% 8.5% 20.5% 32.8% 12.8% 5.6% 11.3% 6.4% Twelve Months Prior to Proposal ( 9/29/2020 1 ) Nine Months Prior to Proposal ( 9/29/2020 1 ) Six Months Prior to Proposal ( 9/29/2020 1 ) Three Months Prior to Proposal ( 9/29/2020 1 ) Selected ADS Trading Activity Prior to Current Proposal Volume: 50.5 million VWAP 1 : $2.91 Volume: 5.7 million VWAP 1 : $2.04 Volume: 13.7 million VWAP 1 : $2.28 Volume: 39.5 million VWAP 1 : $2.87 1 - Day 10 - Day 20 - Day 30 - Day 3 - Month 6 - Month 9 - Month 12 - Month $1.84 $1.89 $2.01 $2.04 $2.06 $2.28 $2.87 $2.91 (dollars per share) Historical VWAP Prior to Proposal (9/29/2020 1 ) (volume in thousands) (volume in thousands) (volume in thousands) (volume in thousands) 2.5% 10.9% 26.2% 25.7% 10.7% 2.9% 12.8% 8.2% 0.0% 13.4% 62.8% 23.8% 0.0% 0.0% 0.0% 0.0% 0.0% 32.5% 67.5% 0.0% 0.0% 0.0% 0.0% 0.0% 1,002 4,310 10,336 10,136 4,233 1,146 5,043 3,248 $1.00- $1.49 $1.50- $1.99 $2.00- $2.49 $2.50- $2.99 $3.00- $3.49 $3.50- $3.99 $4.00- $4.49 $4.50- $4.99 % of Total % of Total % of Total % of Total Source: Bloomberg. Note: Based on VWAP over specified period (last twelve months, last nine months, last six months or last three months). Refer enc e to “Month” is based on Calendar months. VWAP in dollars. 1. Represents the last full trading day prior to receipt and announcement of the Proposal on 9/30/2020. 27
Preliminary and Confidential | Subject to Further Review and Revision Trading Volume and Float Data Public Float / Shares Outstanding 90 - Day Average Daily Volume / Public Float Source: Capital IQ as of 11/30/2020. Advertising Agency Selected Companies TV Network Selected Companies TV Broadcasting Selected Companies 67.4% 72.3% 99.3% 90.4% 99.3% 99.9% 67.0% 76.2% 72.9% 89.3% 98.9% 21.2% 96.2% 48.9% 91.8% 48.4% 77.5% 82.7% 29.6% A030000 4324 OMC PUB IPG WPP DISC.A FOXA MSGN VIAC ITV MS NXST SBGI TGNA TFI Mean Median Wanda Sports Group 0.61% 1.36% 1.16% 0.47% 1.08% 0.31% 1.03% 1.08% 1.09% 1.95% 0.60% 1.15% 0.97% 3.54% 0.78% 0.40% 1.10% 1.05% 0.31% A030000 4324 OMC PUB IPG WPP DISC.A FOXA MSGN VIAC ITV MS NXST SBGI TGNA TFI Mean Median Wanda Sports Group Advertising Agency Selected Companies TV Network Selected Companies TV Broadcasting Selected Companies 28
Preliminary and Confidential | Subject to Further Review and Revision Trading Volume and Float Data (cont.) 90 - Day Average Daily Volume / Shares Outstanding 90 - Day Average Daily Trading Value Source: Capital IQ as of 11/30/2020. Advertising Agency Selected Companies TV Network Selected Companies TV Broadcasting Selected Companies Advertising Agency Selected Companies TV Network Selected Companies TV Broadcasting Selected Companies 0.41% 0.98% 1.15% 0.43% 1.07% 0.31% 0.69% 0.82% 0.79% 1.74% 0.60% 0.24% 0.93% 1.73% 0.72% 0.20% 0.80% 0.75% 0.09% A030000 4324 OMC PUB IPG WPP DISC.A FOXA MSGN VIAC ITV MS NXST SBGI TGNA TFI Mean Median Wanda Sports Group $7.7 $32.2 $131.6 $39.0 $78.1 $33.2 $103.5 $131.9 $4.6 $312.3 $23.9 $5.8 $38.7 $26.6 $19.7 $2.7 $62.0 $32.7 $0.3 A030000 4324 OMC PUB IPG WPP DISC.A FOXA MSGN VIAC ITV MS NXST SBGI TGNA TFI Mean Median Wanda Sports Group 29
Preliminary and Confidential | Subject to Further Review and Revision Wanda Sports Group Ownership Summary (ADS and shares in millions) Source: Company management. 1. Class B shares are convertible 1:1 to Class A shares; as such, economic ownership % is calculated based on total shares held. 2. Class B shares are entitled to four votes and Class A shares are entitled to one vote. 3. Two ADS represents three ordinary shares, per Company management and public filings. 4. Represents pre - IPO Investors in the Company. Class A Class B Total ADS Economic Voting Shares + Shares [1][2] = Shares Equiv [3] Ownership [1] Ownership [2] Buyer Wanda Sports & Media (Hong Kong) Holding Co. Limited 0.0 147.0 147.0 98.0 70.4% 90.5% Total Buyer Holdings 0.0 147.0 147.0 98.0 70.4% 90.5% Public Holdings Co-Investors [4] 18.5 0.0 18.5 12.4 8.9% 2.9% Other Public Shareholders 43.2 0.0 43.2 28.8 20.7% 6.7% Total Ordinary Shares/ADS 61.7 147.0 208.7 139.1 100.0% 100.0% 30
Page 1. Executive Summary 3 2. Preliminary Financial Analyses 8 3. Selected Public Market Observations 16 Illustrative Impact of COVID - 19 17 Selected Trading Information 23 Selected WSG Equity Research Observations 31 4. Appendices 36 5. Disclaimer 45
Preliminary and Confidential | Subject to Further Review and Revision Selected Equity Research Analyst Recommendations Summary of Analyst Recommendations and Price Targets Average ADS price target for the Company from three Wall Street analysts reflected a ( i ) ~127.6% premium to the Company’s closing ADS price of $2.27 per ADS on 11/30/2020, (ii) ~187.0% premium to the Company’s unaffected ADS price of $1.80 per ADS on 9/29 /20 20 and (iii) ~106.7% premium to the Proposal price of $2.50 per ADS. Sources: Wall Street research, Capital IQ, public filings. Recommendation Summary ADS Price Target Summary Recommendation No. of Brokers Selected Brokers Buy / Outperform / Overweight / Positive 2 Deutsche Bank Citibank Hold / Equal W eight / Neutral / Market Perform 1 Loop Capital Markets Sell / Underperform / Underweight 0 (per ADS values in actuals) ADS Price Date of Broker Target Report Deutsche Bank $7.00 9/2/2020 Citibank $5.50 9/2/2020 Loop Capital Markets $3.00 9/1/2020 Average $5.17 Implied Premium / (Discount) of Average Analyst ADS Price Targets to Selected ADS Prices ADS Price Premium / (Discount) Current Closing ADS Price as of 11/30/2020 $2.27 127.6% Unaffected Closing ADS Price as of 9/29/2020 $1.80 187.0% Proposal $2.50 106.7% 32
Preliminary and Confidential | Subject to Further Review and Revision Selected Equity Research Analyst Commentary Brokerage Date of Report Target Price ADS Price Recommendation Commentary D eutsche Bank 9/2/2020 $7 .00 $2.07 Buy “We believe Wanda Sports Group should start to benefit more meaningfully from the return of live sports, such as football, and continue to benefit from the strength in digital services, esports, and virtualized events; although we're not forecasting a return to full earnings power until 2022. We were encouraged by the new business wins and contract extensions in the quarter, despite the current challenging environment, which gives us confidence that the business continues to largely be on track for the long - term. The company showed its ability to reduce costs during the business slowdown, and we are encouraged by the continued cost - saving measures Wanda will be taking.” “We r emain positive on Wanda Sports Group as we believe the business has bottomed from the pandemic and is beginning to recover with the return of spectator sports; we lower our PT to $7, from $8 (in June 2020), due to a smaller reduction in net debt from the IRONMAN Group sale than we had previously estimated.” Citibank 9/2/2020 $5.50 $2.07 Buy “The firm operates in an attractive part of the media ecosystem. And, we believe that WSG’s valuation is compelling at current levels… We are slightly increasing estimates following a better - than - expected 2Q” “As more video content moves to the cloud, demand for live content – including sports and news, should remain a durable component of the linear TV ecosystem… experiential events – like concerts, theme parks, and sporting events, should remain immune to digital disruption.” Loop Capital Markets 9/1/2020 $3.00 $2.11 Hold “ WSG reported 2Q numbers that were severely impacted by the postponement and cancellation of sporting events, but were better than expected. More importantly, the company closed the sale of its Ironman division after the quarter which reduces net debt to €264 million, or less than three times our 2021 Adjusted EBITDA estimate.” “Our target 8.0x multiple on our 2021 Adjusted EBITDA estimate assumes a resumption of sports next year and considers the company’s short tenure as a public company.” “The company had a number of media rights renewals and expanded contracts. The three major upcoming renewals that are the most critical are the Lega Serie A contract through 2021, FIFA production contract through 2022 and FIFA Asian media rights also running through 2022.” Source: Wall Street research. Note: ADS price represents the closing price per ADS of Wanda Sports Group on the date of the report. 33
Preliminary and Confidential | Subject to Further Review and Revision € 458.3 € 598.3 € 352.0 Deutsche Bank Citibank Loop Capital Markets Wall Street Estimates Company Management Estimate € 1,117.7 € 1,177.2 NA Deutsche Bank Citibank Loop Capital Markets Wall Street Estimates Company Management Estimates € 894.2 € 1,008.9 € 720.0 Deutsche Bank Citibank Loop Capital Markets Wall Street Estimates Company Management Estimate Selected Equity Research Analysts’ Projections Revenue (EUR in millions) CY 2020E Revenue CY 2021E Revenue CY 2022E Revenue (EUR in millions) (EUR in millions) €477.1 €738.2 €891.0 Source: Wall Street research, Company management. Note: All Wall Street estimates are sourced from research reports published in September 2020. CY 2021E Revenue Estimate Company Management Estimate € 738.2 Average Wall Street Estimate € 874.4 CY 2022E Revenue Estimate Company Management Estimate € 891.0 Average Wall Street Estimate € 1,147.5 CY 2020E Revenue Estimate Company Management Estimate € 477.1 Average Wall Street Estimate € 469.5 34
Preliminary and Confidential | Subject to Further Review and Revision € 95.4 € 123.6 € 41.0 Deutsche Bank Citibank Loop Capital Markets Wall Street Estimates Company Management Estimate € 145.1 € 185.3 NA Deutsche Bank Citibank Loop Capital Markets Wall Street Estimates Company Management Estimate € 153.3 € 150.8 € 95.0 Deutsche Bank Citibank Loop Capital Markets Wall Street Estimates Company Management Estimate Selected Equity Research Analysts’ Projections Adjusted EBITDA CY 2020E Adjusted EBITDA CY 2021E Adjusted EBITDA CY 2022E Adjusted EBITDA €54.4 11.4% Margin: 20.8% Margin: 17.1% Margin: 13.0% Margin: 20.7% Margin: 14.9% Margin: 15.7% Margin: 11.6% Margin: 13.2% Source: Wall Street research, Company management. Note: All Wall Street estimates are sourced from research reports published in September 2020. (EUR in millions) (EUR in millions) (EUR in millions) €67.8 9.2% €87.8 9.9% CY 2022E Adjusted EBITDA Estimate Company Management Estimate € 87.8 Average Wall Street Estimate € 165.2 CY 2021E Adjusted EBITDA Estimate Company Management Estimate € 67.8 Average Wall Street Estimate € 133.0 CY 2020E Adjusted EBITDA Estimate Company Management Estimate € 54.4 Average Wall Street Estimate € 86.7 35
Page 1. Executive Summary 3 2. Preliminary Financial Analyses 8 3. Selected Public Market Observations 16 4. Appendices 36 Selected Benchmarking Information 37 Glossary 43 5. Disclaimer 45
Page 1. Executive Summary 3 2. Preliminary Financial Analyses 8 3. Selected Public Market Observations 16 4. Appendices 36 Selected Benchmarking Information 37 Glossary 43 5. Disclaimer 45
Preliminary and Confidential | Subject to Further Review and Revision Selected Benchmarking Information (USD in millions) Sources: Company management, Capital IQ, Bloomberg, public filings. Note: No company used for comparative purposes is identical to the Company. 1. Enterprise Value equals equity market value + debt outstanding + preferred stock + minority interests – cash and cash equivalent s. Based on market capitalization as of 11/30/2020. 2. Mean and Median calculations exclude Wanda Sports Group. Advertising Agency Selected Companies TV Network Selected Companies TV Broadcasting Selected Companies Enterprise Value 1 MRQ Debt to LTM Adjusted EBITDA Advertising Agency Selected Companies TV Network Selected Companies TV Broadcasting Selected Companies 3.6x 3.3x 3.1x 3.1x 2.7x 0.1x 3.8x 3.6x 3.6x 2.6x 6.4x 5.2x 4.9x 3.3x 1.9x 1.2x 4.5x 3.3x 3.3x Dentsu Group Publicis Groupe WPP The Interpublic Group Omnicom Group Cheil Worldwide ViacomCBS Discovery MSG Networks Fox Corporation Wanda Sports Group Dentsu Group Publicis Groupe WPP The Interpublic Group Omnicom Group Cheil Worldwide ViacomCBS Discovery MSG Networks Fox Corporation Sinclair Broadcast Group Nexstar Media Group TEGNA Mediaset ITV TFI Wanda Sports Group Mean [2] Median [2] $16,769 $16,107 $14,459 $13,254 $11,313 $1,462 $39,367 $33,084 $20,382 $1,515 $14,114 $12,419 $6,921 $5,966 $4,629 $1,811 $559 $13,348 $12,836 Omnicom Group WPP Publicis Groupe Dentsu Group The Interpublic Group Cheil Worldwide ViacomCBS Discovery Fox Corporation MSG Networks Wanda Sports Group Omnicom Group WPP Publicis Groupe Dentsu Group The Interpublic Group Cheil Worldwide ViacomCBS Discovery Fox Corporation MSG Networks Sinclair Broadcast Group Nexstar Media Group TEGNA ITV Mediaset TFI Wanda Sports Group Mean [2] Median [2] 38
Preliminary and Confidential | Subject to Further Review and Revision Selected Benchmarking Information (cont.) (USD in millions) Sources: Company management, Capital IQ, Bloomberg, public filings. Note: No company used for comparative purposes is identical to the Company. 1. Historical financial information for Wanda Sports Group excludes The IRONMAN Group which was disposed of in July 2020. 2. Mean and Median calculations exclude Wanda Sports Group. CY 2017 to CY 2019 Revenue Growth CY 2019 to CY 2021E Revenue Growth Advertising Agency Selected Companies TV Network Selected Companies TV Broadcasting Selected Companies Advertising Agency Selected Companies TV Network Selected Companies TV Broadcasting Selected Companies 7.4% 6.2% 2.5% 0.7% 0.3% (1.1%) 3.3% 3.0% 3.0% 2.4% 9.9% 4.7% 2.8% (9.2%) NMF NMF 3.0% 2.6% 2.9% The Interpublic Group Dentsu Group Publicis Groupe Cheil Worldwide WPP Omnicom Group Discovery Fox Corporation MSG Networks ViacomCBS The Interpublic Group Dentsu Group Publicis Groupe Cheil Worldwide WPP Omnicom Group Discovery Fox Corporation MSG Networks ViacomCBS TEGNA TFI ITV Mediaset Sinclair Broadcast Group Nexstar Media Group Wanda Sports Group [1] Mean [2] Median [2] 1.5% (1.3%) (2.1%) (2.4%) (4.1%) (7.8%) 2.6% 0.5% (0.2%) (3.4%) 10.3% 3.8% (2.7%) (3.1%) (4.1%) (4.2%) (2.0%) (1.0%) (2.3%) The Interpublic Group Dentsu Group Publicis Groupe Cheil Worldwide WPP Omnicom Group Discovery Fox Corporation MSG Networks ViacomCBS Publicis Groupe The Interpublic Group Dentsu Group Cheil Worldwide Omnicom Group WPP Fox Corporation Discovery ViacomCBS MSG Networks TEGNA Nexstar Media Group ITV TFI Mediaset Sinclair Broadcast Group Wanda Sports Group [1] Mean [2] Median [2] 39
Preliminary and Confidential | Subject to Further Review and Revision Selected Benchmarking Information (cont.) (USD in millions) Sources: Company management, Capital IQ, Bloomberg, public filings. Note: No company used for comparative purposes is identical to the Company. 1. Historical financial information for Wanda Sports Group excludes The IRONMAN Group which was disposed of in July 2020. 2. Mean and Median calculations exclude Wanda Sports Group. CY 2019 to CY 2023E Revenue Growth CY 2017 to CY 2019 Adjusted EBITDA Growth Advertising Agency Selected Companies TV Network Selected Companies TV Broadcasting Selected Companies Advertising Agency Selected Companies TV Network Selected Companies TV Broadcasting Selected Companies 2.9% 1.2% 1.0% 0.8% (0.8%) (1.3%) 3.2% 0.6% 0.4% (2.6%) 3.9% (0.3%) (0.7%) (0.9%) (1.3%) NMF 0.3% 0.5% 0.5% The Interpublic Group Dentsu Group Publicis Groupe Cheil Worldwide WPP Omnicom Group Discovery Fox Corporation MSG Networks ViacomCBS Cheil Worldwide Publicis Groupe The Interpublic Group Dentsu Group Omnicom Group WPP Fox Corporation ViacomCBS Discovery MSG Networks Nexstar Media Group ITV Sinclair Broadcast Group TFI Mediaset TEGNA Wanda Sports Group [1] Mean [2] Median [2] 13.0% 11.0% 5.8% (0.3%) (1.1%) (7.8%) 7.7% 6.2% (3.2%) (4.8%) 20.1% 13.6% 6.4% (3.9%) NMF NMF (4.8%) 4.5% 6.0% The Interpublic Group Dentsu Group Publicis Groupe Cheil Worldwide WPP Omnicom Group Discovery Fox Corporation MSG Networks ViacomCBS The Interpublic Group Cheil Worldwide Publicis Groupe Omnicom Group Dentsu Group WPP Discovery Fox Corporation MSG Networks ViacomCBS Mediaset TFI TEGNA ITV Nexstar Media Group Sinclair Broadcast Group Mean [2] Median [2] 40
Preliminary and Confidential | Subject to Further Review and Revision Selected Benchmarking Information (cont.) (USD in millions) Sources: Company management, Capital IQ, Bloomberg, public filings. Note: No company used for comparative purposes is identical to the Company. 1. Historical financial information for Wanda Sports Group excludes The IRONMAN Group which was disposed of in July 2020. 2. Mean and Median calculations exclude Wanda Sports Group. CY 2019 to CY 2021E Adjusted EBITDA Growth CY 2019 to CY 2023E Adjusted EBITDA Growth Advertising Agency Selected Companies TV Network Selected Companies TV Broadcasting Selected Companies Advertising Agency Selected Companies TV Network Selected Companies TV Broadcasting Selected Companies 8.1% 4.8% 0.5% (2.2%) (4.5%) (5.7%) (2.8%) (5.3%) (5.8%) (14.5%) 13.1% 10.5% 6.5% 5.8% (8.7%) (12.3%) (24.7%) (0.8%) (2.5%) Cheil Worldwide Publicis Groupe The Interpublic Group Dentsu Group Omnicom Group WPP Fox Corporation ViacomCBS Discovery MSG Networks Wanda Sports Group [1] Cheil Worldwide Publicis Groupe The Interpublic Group Dentsu Group Omnicom Group WPP Fox Corporation ViacomCBS Discovery MSG Networks Nexstar Media Group TFI TEGNA Mediaset ITV Sinclair Broadcast Group Wanda Sports Group [1] Mean [2] Median [2] 16.7% 2.9% 2.2% (0.7%) (1.0%) NMF NA (1.1%) (1.4%) (2.8%) 8.0% 4.9% (4.6%) (7.1%) NMF NMF (11.9%) 1.3% (0.8%) Cheil Worldwide Publicis Groupe The Interpublic Group Dentsu Group Omnicom Group WPP Fox Corporation ViacomCBS Discovery MSG Networks Wanda Sports Group [1] Cheil Worldwide Publicis Groupe The Interpublic Group Omnicom Group WPP Dentsu Group MSG Networks Fox Corporation Discovery ViacomCBS Nexstar Media Group TFI ITV Sinclair Broadcast Group TEGNA Mediaset Wanda Sports Group [1] Mean [2] Median [2] 41
Preliminary and Confidential | Subject to Further Review and Revision Selected Benchmarking Information (cont.) (USD in millions) Sources: Company management, Capital IQ, Bloomberg, public filings. Note: No company used for comparative purposes is identical to the Company. 1. Historical financial information for Wanda Sports Group excludes The IRONMAN Group which was disposed of in July 2020. 2. Mean and Median calculations exclude Wanda Sports Group. LTM Adjusted EBITDA Margin CY 2021E Adjusted EBITDA Margin Advertising Agency Selected Companies TV Network Selected Companies TV Broadcasting Selected Companies Advertising Agency Selected Companies TV Network Selected Companies TV Broadcasting Selected Companies 19.5% 18.7% 15.8% 15.7% 14.0% 7.2% 44.3% 40.0% 24.8% 20.2% 35.7% 32.1% 29.7% 18.9% 14.4% 13.6% 18.5% 22.8% 19.2% Cheil Worldwide Publicis Groupe The Interpublic Group Dentsu Group Omnicom Group WPP Fox Corporation ViacomCBS Discovery MSG Networks Wanda Sports Group [1] Publicis Groupe Dentsu Group The Interpublic Group Omnicom Group WPP Cheil Worldwide MSG Networks Discovery Fox Corporation ViacomCBS Nexstar Media Group Sinclair Broadcast Group TEGNA ITV TFI Mediaset Wanda Sports Group [1] Mean [2] Median [2] 42 21.6% 17.3% 16.8% 16.1% 15.6% 8.5% 36.3% 34.5% 20.4% 17.7% 37.4% 28.6% 22.5% 19.5% 19.3% 19.0% 9.2% 22.0% 19.4% Cheil Worldwide Publicis Groupe The Interpublic Group Dentsu Group Omnicom Group WPP Fox Corporation ViacomCBS Discovery MSG Networks Wanda Sports Group [1] Publicis Groupe Dentsu Group The Interpublic Group WPP Omnicom Group Cheil Worldwide Discovery MSG Networks Fox Corporation ViacomCBS Nexstar Media Group TEGNA Sinclair Broadcast Group ITV TFI Mediaset Wanda Sports Group Mean [2] Median [2]
Page 1. Executive Summary 3 2. Preliminary Financial Analyses 8 3. Selected Public Market Observations 16 4. Appendices 36 Selected Benchmarking Information 37 Glossary 43 5. Disclaimer 45
Preliminary and Confidential | Subject to Further Review and Revision Glossary of Terms Definition Description Adjusted EBIT Earnings Before Interest and Taxes, adjusted for certain other non - recurring items Adjusted EBITDA Earnings Before Interest, Taxes, Depreciation and Amortization, adjusted for certain other non - recurring items BIT Milan Stock Exchange ( Borsa Italiana ) CY Calendar Year E Estimated ENXTPA Euronext Paris EUR Euros EV Enterprise Value FY Fiscal Year IPO Initial Public Offering KOSE Korean Stock Exchange LTM Latest Twelve Months LSE London Stock Exchange MRQ Most Recent Quarter NA Not Available or Not Applicable NasdaqGS Nasdaq Global Select Market NMF Not Meaningful Figure NYSE New York Stock Exchange PV Present Value Q Quarter TSE Tokyo Stock Exchange USD United States Dollars VWAP Volume - Weighted Average Price YTD Year to Date 44
Page 1. Executive Summary 3 2. Preliminary Financial Analyses 8 3. Selected Public Market Observations 16 4. Appendices 36 5. Disclaimer 45
Preliminary and Confidential | Subject to Further Review and Revision This presentation, and any supplemental information (written or oral) or other documents provided in connection therewith (co lle ctively, the “materials”), are provided solely for the information of the Special Committee (the “Committee”) of the Board of Directors (the “Board”) of Wanda Sports Group Company Limited (the “Company”) by Hou lihan Lokey in connection with the Committee’s consideration of a potential transaction (the “Transaction”) involving the Company. This presentation is incomplete without reference to, and sh oul d be considered in conjunction with, any supplemental information provided by and discussions with Houlihan Lokey in connection therewith. Any defined terms used herein shall have the meanings set forth her ein, even if such defined terms have been given different meanings elsewhere in the materials. The materials are for discussion purposes only. Houlihan Lokey expressly disclaims any and all liability, whether direct or i ndi rect, in contract or tort or otherwise, to any person in connection with the materials. The materials were prepared for specific persons familiar with the business and affairs of the Company for use in a s pecific context and were not prepared with a view to public disclosure or to conform with any disclosure standards under any state, federal or international securities laws or other laws, rules or regul ati ons, and none of the Committee, the Company or Houlihan Lokey takes any responsibility for the use of the materials by persons other than the Committee. The materials are provided on a confidential ba sis solely for the information of the Committee and may not be disclosed, summarized, reproduced, disseminated or quoted or otherwise referred to, in whole or in part, without Houlihan Lokey’s expres s p rior written consent. Notwithstanding any other provision herein, the Company (and each employee, representative or other agent of the Company) may di sclose to any and all persons without limitation of any kind, the tax treatment and tax structure of any transaction and all materials of any kind (including opinions or other tax analyses, if an y) that are provided to the Company relating to such tax treatment and structure. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentenc e s hall not apply) to the extent necessary to enable any person to comply with securities laws. For this purpose, the tax treatment of a transaction is the purported or claimed U.S. income or franchise ta x t reatment of the transaction and the tax structure of a transaction is any fact that may be relevant to understanding the purported or claimed U.S. income or franchise tax treatment of the transaction. If the C omp any plans to disclose information pursuant to the first sentence of this paragraph, the Company shall inform those to whom it discloses any such information that they may not rely upon such informat ion for any purpose without Houlihan Lokey’s prior written consent. Houlihan Lokey is not an expert on, and nothing contained in the materials should be construed as advice with regard to, legal, accoun tin g, regulatory, insurance, tax or other specialist matters. Houlihan Lokey’s role in reviewing any information was limited solely to performing such a review as it deemed necessary to support its own advice and analysis and was not on behalf of the Committee. The materials necessarily are based on financial, economic, market and other conditions as in effect on, and the information ava ilable to Houlihan Lokey as of, the date of the materials. As you are aware, the credit, financial and stock markets have been experiencing unusual volatility and we express no opinion or view as to the ef fects of such volatility on the Transaction or the Company and this presentation does not address or purport to address any potential changes or developments in such markets or volatility. Furthermore, as y ou are aware, there is significant uncertainty as to the potential direct and indirect business, financial, economic and market implications and consequences of the spread of the coronavirus and associat ed illnesses and the actions and measures that countries, central banks, international financing and funding organizations, stock markets, businesses and individuals may take to address the spread o f t he coronavirus and associated illnesses including, without limitation, those actions and measures pertaining to fiscal or monetary policies, legal and regulatory matters and the credit, financial and st ock markets (collectively, the “Pandemic Effects”), and the Pandemic Effects could have a material impact on our analyses and this presentation. Although subsequent developments may affect the contents of the ma terials, Houlihan Lokey has not undertaken, and is under no obligation, to update, revise or reaffirm the materials, except as may be expressly contemplated by Houlihan Lokey’s engagement letter. The mat erials are not intended to provide the sole basis for evaluation of the Transaction and do not purport to contain all information that may be required. The materials do not address the underlying b usi ness decision of the Company or any other party to proceed with or effect the Transaction, or the relative merits of the Transaction as compared to any alternative business strategies or transactions tha t m ight be available for the Company or any other party. The materials do not constitute any opinion, nor do the materials constitute a recommendation to the Board, the Committee, the Company, any securi ty holder of the Company or any other party as to how to vote or act with respect to any matter relating to the Transaction or otherwise or whether to buy or sell any assets or securities of any comp any . Houlihan Lokey’s only opinion is the opinion, if any, that is actually delivered to the Committee. In preparing the materials Houlihan Lokey has acted as an independent contractor and nothing in the materia ls is intended to create or shall be construed as creating a fiduciary or other relationship between Houlihan Lokey and any party. The materials may not reflect information known to other professionals in oth er business areas of Houlihan Lokey and its affiliates. Disclaimer 46
Preliminary and Confidential | Subject to Further Review and Revision The preparation of the materials was a complex process involving quantitative and qualitative judgments and determinations wi th respect to the financial, comparative and other analytic methods employed and the adaption and application of these methods to the unique facts and circumstances presented and, therefore, is not read ily susceptible to partial analysis or summary description. Furthermore, Houlihan Lokey did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitativ e j udgments as to the significance and relevance of each analysis and factor. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect th e v alue of particular techniques. Accordingly, the analyses contained in the materials must be considered as a whole. Selecting portions of the analyses, analytic methods and factors without considerin g a ll analyses and factors could create a misleading or incomplete view. The materials reflect judgments and assumptions with regard to industry performance, general business, economic, regulatory, mark et and financial conditions and other matters, many of which are beyond the control of the participants in the Transaction. Any estimates of value contained in the materials are not necessarily indicat ive of actual value or predictive of future results or values, which may be significantly more or less favorable. Any analyses relating to the value of assets, businesses or securities do not purport to be appraisal s o r to reflect the prices at which any assets, businesses or securities may actually be sold. The materials do not constitute a valuation opinion or credit rating. The materials do not address the consideration to be paid or received in, the terms of any arrangements, understandings, agreements or documents related to, or the form, structure or any other portion or aspect of, the Transaction or otherwise. F urt hermore, the materials do not address the fairness of any portion or aspect of the Transaction to any party. In preparing the materials, Houlihan Lokey has not conducted any physical inspection or indepen den t appraisal or evaluation of any of the assets, properties or liabilities (contingent or otherwise) of the Company or any other party and has no obligation to evaluate the solvency of the Company or any other party under any law. 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48 CORPORAT E FINANCE FINANCI A L AND VALUATION ADVISORY FINANCIA L RESTRUCTURING HL .com
EXHIBIT (a)(5)(C)
Project Wing DISCUSSION MATERIALS FOR THE SPECIAL COMMITTEE DECEMBER 22, 2020 PRELIMINARY AND CONFIDENTIAL | SUBJECT TO FURTHER REVIEW AND REVISION
Preliminary and Confidential | Subject to Further Review and Revision Table of Contents 2 Page 1. Executive Summary 3 2. Preliminary Financial Analyses 8 3. Selected Public Market Observations 15 Selected Trading Information 16 Selected WSG Equity Research Observations 25 4. Appendices 30 Selected Benchmarking Information 31 Glossary 37 5. Disclaimer 39
Page 1. Executive Summary 3 2. Preliminary Financial Analyses 8 3. Selected Public Market Observations 15 4. Appendices 30 5. Disclaimer 39
Preliminary and Confidential | Subject to Further Review and Revision Wanda Sports Group Company Limited ( NasdaqGS:WSG ) (“Wanda Sports Group”, “WSG” or the “Company”) is a publicly traded company incorporated in Hong Kong with a market capitalization of $324.2 1 million that operates as a sports events, media and marketing platform. The Company operates in three segments: ( i ) Spectator Sports, (ii) Digital, Production, Sports Solutions (“DPSS”) and (iii) Mass Participation. On September 30, 2020, Wanda Sports Group’s board of directors (the “Board”) received a preliminary non - binding proposal letter from Wanda Sports & Media (Hong Kong) Holding Co. Limited (collectively with its affiliates, the “Buyer”), a wholly - owned subsidiary of Dalian Wanda Group Co. Ltd., to acquire all of the Class A ordinary shares of the Company (the “Class A Ordinary Shares”), including American depositary shar es representing Class A Ordinary Shares (“ADSs”, with every two ADSs representing three Class A Ordinary Shares), for $2.50 per ADS, or $1.67 per Cla ss A Ordinary Share, in cash (the “Initial Proposal ”). The Buyer beneficially owns all Class B ordinary shares of the Company, representing approximately 70.4% of all the issued an d o utstanding shares of the Company and approximately 90.5% of the aggregate voting power of the Company. Per the preliminary non - binding proposal letter as publicly filed, the Buyer intends to finance the Transaction with equity inve stments or loans provided by the Buyer’s affiliates or other parties. On October 6, 2020, the Company announced that its Board had formed an independent committee comprising of the Company’s inde pen dent directors (the “Special Committee”) to consider the Initial Proposal as well as other alternatives that may be available to the Company . On October 21, 2020 , Houlihan Lokey (China) Limited was retained by the Special Committee to render a written opinion (the “Opinion”), if requested, as to whether the consideration to be received by the unaffiliated shareholders of Wanda Sports Group is fair to them from a fin anc ial point of view. Skadden, Arps, Slate, Meagher & Flom LLP was engaged as the U.S. Counsel to the Special Committee . On December 11, 2020, the Buyer verbally indicated they were willing to acquire all of the Class A Ordinary Shares of the Company, including ADS representing Class A Ordinary Shares, for $2.55 per ADS, in cash (the “Transaction ”). Sources: Company management, public filings, Capital IQ . 1. As of 12/18/2020. Executive Summary Situation Overview 4
Preliminary and Confidential | Subject to Further Review and Revision Executive Summary Summary of Selected Changes from Prior Materials Dated December 4, 2020 Prior Materials dated December 4, 2020 (Market Data as of November 30, 2020) Current Materials dated December 22, 2020 ( Market Data as of December 18, 2020) Change [1] Selected Companies Analysis Selected Adjusted EBITDA Multiples CY 2021E CY 2022E CY 2021E – CY 2024E Average 6.5x – 8.5x 5.0x – 7.0x 6.0x – 8.0x 6.5x – 8.5x 5.0x – 7.0x 6.0x – 8.0x 0.00x – 0.00x 0.00x – 0.00x 0.00x – 0.00x Discounted Cash Flow Analysis Selected Discount Rate Selected Terminal Multiple 8.0% – 12.0% 6.0x – 8.0x 8.0% – 12.0% 6.0x – 8.0x 0.00% – 0.00% 0.0x – 0.0x Implied Per ADS Value Reference Ranges Selected Companies Analysis Capitalized Periods CY 2021E CY 2022E CY 2021E – CY 2024E Average $2.08 – $3.22 $2.07 – $3.54 $2.20 – $3.47 $2.13 – $3.29 $2.12 – $3.62 $2.25 – $3.55 $0.05 – $0.07 $0.05 – $0.08 $0.05 – $0.08 Discounted Cash Flow Analysis $2.29 – $3.79 $2.37 – $3.89 $0.08 – $0.10 Sources: Company management . 1. Computed as Current Discussion Materials (12/22/2020 ) less Prior Discussion Materials (12/4/2020). Since the Prior Materials dated December 4 , 2020, the selected multiples, discount rates and terminal multiple remain unchanged. Changes in Implied Per ADS Value Reference Ranges between the Prior Materials dated 12/4/2020 and Current Materials dated 12/22/2020 are primarily due to foreign exchange rate fluctuations between 11/30/2020 and 12/18/2020. Company management indicated that historical capital expenditures for CY 2017 - 2019 were €8.0 million, €8.0 million and €9.3 mill ion, respectively, compared to €13.0 million, €14.2 million and €13.9 million, respectively, as shown in the Prior Materials. Comp any management indicated that the figures shown in the Prior Materials included the impact of The IRONMAN Group which was dispose d o f in July 2020. Otherwise, Company management did not provide updated financial information since the Prior Materials dated 12/4/2020. 5
Preliminary and Confidential | Subject to Further Review and Revision Additionally, since the Prior Materials dated December 4 , 2020, the following market changes have occurred: Sources: Public filings, Capital IQ, Bloomberg. Note: No company used in this analysis for comparative purposes is identical to the Company. 1. Computed as Current Materials dated 12/22/2020 less Prior Materials dated 12/4/2020. 2. Enterprise value equals equity market value + debt outstanding + preferred stock + minority interests – cash and cash equivalent. Executive Summary Summary of Selected Changes from Prior Materials Dated December 4, 2020 (cont.) (dollars in millions, except per share/ADS values ) 6 Prior Materials dated 12/4/2020 Current Materials dated 12/22/2020 Market Data as of 11/30/2020 Market Data as of 12/18/2020 Change [1] Enterprise Value [2] to Adjusted EBITDA Enterprise Value [2] to Adjusted EBITDA Enterprise Value [2] to Adjusted EBITDA Share/ADS Average Share/ADS Average Share/ADS Average Price CY 2021E CY 2022E 2021E - 2024E Price CY 2021E CY 2022E 2021E - 2024E Price CY 2021E CY 2022E 2021E - 2024E Cheil Worldwide Inc. $18.73 5.8x 5.4x 3.9x $19.39 5.9x 5.3x 4.3x $0.66 0.0x 0.0x 0.4x Dentsu Group Inc. $32.58 8.0x 7.6x NA $31.59 8.2x 7.3x NA ($0.99) 0.2x -0.3x NA Omnicom Group Inc. $63.00 7.8x 7.5x 7.4x $61.62 7.7x 7.4x 7.3x ($1.38) -0.1x -0.1x -0.1x Publicis Groupe S.A. $45.52 5.5x 5.3x 5.5x $50.76 5.9x 5.6x 5.9x $5.24 0.4x 0.4x 0.4x The Interpublic Group of Companies, Inc. $22.28 8.0x 7.6x 7.5x $23.94 8.5x 8.1x 8.0x $1.66 0.5x 0.5x 0.6x WPP plc $9.68 6.7x 6.3x 6.4x $10.98 7.3x 6.8x 6.8x $1.30 0.6x 0.5x 0.4x Low 5.5x 5.3x 3.9x 5.9x 5.3x 4.3x 0.3x 0.1x 0.4x High 8.0x 7.6x 7.5x 8.5x 8.1x 8.0x 0.5x 0.5x 0.6x Median 7.2x 6.9x 6.4x 7.5x 7.0x 6.8x 0.2x 0.1x 0.4x Mean 7.0x 6.6x 6.1x 7.2x 6.8x 6.5x 0.3x 0.1x 0.3x Prior Materials dated 12/4/2020 Current Materials dated 12/22/2020 Market Data as of 11/30/2020 Market Data as of 12/18/2020 Change [1] Enterprise Value [2] to Adjusted EBITDA Enterprise Value [2] to Adjusted EBITDA Enterprise Value [2] to Adjusted EBITDA Share/ADS Average Share/ADS Average Share/ADS Average Price CY 2021E CY 2022E 2021E - 2024E Price CY 2021E CY 2022E 2021E - 2024E Price CY 2021E CY 2022E 2021E - 2024E Discovery, Inc. $26.91 8.1x 7.8x 8.0x $27.80 8.5x 8.1x 8.2x $0.89 0.4x 0.3x 0.1x Fox Corporation $28.84 8.0x 7.7x 8.0x $28.16 7.8x 7.4x 7.8x ($0.68) -0.2x -0.2x -0.2x MSG Networks Inc. $12.14 6.7x NA NA $14.43 7.3x NA NA $2.29 0.6x NA NA ViacomCBS Inc. $35.28 8.0x 7.6x 7.8x $35.26 8.1x 7.7x 7.8x ($0.02) 0.0x 0.2x 0.1x Low 6.7x 7.6x 7.8x 7.3x 7.4x 7.8x 0.6x (0.1x) 0.0x High 8.1x 7.8x 8.0x 8.5x 8.1x 8.2x 0.4x 0.3x 0.1x Median 8.0x 7.7x 8.0x 7.9x 7.7x 7.8x (0.1x) 0.1x (0.1x) Mean 7.7x 7.7x 7.9x 7.9x 7.8x 7.9x 0.2x 0.1x (0.0x) Prior Materials dated 12/4/2020 Current Materials dated 12/22/2020 Market Data as of 11/30/2020 Market Data as of 12/18/2020 Change [1] Enterprise Value [2] to Adjusted EBITDA Enterprise Value [2] to Adjusted EBITDA Enterprise Value [2] to Adjusted EBITDA Share/ADS Average Share/ADS Average Share/ADS Average Price CY 2021E CY 2022E 2021E - 2024E Price CY 2021E CY 2022E 2021E - 2024E Price CY 2021E CY 2022E 2021E - 2024E ITV plc $1.26 7.3x 6.9x 7.1x $1.45 8.2x 7.3x 7.4x $0.19 0.9x 0.4x 0.3x Mediaset S.p.A. $2.36 7.6x 6.3x NA $2.56 6.6x 6.3x NA $0.20 -0.9x 0.0x NA Nexstar Media Group, Inc. $105.25 7.7x 6.6x 6.8x $101.81 7.6x 6.5x 6.7x ($3.44) -0.1x -0.1x -0.1x Sinclair Broadcast Group, Inc. $27.26 10.0x 8.3x 9.0x $28.64 10.3x 9.2x 10.1x $1.38 0.3x 0.9x 1.1x TEGNA Inc. $14.41 8.6x 6.6x NA $13.38 8.5x 6.4x NA ($1.03) -0.2x -0.2x NA Télévision Française 1 Société anonyme $7.74 3.6x 3.6x NA $8.38 3.5x 3.5x NA $0.63 0.0x -0.1x NA Low 3.6x 3.6x 6.8x 3.5x 3.5x 6.7x (0.0x) (0.1x) (0.1x) High 10.0x 8.3x 9.0x 10.3x 9.2x 10.1x 0.3x 0.9x 1.1x Median 7.6x 6.6x 7.1x 7.9x 6.4x 7.4x 0.3x (0.2x) 0.3x Mean 7.5x 6.4x 7.6x 7.4x 6.5x 8.1x (0.0x) 0.2x 0.4x WSG $2.27 3.5x 2.8x NA $2.27 3.5x 2.8x NA $0.00 0.0x 0.0x NA
Preliminary and Confidential | Subject to Further Review and Revision (USD, EUR and ADS in millions, except per ADS values) Implied Premiums to Historical Unaffected Closing ADS Trading Prices Summary of Transaction Value Executive Summary Transaction Overview (USD per ADS in actuals) Sources: Company management, public filings, Capital IQ . 1. Based on (i) 208.7 million common shares outstanding and (ii) the net dilutive impact of 5.6 million outstanding options exercisable into common shares based on the t rea sury method, per Company management. Common share to ADS conversion ratio of 3 - 2, per Company management. 2. Represents book value of Company’s investments into equity, debt and convertible debt instruments as of 9/30/2020. 3. Represents book value of investments in companies in which the Company has a significant influence but does not have control as of 9/30/2020. 4. Represents receivables due from and payables due to related parties as of 9/30/2020. 5. Represents unfunded liabilities associated with the Company’s defined benefit pension plan and termination benefits as of 9/3 0/2 020. 6. Represents book value as of 9/30/2020 of contingent consideration associated with prior acquisitions. 7. Represents book value of liabilities associated with certain legal matters, compensation related to fraudulent activities and re structuring liabilities as of 9/30/2020. 8. Per Capital IQ. Preliminary Implied Premium Unaffected Average Closing / of Per ADS Proposal Trading Period Closing Consideration over Average as of 9/29/2020 ADS Price [8] Closing / Closing ADS Price 1-Day Closing $1.80 41.7% 5-Day Average Closing $1.83 39.0% 10-Day Average Closing $1.90 34.4% 1-Month Average Closing $1.95 30.5% 3-Month Average Closing $2.04 24.9% 6-Month Average Closing $2.22 15.0% 1-Year Average Closing $2.69 (5.1%) 52-Week High - 2/19/20 Closing $4.79 (46.8%) 52-Week Low - 3/19/20 Closing $1.44 77.1% Selected Transaction Information Per ADS Transaction Consideration $2.55 ADS Equivalent Outstanding [1] 142.9 Implied Transaction Equity Value (USD) $364.3 USD to EUR Exchange Rate as of 12/18/2020 0.82 Implied Transaction Equity Value (EUR) € 297.9 Cash and Cash Equivalents as of 9/30/2020 (151.7) Investment in Debt & Equity Instruments as of 9/30/2020 [2] (9.5) Investment in Associates and Joint Ventures as of 9/30/2020 [3] (3.6) Related Party Receivables as of 9/30/2020 [4] (114.4) Total Debt as of 9/30/2020 409.5 Long Term Payroll Payables as of 9/30/2020 [5] 16.3 Contingent Consideration as of 9/30/2020 [6] 27.9 Provisions as of 9/30/2020 [7] 10.2 Related Party Liabilities as of 9/30/2020 [4] 4.4 Non-Controlling Interest as of 9/30/2020 2.3 Implied Transaction Enterprise Value (EUR) € 489.5 Implied Transaction Multiples Corresponding Implied Adjusted EBITDA Base Amount Multiple CY 2019 € 119.5 4.1x LTM Ended 9/30/2020 € 90.4 5.4x CY 2020E € 54.4 9.0x CY 2021E € 67.8 7.2x CY 2022E € 87.8 5.6x CY 2023E € 72.1 6.8x CY 2024E € 75.2 6.5x CY 2021E - CY 2024E Average € 75.7 6.5x 7
Page 1. Executive Summary 3 2. Preliminary Financial Analyses 8 3. Selected Public Market Observations 15 4. Appendices 30 5. Disclaimer 39
Preliminary and Confidential | Subject to Further Review and Revision Sources: Company management, public filings, Capital IQ, Bloomberg. Note : No particular weight was attributed to any single analysis. Note: Based on ( i ) 208.7 million common shares outstanding and (ii) the net dilutive impact of 5.6 million outstanding options exercisable into common shares based on the treasury method, per Company management. Common share to ADS conversion ratio of 3 - 2, per Company management. Financial Analyses Summary (dollars in actuals) Selected Companies Analysis CY 2021E Adjusted EBITDA 6.5x – 8.5 x CY 2022E Adjusted EBITDA 5.0x – 7.0 x Average CY 2021E – CY 2024E Adjusted EBITDA 6.0x – 8.0 x Discounted Cash Flow Analysis Discount Rate: 8.0% – 12.0% Terminal Multiple : 6.0x – 8.0x Implied Per ADS Value Reference Ranges Per ADS Transaction Consideration: $2.55 $2.37 $2.25 $2.12 $2.13 $3.89 $3.55 $3.62 $3.29 $0.00 $1.00 $2.00 $3.00 $4.00 $5.00 $6.00 9
Preliminary and Confidential | Subject to Further Review and Revision Financial Analyses Summary (USD, EUR and ADS in millions, except per ADS values) Implied Per ADS Value Reference Ranges See the following page for footnotes. Selected Companies Selected Companies Selected Companies Discounted Cash Flow Analysis Analysis Analysis Analysis CY 2021E CY 2022E CY 2021E - CY 2024E Terminal Multiple Adjusted EBITDA Adjusted EBITDA Average Adjusted EBITDA 6.0x -- 8.0x Discount Rate 8.0% -- 12.0% Capitalized Adjusted EBITDA € 67.8 € 87.8 € 75.7 Selected Multiples Range 6.5x -- 8.5x 5.0x -- 7.0x 6.0x -- 8.0x Preliminary Implied Enterprise Value Reference Range € 440.6 -- € 576.2 € 438.9 -- € 614.5 € 454.4 -- € 605.9 € 467.9 -- € 646.5 Cash and Cash Equivalents as of 9/30/2020 151.7 -- 151.7 151.7 -- 151.7 151.7 -- 151.7 151.7 -- 151.7 Investment in Debt & Equity Securities as of 9/30/2020 [1] 9.5 -- 9.5 9.5 -- 9.5 9.5 -- 9.5 9.5 -- 9.5 Investment in Associates and Joint Ventures as of 9/30/2020 [2] 3.6 -- 3.6 3.6 -- 3.6 3.6 -- 3.6 3.6 -- 3.6 Related Party Receivables as of 9/30/2020 [3] 114.4 -- 114.4 114.4 -- 114.4 114.4 -- 114.4 114.4 -- 114.4 Implied Total Enterprise Value Reference Range € 719.7 -- € 855.3 € 718.0 -- € 893.6 € 733.5 -- € 885.0 € 747.0 -- € 925.6 Total Debt as of 9/30/2020 (409.5) -- (409.5) (409.5) -- (409.5) (409.5) -- (409.5) (409.5) -- (409.5) Long Term Payroll Payables as of 9/30/2020 [4] (16.3) -- (16.3) (16.3) -- (16.3) (16.3) -- (16.3) (16.3) -- (16.3) Contingent Consideration as of 9/30/2020 [5] (27.9) -- (27.9) (27.9) -- (27.9) (27.9) -- (27.9) (27.9) -- (27.9) Provisions as of 9/30/2020 [6] (10.2) -- (10.2) (10.2) -- (10.2) (10.2) -- (10.2) (10.2) -- (10.2) Related Party Liabilities as of 9/30/2020 [3] (4.4) -- (4.4) (4.4) -- (4.4) (4.4) -- (4.4) (4.4) -- (4.4) Non-Controlling Interest as of 9/30/2020 (2.3) -- (2.3) (2.3) -- (2.3) (2.3) -- (2.3) (2.3) -- (2.3) Implied Total Equity Value Reference Range (EUR) € 249.1 -- € 384.7 € 247.4 -- € 423.0 € 262.9 -- € 414.3 € 276.3 -- € 455.0 USD to EUR Exchange Rate as of 12/18/2020 0.82 -- 0.82 0.82 -- 0.82 0.82 -- 0.82 0.82 -- 0.82 Implied Total Equity Value Reference Range (USD) $304.6 -- $470.4 $302.5 -- $517.3 $321.5 -- $506.7 $338.0 -- $556.4 ADS Equivalents Outstanding [7] 142.9 -- 142.9 142.9 -- 142.9 142.9 -- 142.9 142.9 -- 142.9 Implied Per ADS Value Reference Range $2.13 -- $3.29 $2.12 -- $3.62 $2.25 -- $3.55 $2.37 -- $3.89 Implied Adjusted EBITDA Multiples Adj. EBITDA CY 2019 € 119.5 3.7x -- 4.8x 3.7x -- 5.1x 3.8x -- 5.1x 3.9x -- 5.4x LTM (9/30/2020) € 90.4 4.9x -- 6.4x 4.9x -- 6.8x 5.0x -- 6.7x 5.2x -- 7.2x CY 2020E € 54.4 8.1x -- 10.6x 8.1x -- 11.3x 8.4x -- 11.1x 8.6x -- 11.9x CY 2021E € 67.8 6.5x -- 8.5x 6.5x -- 9.1x 6.7x -- 8.9x 6.9x -- 9.5x CY 2022E € 87.8 5.0x -- 6.6x 5.0x -- 7.0x 5.2x -- 6.9x 5.3x -- 7.4x CY 2023E € 72.1 6.1x -- 8.0x 6.1x -- 8.5x 6.3x -- 8.4x 6.5x -- 9.0x CY 2024E € 75.2 5.9x -- 7.7x 5.8x -- 8.2x 6.0x -- 8.1x 6.2x -- 8.6x CY 2021E - CY 2024E Average € 75.7 5.8x -- 7.6x 5.8x -- 8.1x 6.0x -- 8.0x 6.2x -- 8.5x 10
Preliminary and Confidential | Subject to Further Review and Revision Financial Analyses Summary (cont.) Sources: Company management, public filings, Capital IQ, Bloomberg. Note: No particular weight was attributed to any analysis. 1. Represents book value of Company’s investments into equity, debt and convertible debt instruments as of 9/30/2020. 2. Represents book value of investments in companies in which the Company has a significant influence but does not have control as of 9/30/2020. 3. Represents receivables due from and payables due to related parties as of 9/30/2020. 4. Represents unfunded liabilities associated with the Company’s defined benefit pension plan and termination benefits as of 9/3 0/2 020. 5. Represents book value as of 9/30/2020 of contingent consideration associated with prior acquisitions. 6. Represents book value of liabilities associated with certain legal matters, compensation related to fraudulent activities and re structuring liabilities as of 9/30/2020. 7. Based on ( i ) 208.7 million common shares outstanding and (ii) the net dilutive impact of 5.6 million outstanding options exercisable int o c ommon shares based on the treasury method, per Company management. Common share to ADS conversion ratio of 3 - 2, per Company management . 11
Preliminary and Confidential | Subject to Further Review and Revision Selected Historical & Projected Financial Information Sources: Company management, public filings. Note: Historical financial information is unaudited pro forma and excludes The IRONMAN Group which was disposed of in July 20 20. Note: Historical and Projected Adjusted EBITDA excludes impact of income from associates and joint ventures. Note: In November 2020 it was reported that Italy’s Serie A soccer leagues’s board unanimously approved a deal in which CVC Capital Partners, Advent International and Italy’s FSI fund would pay €1.7 billion for a 10% interest in a new media unit created by Serie A, which will manage the league’s TV rights. As such, the Company is expected to lose a material amount of its existing business with Serie A. The projected financials have not been adjusted to exclude the expected loss in revenue contribution and associated expenses from the loss of Serie A business. 1. Figures primarily relate to rental income, bad debt expense, insurance refunds, among other items. 2. Total Adjustments: 3. Represents other one - time expenses, including acquisition - related expenses, extraordinary customer termination costs and re - meas urement of contingent consideration, among other items. (EUR in millions) 12 Fiscal Year Ended December 31, LTM Ended Fiscal Year Ending December 31, 2017 2018 2019 9/30/2020 2020E 2021E 2022E 2023E 2024E Revenues, Net € 725.8 € 885.4 € 769.4 € 489.2 € 477.1 € 738.2 € 891.0 € 777.2 € 758.8 Growth % 22.0% -13.1% -38.0% 54.8% 20.7% -12.8% -2.4% Cost of Sales (476.5) (605.4) (517.1) (287.1) (316.7) (499.3) (625.0) (529.8) (502.0) Gross Profit € 249.4 € 279.9 € 252.3 € 202.1 € 160.4 € 238.9 € 266.0 € 247.3 € 256.7 Margin % 34.4% 31.6% 32.8% 41.3% 33.6% 32.4% 29.8% 31.8% 33.8% Personnel Expenses (100.1) (110.5) (125.4) (112.1) (94.7) (129.2) (136.1) (131.4) (136.2) Selling, Office & Administrative Expenses (33.8) (34.8) (45.1) (37.4) (36.6) (42.8) (42.8) (44.5) (46.0) Other Operating Income / (Expenses), Net [1] 5.3 (25.4) 4.4 18.6 17.1 0.8 0.8 0.8 0.7 Total Adjustments [2] 11.1 35.7 33.4 19.2 8.2 0.0 0.0 0.0 0.0 Total Operating Expenses (€ 117.5) (€ 135.0) (€ 132.8) (€ 111.7) (€ 106.0) (€ 171.2) (€ 178.2) (€ 175.2) (€ 181.5) Adjusted EBITDA € 131.9 € 144.9 € 119.5 € 90.4 € 54.4 € 67.8 € 87.8 € 72.1 € 75.2 Margin % 18.2% 16.4% 15.5% 18.5% 11.4% 9.2% 9.9% 9.3% 9.9% Growth % 9.9% -17.5% -54.5% 24.7% 29.5% -17.8% 4.2% Depreciation & Amortization (13.5) (22.4) (24.2) (26.4) (22.7) (22.6) (23.2) (22.6) (21.2) Adjusted EBIT € 118.4 € 122.6 € 95.3 € 64.1 € 31.7 € 45.2 € 64.6 € 49.5 € 54.0 Margin % 16.3% 13.8% 12.4% 13.1% 6.6% 6.1% 7.2% 6.4% 7.1% Additional Financial Information Capital Expenditures € 8.0 € 8.0 € 9.3 € 6.7 € 8.7 € 13.3 € 7.6 € 7.8 € 7.9 Income From Associates and Joint Ventures € 0.5 € 5.6 € 1.8 € 1.2 (€ 0.1) (€ 0.1) € 0.1 € 0.2 (€ 0.1) Share-Based Compensation € 6.9 € 3.0 € 13.9 € 7.3 € 3.6 NA NA NA NA Bad Debt Expenses Related to Specific Customer -- 27.1 -- -- -- -- -- -- -- Estimated Compensation Related to Fraudulent Activities -- -- 12.4 4.1 -- -- -- -- -- Expenses Related to IPO and Financings 0.3 2.6 4.6 1.4 0.3 -- -- -- -- Restructure and Disposal of Investments / Subsidiaries 3.4 0.0 2.5 6.4 3.9 -- -- -- -- Other Adjustments [3] 0.5 2.9 (0.0) (0.1) 0.4 -- -- -- -- Total Adjustments € 11.1 € 35.7 € 33.4 € 19.2 € 8.2 € 0.0 € 0.0 € 0.0 € 0.0
Preliminary and Confidential | Subject to Further Review and Revision Selected Companies Analysis Sources: Bloomberg, Capital IQ, public filings and Wall Street research . 1. Enterprise Value equals equity market value + debt outstanding + preferred stock + minority interests – cash and cash equivalents . 2. Based on closing prices as of 12/18/2020. 3. Based on diluted shares. 4. Multiples based on forward looking financial information may have been calendarized to the Company’s fiscal year end of December 31st . 5. Represents the last full trading day prior to receipt and announcement of the Initial Proposal on 9/30/2020 . (dollars in millions, except per share/ADS values ) 13 Enterprise Value [1] to Adjusted EBITDA Share / ADS Equity Market Enterprise Average Accepted Range Advertising Agency Selected Companies Country Exchange Price [2] Value [2,3] Value [2,3] CY 2021E [4] CY 2022E [4] 2021E - 2024E [4] Cheil Worldwide Inc. South Korea KOSE $19.39 $1,964.0 $1,471.5 5.9x 5.3x 4.3x Dentsu Group Inc. Japan TSE 31.59 8,886.8 13,013.1 8.2x 7.3x NA NA Omnicom Group Inc. United States NYSE 61.62 13,271.3 16,471.4 7.7x 7.4x 7.3x Publicis Groupe S.A. France ENXTPA 50.76 12,441.3 15,820.3 5.9x 5.6x 5.9x The Interpublic Group of Companies, Inc. United States NYSE 23.94 9,440.4 11,967.4 8.5x 8.1x 8.0x WPP plc United Kingdom LSE 10.98 13,593.7 17,768.5 7.3x 6.8x 6.8x Low 5.9x 5.3x 4.3x High 8.5x 8.1x 8.0x Median 7.5x 7.0x 6.8x Mean 7.2x 6.8x 6.5x TV Network Selected Companies Discovery, Inc. United States NasdaqGS $27.80 $18,292.5 $33,669.5 8.5x 8.1x 8.2x Fox Corporation United States NasdaqGS 28.16 16,765.7 19,976.7 7.8x 7.4x 7.8x MSG Networks Inc. United States NYSE 14.43 826.4 1,646.5 7.3x NA NA NA NA ViacomCBS Inc. United States NasdaqGS 35.26 21,834.6 39,354.6 8.1x 7.7x 7.8x Low 7.3x 7.4x 7.8x High 8.5x 8.1x 8.2x Median 7.9x 7.7x 7.8x Mean 7.9x 7.8x 7.9x TV Broadcasting Selected Companies ITV plc United Kingdom LSE $1.45 $5,853.0 $6,784.0 8.2x 7.3x 7.4x Mediaset S.p.A. Italy BIT 2.56 2,911.3 4,737.2 6.6x 6.3x NA NA Nexstar Media Group, Inc. United States NasdaqGS 101.81 4,765.0 12,257.7 7.6x 6.5x 6.7x Sinclair Broadcast Group, Inc. United States NasdaqGS 28.64 2,131.3 14,216.3 10.3x 9.2x 10.1x TEGNA Inc. United States NYSE 13.38 2,938.8 6,695.0 8.5x 6.4x NA NA Télévision Française 1 Société anonyme France ENXTPA 8.38 1,762.5 1,850.7 3.5x 3.5x NA NA Low 3.5x 3.5x 6.7x High 10.3x 9.2x 10.1x Median 7.9x 6.4x 7.4x Mean 7.4x 6.5x 8.1x WSG (Current as of 12/18/2020) China NasdaqGS $2.27 $324.3 $564.0 3.5x 2.8x NA WSG (Unaffected as of 9/29/2020) [5] China NasdaqGS $1.80 $257.0 $487.7 3.1x 2.5x NA
Preliminary and Confidential | Subject to Further Review and Revision Discounted Cash Flow Analysis (EUR in millions) For purposes of calculating terminal value, 2024E Adjusted EBITDA is adjusted to capture event - driven cyclicality of certain of the Company’s segments . Source: Company management. Note: Present values as of 12/18/2020; mid - year convention applied. Note: At the direction of Company management, forecasted change in net working capital in each projection period is assumed t o b e €0. 1. Represents projected remaining 2020E results based on YTD results as of September 30, 2020. 2. Figures primarily relate to rental income, bad debt expense, insurance refunds, among other items. 3. Tax rate at 26.0%, per Company management. 4. Certain segments and expenses are not cyclical in nature and expected 2024E performance as a representative level. 5. Financial performance largely impacted by FIS Ski World Championships that are held every other year. As such, two - year average performance is a representative level. 6. Financial performance largely impacted by ( i ) EHF European Championships held in even years, (ii) FIBA Basketball World Cup held every four years (latest in 2019), and ( iii ) CEV European Volleyball Championships held in odd years. As such, four - year average performance is a representative level. 7. DPSS “base” revenue and gross profit is expected to grow over the projection period mainly due to growth in the Company’s dig ita l service business, per Company management. Additionally, DPSS performance spikes every four years due to the World Cup, with an estimated gross margin impact of ~€10 million. 2024E cyclicality Adjusted DPSS Gross Profit calculated as ( i ) 2024E gross profit which reflects the “base” DPSS segment plus (ii) ~ € 10 million impact of World Cup multiplied by 25.0% to account for occurrence every four years. 8. Two - year average used to account for variation in Personnel Expenses in the projection period. Projected Fiscal Year Ending December 31, 2020E [1] 2021E 2022E 2023E 2024E 2024E Cyclicality-Adjusted EBITDA Assumptions Revenues, Net € 170.4 € 738.2 € 891.0 € 777.2 € 758.8 2024E Football Gross Profit [4] € 43.6 Growth % 54.8% 20.7% -12.8% -2.4% 2023E - 2024E Average Winter Sports Gross Profit [5] 69.7 2021E - 2024E Average Summer Sports Gross Profit [6] 49.3 Cost of Sales (141.9) (499.3) (625.0) (529.8) (502.0) Cyclicality-Adjusted Spectator Sports Gross Profit € 162.6 Personnel Expenses (19.6) (129.2) (136.1) (131.4) (136.2) 2024E Mass Participation Gross Profit [4] 31.3 Selling, Office & Administrative Expenses (14.9) (42.8) (42.8) (44.5) (46.0) 2024E Cyclicality-Adjusted DPSS Gross Profit [7] 65.7 Other Operating Income / (Expenses), Net [2] 3.3 0.8 0.8 0.8 0.7 2024E Cyclicality-Adjusted Gross Profit € 259.5 Adjusted EBITDA (€ 2.8) € 67.8 € 87.8 € 72.1 € 75.2 2023E - 2024E Average Personnel Expenses [8] (133.8) Depreciation & Amortization (5.6) (22.6) (23.2) (22.6) (21.2) 2024E Selling, Office & Administrative Expenses [4] (46.0) Adjusted EBIT (€ 8.3) € 45.2 € 64.6 € 49.5 € 54.0 2024E Other Operating Income / (Expenses), Net [4] 0.7 Taxes [3] 2.2 (11.8) (16.8) (12.9) (14.0) 2024E Cyclicality-Adjusted EBITDA € 80.4 Unlevered Earnings (€ 6.2) € 33.5 € 47.8 € 36.6 € 40.0 Capital Expenditures (4.6) (13.3) (7.6) (7.8) (7.9) Depreciation & Amortization 5.6 22.6 23.2 22.6 21.2 Unlevered Free Cash Flows (€ 5.2) € 42.7 € 63.4 € 51.5 € 53.3 Present Value PV of Terminal Value of Cash Flows as a Multiple of Implied Enterprise Value Discount Rate (2020E - 2024E) 2024E Cyclicality-Adjusted EBITDA Discount Rate 6.0x 7.0x 8.0x 6.0x 7.0x 8.0x 6.0x 7.0x 8.0x 8.0% € 175.0 € 353.6 € 412.5 € 471.5 € 528.6 € 587.6 € 646.5 8.0% 66.9% 70.2% 72.9% 9.0% € 171.7 € 340.7 € 397.5 € 454.3 € 512.4 € 569.2 € 626.0 9.0% 66.5% 69.8% 72.6% 10.0% € 168.6 + € 328.4 € 383.1 € 437.8 = € 496.9 € 551.7 € 606.4 10.0% 66.1% 69.4% 72.2% 11.0% € 165.5 € 316.6 € 369.4 € 422.1 € 482.1 € 534.9 € 587.6 11.0% 65.7% 69.1% 71.8% 12.0% € 162.5 € 305.3 € 356.2 € 407.1 € 467.9 € 518.8 € 569.7 12.0% 65.3% 68.7% 71.5% PV of Terminal Value as a % of Enterprise Value 14
Page 1. Executive Summary 3 2. Preliminary Financial Analyses 8 3. Selected Public Market Observations 15 Selected Trading Information 16 Selected WSG Equity Research Observations 25 4. Appendices 30 5. Disclaimer 39
Page 1. Executive Summary 3 2. Preliminary Financial Analyses 8 3. Selected Public Market Observations 15 Selected Trading Information 16 Selected WSG Equity Research Observations 25 4. Appendices 30 5. Disclaimer 39
Preliminary and Confidential | Subject to Further Review and Revision -80.0% -70.0% -60.0% -50.0% -40.0% -30.0% -20.0% -10.0% 0.0% 10.0% 20.0% Jul-19 Oct-19 Jan-20 Mar-20 Jun-20 Aug-20 Nov-20 Relative Share Price Return Wanda Sports Group Advertising Agency Companies Index TV Network Companies Index TV Broadcasting Companies Index MSCI World Index COVID-19 "Recovery" Wanda Sports Group (62.4%) Advertising Agency Companies Index (26.0%) Pre COVID-19 Peak TV Network Companies Index (29.8%) to TV Broadcasting Companies Index (33.6%) Proposal (9/29/2020) MSCI World Index (3.1%) Wanda Sports Group (69.9%) Initial COVID-19 Advertising Agency Companies Index (46.9%) Impact to Share Price TV Network Companies Index (46.8%) (Peak to Trough) TV Broadcasting Companies Index (47.3%) MSCI World Index (34.2%) Since Initial Proposal (9/30/2020 – 12/18/2020) 12.6% Sources: Capital IQ, public filings. Note: Advertising Agency Companies Index is equally weighted and includes Cheil Worldwide Inc., Dentsu Group Inc ., Omnicom Group Inc., Publicis Groupe S.A ., The Interpublic Group of Companies, Inc. and WPP plc. Note: TV Network Companies Index is equally weighted and includes Discovery , Inc., Fox Corporation, MSG Networks Inc., and ViacomCBS Inc. Note: TV Broadcasting Companies Index is equally weighted and includes ITV plc, Mediaset S.p.A., Nexstar Media Group, Inc., Sinclair Broadcast Group, Inc., TEGNA Inc., and Television Francaise 1 SA. Relative Total Shareholder Return Since Wanda Sports Group IPO 2.2% 28.5% 24.0% Wanda Sports Group confirms preliminary discussions on potential IRONMAN sale 31.9% Share Price Performance Prior to Proposal 7/26/2019 - 9/29/2020 Wanda Sports Group (65.1%) Advertising Agency Companies Index (29.0%) TV Network Companies Index (37.3%) TV Broadcasting Companies Index (35.0%) MSCI World Index 6.5% 17
Preliminary and Confidential | Subject to Further Review and Revision Market Trading Overview (USD, EUR and ADS in millions, except per share values and where otherwise noted ) Sources: Capital IQ, public filings, Wall Street Research, Company management. 1. Current ADS Price as of 12/18/2020 based on ( i ) 208.7 million common shares outstanding and (ii) the net dilutive impact of 5.6 million outstanding options exercisable int o c ommon shares based on the treasury method. Unaffected ADS Price as of 9/29/2020 b ased on ( i ) 205.0 million common shares outstanding and (ii) the net dilutive impact of 9.3 million outstanding options exercisable into common shares based on the treasury method, per Form 20 - F for year ended 12/31/2019 . Common share to ADS conversion ratio of 3 - 2, per public filings. 2. Per Capital IQ. 3. Current ADS Price as of 12/18/2020 as of 9/30/2020 and Unaffected ADS Price as of 9/29/2020 as of 7/31/2020, per public filin gs. 4. Per Form 20 - F for year ended 12/31/2019. 5. Current ADS Price as of 12/18/2020 as of 9/30/2020 and Unaffected ADS Price as of 9/29/2020 as of 6/30/2020, per public filings. 6. Represents average estimate per Citigroup, Deutsche Bank and Loop Capital Markets equity research reports. 7. Represents ADS equivalents held by shareholders other than the Buyer per Company management. Based on 208.7 million common shares outsta ndi ng or an equivalent of 139.1 million ADS, per Company management. 18 Public Market Enterprise Value Selected Trading Information [2] Current Unaffected Current Unaffected ADS Price ADS Price as of as of as of 12/18/2020 as of 9/29/2020 as of 12/18/2020 as of 9/29/2020 Closing ADS Price $2.27 $1.80 10-Day Average $2.26 $1.90 ADS Equivalents Outstanding [1] 142.9 142.8 1-Month Average $2.23 $1.95 Market Value of Equity (USD) $324.3 $257.0 3-Month Average $2.19 $2.04 USD to EUR Exchange Rate [2] 0.82 0.85 6-Month Average $2.13 $2.22 Market Value of Equity (EUR) € 265.2 € 219.0 52-Week High Closing Price $4.79 $4.79 52-Week Low Closing Price $1.44 $1.44 Cash and Cash Equivalents [3] (151.7) (208.7) Investment in Debt & Equity Instruments as of 12/31/2019 [4] (22.9) (22.9) Investment in Associates and Joint Ventures [5] (3.6) (3.7) Related Party Receivables as of 12/31/2019 [4] (112.8) (112.8) Total Debt [3] 409.5 472.5 Long Term Payroll Payables [5] 16.3 16.0 Contingent Consideration as of 12/31/2019 [4] 36.8 36.8 Provisions [5] 10.2 4.3 Share-Based Payment Liabilities as of 12/31/2019 [4] 11.9 11.9 Non-Controlling Interest [5] 2.3 3.0 Public Market Enterprise Value (EUR) € 461.2 € 415.4 Selected Implied Trading Multiples Other Market Information Current Unaffected Current Unaffected ADS Price ADS Price as of as of as of 12/18/2020 as of 9/29/2020 as of 12/18/2020 as of 9/29/2020 Enterprise Value / Adjusted EBITDA 90-Day Average Daily Trading Value [2] $0.3 $0.2 CY 2020E [6] € 86.7 5.3x 4.8x % of Market Value of Equity 0.09% 0.09% CY 2021E [6] € 133.0 3.5x 3.1x 90-Day Average Daily Trading Volume (in thousands) [2] 129.3 107.8 CY 2022E [6] € 165.2 2.8x 2.5x % of Total ADS Outstanding 0.09% 0.08% % of Total Public Float 0.31% 0.26% Total Public Float [7] 41.2 % of Total ADS Outstanding [7] 29.6%
Preliminary and Confidential | Subject to Further Review and Revision 0.0 0.5 1.0 1.5 2.0 2.5 3.0 3.5 4.0 $0.00 $1.00 $2.00 $3.00 $4.00 $5.00 $6.00 7/26/2019 9/26/2019 11/26/2019 1/26/2020 3/26/2020 5/26/2020 7/26/2020 9/26/2020 11/26/2020 Volume (mm) Daily Trading Volume Closing ADS Price (USD) Transaction Price Unaffected Closing ADS Price on 9/29/2020 Closing Price (Per ADS) Event Date Comments A 7/26/2019 C ompleted a smaller than expected U.S. IPO, raising $190.4 million. Initiated trading under the WSG ticker on the Nasdaq Global Select Market. B 11/27/2019 F iled a shelf registration in the amount of $31.1 million in conjunction with an employee equity incentive plan. C 2/19/2020 Following media reports that the Company is considering a sale of its IRONMAN triathlon business for about $1 billion, the Company c onfirmed preliminary discussions regarding potential IRONMAN divestiture. D 3/26/2020 Entered into a definitive stock purchase agreement with Advance Publications, Inc., a family - owned business, to sell The IRONMAN Group in an all cash transaction at an enterprise value. Timeline and ADS Trading History S elected Events Sources: Capital IQ, public filings. Event Date Comments E 6/9/2020 Reported Q1 2020 revenue of $180.3 million, representing a 25.6% decrease from the previous year. F 7/20/2020 Completed the previously announced sale of The IRONMAN Group and announced that Mr. Maojun (John) Zeng was appointed as Chairman of the Company, succeeding Mr. Lin Zhang. G 9/1/2020 Reported Q2 2020 revenue of $58.2 million, representing a 75.3% decrease from the previous year, primarily due to postponement or cancellation of events as a result of COVID - 19. H 9/30/2020 Announced receipt of a preliminary non - binding proposal from Wanda Sports & Media (Hong Kong) Holding Co. Limited to acquire all of the outstanding ADS representing Class A Ordinary Shares of the Company for $2.50 per ADS. Transaction Price : $ 2.55 C E F G H D A B Unaffected Closing ADS Price on 9/29/20: $1.80 19
Preliminary and Confidential | Subject to Further Review and Revision ADS Trading Activity Since Initial Proposal Closing ADS Price Since Receipt of Initial Proposal (9/29/2020) 9/30/20 Initial Proposal 1 announced at $2.50/ADS. ADS closed at $2.32/ADS 10/6/20 Announced formation of Independent Board Committee. ADS closed at $2.26/ADS 10/23/20 Filed a 6 - K announcing the Financial Advisor and Legal Council to the Independent Board Committee. ADS closed at $2.25/ADS Transaction: $2.55 per ADS (per ADS values in actuals, ADS in millions) 12/18/20 ADS closed at $2.27/ADS Source: Capital IQ as of 12/18/2020 1. Represents preliminary non - binding proposal letter received from Wanda Sports & Media (Hong Kong) Holding Co. Limited, a wholly - owned subsi diary of Dalian Wanda Group Co., Ltd. on 9/30/2020. 0.0 0.5 1.0 1.5 2.0 2.5 3.0 3.5 $0.00 $0.50 $1.00 $1.50 $2.00 $2.50 $3.00 9/29/2020 10/9/2020 10/19/2020 10/29/2020 11/8/2020 11/18/2020 11/28/2020 12/8/2020 12/18/2020 Volume (in millions) Company Closing ADS Price 20
Preliminary and Confidential | Subject to Further Review and Revision - 1,844 3,827 - - - - - $1.00- $1.49 $1.50- $1.99 $2.00- $2.49 $2.50- $2.99 $3.00- $3.49 $3.50- $3.99 $4.00- $4.49 $4.50- $4.99 - 1,844 8,627 3,271 - - - - $1.00- $1.49 $1.50- $1.99 $2.00- $2.49 $2.50- $2.99 $3.00- $3.49 $3.50- $3.99 $4.00- $4.49 $4.50- $4.99 1,002 4,310 10,336 16,529 6,476 2,838 5,722 3,248 $1.00- $1.49 $1.50- $1.99 $2.00- $2.49 $2.50- $2.99 $3.00- $3.49 $3.50- $3.99 $4.00- $4.49 $4.50- $4.99 2.0% 8.5% 20.5% 32.8% 12.8% 5.6% 11.3% 6.4% Twelve Months Prior to Initial Proposal ( 9/29/2020 1 ) Nine Months Prior to Initial Proposal ( 9/29/2020 1 ) Six Months Prior to Initial Proposal ( 9/29/2020 1 ) Three Months Prior to Initial Proposal ( 9/29/2020 1 ) Selected ADS Trading Activity Prior to Initial Proposal Volume: 50.5 million VWAP 1 : $ 2.91 Volume: 5.7 million VWAP 1 : $ 2.04 Volume: 13.7 million VWAP 1 : $ 2.28 Volume: 39.5 million VWAP 1 : $ 2.87 1 - Day 10 - Day 20 - Day 30 - Day 3 - Month 6 - Month 9 - Month 12 - Month $1.84 $1.89 $2.01 $2.04 $2.06 $2.28 $2.87 $2.91 (dollars per share) Historical VWAP Prior to Initial Proposal (9/29/2020 1 ) ( v olume in thousands) ( v olume in thousands) ( v olume in thousands) ( v olume in thousands) 2.5% 10.9% 26.2% 25.7% 10.7% 2.9% 12.8% 8.2% 0.0% 13.4% 62.8% 23.8% 0.0% 0.0% 0.0% 0.0% 0.0% 32.5% 67.5% 0.0% 0.0% 0.0% 0.0% 0.0% 1,002 4,310 10,336 10,136 4,233 1,146 5,043 3,248 $1.00- $1.49 $1.50- $1.99 $2.00- $2.49 $2.50- $2.99 $3.00- $3.49 $3.50- $3.99 $4.00- $4.49 $4.50- $4.99 % of Total % of Total % of Total % of Total Source: Bloomberg. Note: Based on VWAP over specified period (last twelve months, last nine months, last six months or last three months). Reference to “Mon th” is based on Calendar months. VWAP in dollars. 1. Represents the last full trading day prior to receipt and announcement of the Initial Proposal on 9/30/2020. 21
Preliminary and Confidential | Subject to Further Review and Revision Trading Volume and Float Data Public Float / Shares Outstanding 90 - Day Average Daily Volume / Public Float Source: Capital IQ as of 12/18/2020. Advertising Agency Selected Companies TV Network Selected Companies TV Broadcasting Selected Companies Advertising Agency Selected Companies TV Network Selected Companies TV Broadcasting Selected Companies 67.5% 72.3% 99.3% 90.4% 99.3% 99.9% 67.0% 76.2% 72.9% 89.3% 98.9% 21.2% 96.2% 48.9% 91.8% 48.4% 77.5% 82.7% 29.6% A030000 4324 OMC PUB IPG WPP DISC.A FOXA MSGN VIAC ITV MS NXST SBGI TGNA TFI Mean Median Wanda Sports Group 0.55% 0.49% 1.17% 0.50% 1.07% 0.33% 1.14% 1.09% 1.14% 2.00% 0.51% 0.83% 0.96% 3.44% 0.83% 0.38% 1.03% 0.89% 0.31% A030000 4324 OMC PUB IPG WPP DISC.A FOXA MSGN VIAC ITV MS NXST SBGI TGNA TFI Mean Median Wanda Sports Group 22
Preliminary and Confidential | Subject to Further Review and Revision Trading Volume and Float Data (cont.) 90 - Day Average Daily Volume / Shares Outstanding 90 - Day Average Daily Trading Value Source: Capital IQ as of 12/18/2020. Advertising Agency Selected Companies TV Network Selected Companies TV Broadcasting Selected Companies Advertising Agency Selected Companies TV Network Selected Companies TV Broadcasting Selected Companies $7.1 $30.7 $138.5 $44.8 $83.3 $36.3 $127.1 $137.5 $5.3 $347.9 $23.5 $4.6 $38.8 $28.0 $22.3 $2.7 $67.4 $33.5 $0.3 A030000 4324 OMC PUB IPG WPP DISC.A FOXA MSGN VIAC ITV MS NXST SBGI TGNA TFI Mean Median Wanda Sports Group 0.37% 0.35% 1.16% 0.45% 1.06% 0.33% 0.77% 0.83% 0.83% 1.78% 0.51% 0.18% 0.92% 1.68% 0.76% 0.19% 0.76% 0.76% 0.09% A030000 4324 OMC PUB IPG WPP DISC.A FOXA MSGN VIAC ITV MS NXST SBGI TGNA TFI Mean Median Wanda Sports Group 23
Preliminary and Confidential | Subject to Further Review and Revision Wanda Sports Group Ownership Summary (ADS and shares in millions) Source: Company management. 1. Class B shares are convertible 1:1 to Class A shares; as such, economic ownership % is calculated based on total shares held. 2. Class B shares are entitled to four votes and Class A shares are entitled to one vote. 3. Two ADS represents three ordinary shares, per Company management and public filings. 4. Represents pre - IPO Investors in the Company. Class A Class B Total ADS Economic Voting Shares + Shares [1][2] = Shares Equiv [3] Ownership [1] Ownership [2] Buyer Wanda Sports & Media (Hong Kong) Holding Co. Limited 0.0 147.0 147.0 98.0 70.4% 90.5% Total Buyer Holdings 0.0 147.0 147.0 98.0 70.4% 90.5% Public Holdings Co-Investors [4] 18.5 0.0 18.5 12.4 8.9% 2.9% Other Public Shareholders 43.2 0.0 43.2 28.8 20.7% 6.7% Total Ordinary Shares/ADS 61.7 147.0 208.7 139.1 100.0% 100.0% 24
Page 1. Executive Summary 3 2. Preliminary Financial Analyses 8 3. Selected Public Market Observations 15 Selected Trading Information 16 Selected WSG Equity Research Observations 25 4. Appendices 30 5. Disclaimer 39
Preliminary and Confidential | Subject to Further Review and Revision Selected Equity Research Analyst Recommendations Summary of Analyst Recommendations and Price Targets Average ADS price target for the Company from three Wall Street analysts reflected a ( i ) ~127.6% premium to the Company’s closing ADS price of $2.27 per ADS on 12/18/2020, (ii) ~187.0% premium to the Company’s unaffected ADS price of $1.80 per ADS on 9/29/2020 and ( iII ) ~102.6% premium to the Transaction price of $2.55 per ADS. Sources: Wall Street research, Capital IQ, public filings. Recommendation Summary ADS Price Target Summary Recommendation No. of Brokers Selected Brokers Buy / Outperform / Overweight / Positive 2 Deutsche Bank Citibank Hold / Equal W eight / Neutral / Market Perform 1 Loop Capital Markets Sell / Underperform / Underweight 0 (per ADS values in actuals) ADS Price Date of Broker Target Report Deutsche Bank $7.00 9/2/2020 Citibank $5.50 9/2/2020 Loop Capital Markets $3.00 9/1/2020 Average $5.17 Implied Premium / (Discount) of Average Analyst ADS Price Targets to Selected ADS Prices ADS Price Premium / (Discount) Current Closing ADS Price as of 12/18/2020 $2.27 127.6% Unaffected Closing ADS Price as of 9/29/2020 $1.80 187.0% Transaction $2.55 102.6% 26
Preliminary and Confidential | Subject to Further Review and Revision Selected Equity Research Analyst Commentary Brokerage Date of Report Target Price ADS Price Recommendation Commentary D eutsche Bank 9/2/2020 $7 .00 $2.07 Buy “We believe Wanda Sports Group should start to benefit more meaningfully from the return of live sports, such as football, and continue to benefit from the strength in digital services, esports, and virtualized events; although we're not forecasting a return to full earnings power until 2022. We were encouraged by the new business wins and contract extensions in the quarter, despite the current challenging environment, which gives us confidence that the business continues to largely be on track for the long - term. The company showed its ability to reduce costs during the business slowdown, and we are encouraged by the continued cost - saving measures Wanda will be taking.” “We r emain positive on Wanda Sports Group as we believe the business has bottomed from the pandemic and is beginning to recover with the return of spectator sports; we lower our PT to $7, from $8 (in June 2020), due to a smaller reduction in net debt from the IRONMAN Group sale than we had previously estimated.” Citibank 9/2/2020 $5.50 $2.07 Buy “The firm operates in an attractive part of the media ecosystem. And, we believe that WSG’s valuation is compelling at current levels… We are slightly increasing estimates following a better - than - expected 2Q” “As more video content moves to the cloud, demand for live content – including sports and news, should remain a durable component of the linear TV ecosystem… experiential events – like concerts, theme parks, and sporting events, should remain immune to digital disruption.” Loop Capital Markets 9/1/2020 $3.00 $2.11 Hold “ WSG reported 2Q numbers that were severely impacted by the postponement and cancellation of sporting events, but were better than expected. More importantly, the company closed the sale of its Ironman division after the quarter which reduces net debt to €264 million, or less than three times our 2021 Adjusted EBITDA estimate.” “Our target 8.0x multiple on our 2021 Adjusted EBITDA estimate assumes a resumption of sports next year and considers the company’s short tenure as a public company.” “The company had a number of media rights renewals and expanded contracts. The three major upcoming renewals that are the most critical are the Lega Serie A contract through 2021, FIFA production contract through 2022 and FIFA Asian media rights also running through 2022.” Source: Wall Street research . Note: ADS price represents the closing price per ADS of Wanda Sports Group on the date of the report. 27
Preliminary and Confidential | Subject to Further Review and Revision € 458.3 € 598.3 € 352.0 Deutsche Bank Citibank Loop Capital Markets Wall Street Estimates Company Management Estimate € 1,117.7 € 1,177.2 NA Deutsche Bank Citibank Loop Capital Markets Wall Street Estimates Company Management Estimates € 894.2 € 1,008.9 € 720.0 Deutsche Bank Citibank Loop Capital Markets Wall Street Estimates Company Management Estimate Selected Equity Research Analysts’ Projections Revenue (EUR in millions) CY 2020E Revenue CY 2021E Revenue CY 2022E Revenue (EUR in millions) (EUR in millions) €477.1 €738.2 €891.0 Source: Wall Street research, Company management. Note: All Wall Street estimates are sourced from research reports published in September 2020. CY 2021E Revenue Estimate Company Management Estimate € 738.2 Average Wall Street Estimate € 874.4 CY 2022E Revenue Estimate Company Management Estimate € 891.0 Average Wall Street Estimate € 1,147.5 CY 2020E Revenue Estimate Company Management Estimate € 477.1 Average Wall Street Estimate € 469.5 28
Preliminary and Confidential | Subject to Further Review and Revision € 95.4 € 123.6 € 41.0 Deutsche Bank Citibank Loop Capital Markets Wall Street Estimates Company Management Estimate € 145.1 € 185.3 NA Deutsche Bank Citibank Loop Capital Markets Wall Street Estimates Company Management Estimate € 153.3 € 150.8 € 95.0 Deutsche Bank Citibank Loop Capital Markets Wall Street Estimates Company Management Estimate Selected Equity Research Analysts’ Projections Adjusted EBITDA CY 2020E Adjusted EBITDA CY 2021E Adjusted EBITDA CY 2022E Adjusted EBITDA €54.4 11.4% Margin: 20.8% Margin: 17.1% Margin: 13.0% Margin: 20.7% Margin: 14.9% Margin: 15.7% Margin: 11.6% Margin: 13.2% Source: Wall Street research, Company management. Note: All Wall Street estimates are sourced from research reports published in September 2020. (EUR in millions) (EUR in millions) (EUR in millions) €67.8 9.2% €87.8 9.9% CY 2022E Adjusted EBITDA Estimate Company Management Estimate € 87.8 Average Wall Street Estimate € 165.2 CY 2021E Adjusted EBITDA Estimate Company Management Estimate € 67.8 Average Wall Street Estimate € 133.0 CY 2020E Adjusted EBITDA Estimate Company Management Estimate € 54.4 Average Wall Street Estimate € 86.7 29
Page 1. Executive Summary 3 2. Preliminary Financial Analyses 8 3. Selected Public Market Observations 15 4. Appendices 30 Selected Benchmarking Information 31 Glossary 37 5. Disclaimer 39
Page 1. Executive Summary 3 2. Preliminary Financial Analyses 8 3. Selected Public Market Observations 15 4. Appendices 30 Selected Benchmarking Information 31 Glossary 37 5. Disclaimer 39
Preliminary and Confidential | Subject to Further Review and Revision 3.6x 3.3x 3.1x 3.1x 2.7x 0.1x 3.8x 3.6x 3.6x 2.6x 6.4x 5.2x 4.9x 4.0x 1.8x 0.6x 4.5x 3.3x 3.4x Dentsu Group Publicis Groupe WPP The Interpublic Group Omnicom Group Cheil Worldwide ViacomCBS Discovery MSG Networks Fox Corporation Wanda Sports Group Dentsu Group Publicis Groupe WPP The Interpublic Group Omnicom Group Cheil Worldwide ViacomCBS Discovery MSG Networks Fox Corporation Sinclair Broadcast Group Nexstar Media Group TEGNA Mediaset ITV TFI Wanda Sports Group Mean [2] Median [2] $17,768 $16,471 $15,820 $13,013 $11,967 $1,471 $39,355 $33,669 $19,977 $1,646 $14,216 $12,258 $6,695 $6,784 $4,737 $1,851 $564 $13,606 $12,635 WPP Omnicom Group Publicis Groupe Dentsu Group The Interpublic Group Cheil Worldwide ViacomCBS Discovery Fox Corporation MSG Networks Wanda Sports Group WPP Omnicom Group Publicis Groupe Dentsu Group The Interpublic Group Cheil Worldwide ViacomCBS Discovery Fox Corporation MSG Networks Sinclair Broadcast Group Nexstar Media Group TEGNA ITV Mediaset TFI Wanda Sports Group Mean [2] Median [2] Selected Benchmarking Information (USD in millions) Sources: Company management, Capital IQ, Bloomberg, public filings. Note: No company used for comparative purposes is identical to the Company. 1. Enterprise Value equals equity market value + debt outstanding + preferred stock + minority interests – cash and cash equivalent s. Based on market capitalization as of 12/18/2020. 2. Mean and Median calculations exclude Wanda Sports Group. Advertising Agency Selected Companies TV Network Selected Companies TV Broadcasting Selected Companies Enterprise Value 1 MRQ Debt to LTM Adjusted EBITDA Advertising Agency Selected Companies TV Network Selected Companies TV Broadcasting Selected Companies 32
Preliminary and Confidential | Subject to Further Review and Revision 1.6% (1.3%) (2.5%) (2.7%) (4.1%) (7.6%) 2.7% 1.5% (0.2%) (3.6%) 10.3% 3.8% (2.9%) (3.0%) (3.4%) (4.4%) (2.0%) (1.0%) (2.6%) The Interpublic Group Dentsu Group Publicis Groupe Cheil Worldwide WPP Omnicom Group Discovery Fox Corporation MSG Networks ViacomCBS Publicis Groupe The Interpublic Group Dentsu Group Cheil Worldwide Omnicom Group WPP Fox Corporation Discovery ViacomCBS MSG Networks TEGNA Nexstar Media Group TFI ITV Mediaset Sinclair Broadcast Group Wanda Sports Group [1] Mean [2] Median [2] 7.4% 6.2% 2.5% 0.7% 0.3% (1.1%) 3.3% 3.0% 3.0% 2.4% 9.9% 4.7% 2.8% (9.1%) NMF NMF 3.0% 2.6% 2.9% The Interpublic Group Dentsu Group Publicis Groupe Cheil Worldwide WPP Omnicom Group Discovery Fox Corporation MSG Networks ViacomCBS The Interpublic Group Dentsu Group Publicis Groupe Cheil Worldwide WPP Omnicom Group Discovery Fox Corporation MSG Networks ViacomCBS TEGNA TFI ITV Mediaset Sinclair Broadcast Group Nexstar Media Group Wanda Sports Group [1] Mean [2] Median [2] Selected Benchmarking Information (cont.) Sources: Company management, Capital IQ, Bloomberg, public filings. Note: No company used for comparative purposes is identical to the Company. 1. Historical financial information for Wanda Sports Group excludes The IRONMAN Group which was disposed of in July 2020. 2. Mean and Median calculations exclude Wanda Sports Group. CY 2017 to CY 2019 Revenue Growth CY 2019 to CY 2021E Revenue Growth Advertising Agency Selected Companies TV Network Selected Companies TV Broadcasting Selected Companies Advertising Agency Selected Companies TV Network Selected Companies TV Broadcasting Selected Companies 33
Preliminary and Confidential | Subject to Further Review and Revision Selected Benchmarking Information (cont.) Sources: Company management, Capital IQ, Bloomberg, public filings. Note: No company used for comparative purposes is identical to the Company. 1. Historical financial information for Wanda Sports Group excludes The IRONMAN Group which was disposed of in July 2020. 2. Mean and Median calculations exclude Wanda Sports Group. CY 2019 to CY 2023E Revenue Growth CY 2017 to CY 2019 Adjusted EBITDA Growth Advertising Agency Selected Companies TV Network Selected Companies TV Broadcasting Selected Companies Advertising Agency Selected Companies TV Network Selected Companies TV Broadcasting Selected Companies 1.2% 1.2% 1.0% 0.8% (0.6%) (0.8%) 3.6% 1.4% 0.8% (3.1%) 3.9% (0.1%) (0.9%) (1.1%) (1.2%) NMF 0.3% 0.5% 0.8% The Interpublic Group Dentsu Group Publicis Groupe Cheil Worldwide WPP Omnicom Group Discovery Fox Corporation MSG Networks ViacomCBS Cheil Worldwide Publicis Groupe The Interpublic Group Dentsu Group WPP Omnicom Group Fox Corporation Discovery ViacomCBS MSG Networks Nexstar Media Group ITV TFI Mediaset Sinclair Broadcast Group TEGNA Wanda Sports Group [1] Mean [2] Median [2] 13.0% 11.0% 5.8% (0.3%) (1.1%) (7.8%) 7.7% 6.2% (3.2%) (4.8%) 23.6% 18.6% 6.4% (4.3%) NMF NMF (4.8%) 5.1% 6.0% The Interpublic Group Dentsu Group Publicis Groupe Cheil Worldwide WPP Omnicom Group Discovery Fox Corporation MSG Networks ViacomCBS The Interpublic Group Cheil Worldwide Publicis Groupe Omnicom Group Dentsu Group WPP Discovery Fox Corporation MSG Networks ViacomCBS Mediaset TFI TEGNA ITV Nexstar Media Group Sinclair Broadcast Group Mean [2] Median [2] 34
Preliminary and Confidential | Subject to Further Review and Revision Selected Benchmarking Information (cont.) Sources: Company management, Capital IQ, Bloomberg, public filings. Note: No company used for comparative purposes is identical to the Company. 1. Historical financial information for Wanda Sports Group excludes The IRONMAN Group which was disposed of in July 2020. 2. Mean and Median calculations exclude Wanda Sports Group. CY 2019 to CY 2021E Adjusted EBITDA Growth CY 2019 to CY 2023E Adjusted EBITDA Growth Advertising Agency Selected Companies TV Network Selected Companies TV Broadcasting Selected Companies Advertising Agency Selected Companies TV Network Selected Companies TV Broadcasting Selected Companies 7.7% 4.8% 0.3% (4.6%) (5.0%) (5.7%) (2.6%) (5.6%) (7.0%) (14.5%) 14.7% 13.1% 5.9% (6.7%) (9.3%) (13.4%) (24.7%) (1.7%) (4.8%) Cheil Worldwide Publicis Groupe The Interpublic Group Omnicom Group Dentsu Group WPP Fox Corporation ViacomCBS Discovery MSG Networks Wanda Sports Group [1] Cheil Worldwide Publicis Groupe The Interpublic Group Omnicom Group Dentsu Group WPP Fox Corporation ViacomCBS Discovery MSG Networks Mediaset Nexstar Media Group TEGNA TFI ITV Sinclair Broadcast Group Wanda Sports Group [1] Mean [2] Median [2] 5.9% 2.9% 2.1% 0.8% (0.9%) NMF NA (0.8%) (1.6%) (3.0%) 8.0% (1.4%) (3.9%) (9.1%) NMF NMF (11.9%) (0.1%) (0.8%) Cheil Worldwide Publicis Groupe The Interpublic Group Omnicom Group Dentsu Group WPP Fox Corporation ViacomCBS Discovery MSG Networks Wanda Sports Group [1] Cheil Worldwide Publicis Groupe The Interpublic Group WPP Omnicom Group Dentsu Group MSG Networks Fox Corporation Discovery ViacomCBS Nexstar Media Group ITV TFI Sinclair Broadcast Group TEGNA Mediaset Wanda Sports Group [1] Mean [2] Median [2] 35
Preliminary and Confidential | Subject to Further Review and Revision Selected Benchmarking Information (cont.) Sources: Company management, Capital IQ, Bloomberg, public filings. Note: No company used for comparative purposes is identical to the Company. 1. Historical financial information for Wanda Sports Group excludes The IRONMAN Group which was disposed of in July 2020. 2. Mean and Median calculations exclude Wanda Sports Group. LTM Adjusted EBITDA Margin CY 2021E Adjusted EBITDA Margin Advertising Agency Selected Companies TV Network Selected Companies TV Broadcasting Selected Companies Advertising Agency Selected Companies TV Network Selected Companies TV Broadcasting Selected Companies 19.5% 18.7% 15.8% 15.7% 14.0% 7.8% 44.3% 40.0% 24.8% 20.2% 35.7% 32.1% 29.7% 21.3% 19.8% 13.4% 18.5% 23.3% 20.0% Cheil Worldwide Publicis Groupe The Interpublic Group Omnicom Group Dentsu Group WPP Fox Corporation ViacomCBS Discovery MSG Networks Wanda Sports Group [1] Publicis Groupe Dentsu Group The Interpublic Group Omnicom Group WPP Cheil Worldwide MSG Networks Discovery Fox Corporation ViacomCBS Nexstar Media Group Sinclair Broadcast Group TEGNA TFI ITV Mediaset Wanda Sports Group [1] Mean [2] Median [2] 21.6% 16.8% 16.5% 16.0% 15.6% 8.5% 34.7% 34.6% 20.5% 17.6% 37.4% 28.3% 22.0% 21.7% 19.8% 19.4% 9.2% 21.9% 20.1% Cheil Worldwide Publicis Groupe The Interpublic Group Omnicom Group Dentsu Group WPP Fox Corporation ViacomCBS Discovery MSG Networks Wanda Sports Group [1] Publicis Groupe The Interpublic Group Dentsu Group WPP Omnicom Group Cheil Worldwide Discovery MSG Networks Fox Corporation ViacomCBS Nexstar Media Group TEGNA Sinclair Broadcast Group Mediaset ITV TFI Wanda Sports Group Mean [2] Median [2] 36
Page 1. Executive Summary 3 2. Preliminary Financial Analyses 8 3. Selected Public Market Observations 15 4. Appendices 30 Selected Benchmarking Information 31 Glossary 37 5. Disclaimer 39
Preliminary and Confidential | Subject to Further Review and Revision Glossary of Terms Definition Description Adjusted EBIT Earnings Before Interest and Taxes, adjusted for certain other non - recurring items Adjusted EBITDA Earnings Before Interest, Taxes, Depreciation and Amortization, adjusted for certain other non - recurring items BIT Milan Stock Exchange ( Borsa Italiana ) CY Calendar Year E Estimated ENXTPA Euronext Paris EUR Euros EV Enterprise Value FY Fiscal Year IPO Initial Public Offering KOSE Korean Stock Exchange LTM Latest Twelve Months LSE London Stock Exchange MRQ Most Recent Quarter NA Not Available or Not Applicable NasdaqGS Nasdaq Global Select Market NMF Not Meaningful Figure NYSE New York Stock Exchange PV Present Value Q Quarter TSE Tokyo Stock Exchange USD United States Dollars VWAP Volume - Weighted Average Price YTD Year to Date 38
Page 1. Executive Summary 3 2. Preliminary Financial Analyses 8 3. Selected Public Market Observations 15 4. Appendices 30 5. Disclaimer 39
Preliminary and Confidential | Subject to Further Review and Revision This presentation, and any supplemental information (written or oral) or other documents provided in connection therewith (collect ive ly, the “materials”), are provided solely for the information of the Special Committee (the “Committee”) of the Board of Directors (the “Board ”) of Wanda Sports Group Company Limited (the “Company”) by Houlihan Lokey in connection with the Committee’s consideration of a potential transaction (the “Transaction”) involving the Company. This presentation is incomplete without reference to, and should be considered in conjunction with, any supplemental informat ion provided by and discussions with Houlihan Lokey in connection therewith. Any defined terms used herein shall have the meanings set forth her ein, even if such defined terms have been given different meanings elsewhere in the materials. The materials are for discussion purposes only. Houlihan Lokey expressly disclaims any and all liability, whether direct or indir ect , in contract or tort or otherwise, to any person in connection with the materials. The materials were prepared for specific persons familiar with the business and affairs of the Company for use in a specific context and were not prepared with a view to public disclosure or to conform with any disclosure standards under any state, federal or international securities laws or other laws, rules or regul ati ons, and none of the Committee, the Company or Houlihan Lokey takes any responsibility for the use of the materials by persons other than the Committee. The materials are provided on a confidential basis solely for the information of the Committee and may not be disclosed, summarized, reproduced, disseminated or quoted or otherwise referred to, in whole or in part, without Houlihan Lokey’s expres s p rior written consent. Notwithstanding any other provision herein, the Company (and each employee, representative or other agent of the Company) may disclose to any and all persons without limitation of any kind, the tax treatment and tax structure of any transaction and all materials of any kind (including opinions or other tax analyses, if an y) that are provided to the Company relating to such tax treatment and structure. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentenc e s hall not apply) to the extent necessary to enable any person to comply with securities laws. For this purpose, the tax treatment of a transaction is the purported or claimed U.S. income or franchise ta x t reatment of the transaction and the tax structure of a transaction is any fact that may be relevant to understanding the purported or claimed U.S. income or franchise tax treatment of the transaction. If the Company plans to disclose information pursuant to the first sentence of this paragraph, the Company shall inform those to whom it discloses any such information that they may not rely upon such information for any purpose wit hou t Houlihan Lokey’s prior written consent. Houlihan Lokey is not an expert on, and nothing contained in the materials should be construed as advice with regard to, legal, accoun tin g, regulatory, insurance, tax or other specialist matters. Houlihan Lokey’s role in reviewing any information was limited solely to performing such a review as it deemed necessary to support its own advice and analysis and was not on behalf of the Committee. The materials necessarily are based on financial, economic, market and other conditions as in effect on, and the information avai lab le to Houlihan Lokey as of, the date of the materials. As you are aware, the credit, financial and stock markets have been experiencing unusual volatility and we express no opinion or view as to the ef fects of such volatility on the Transaction or the Company and this presentation does not address or purport to address any potential changes or developments in such markets or volatility. Furthermore, as y ou are aware, there is significant uncertainty as to the potential direct and indirect business, financial, economic and market implications and consequences of the spread of the coronavirus and associat ed illnesses and the actions and measures that countries, central banks, international financing and funding organizations, stock markets, businesses and individuals may take to address the spread o f t he coronavirus and associated illnesses including, without limitation, those actions and measures pertaining to fiscal or monetary policies, legal and regulatory matters and the credit, financial and st ock markets (collectively, the “Pandemic Effects”), and the Pandemic Effects could have a material impact on our analyses and this presentation. Although subsequent developments may affect the contents of the materials, Houlihan Lokey has not undertaken, and is under no obligati on, to update, revise or reaffirm the materials, except as may be expressly contemplated by Houlihan Lokey’s engagement letter. The materials are not intended to provide the sole basis for evaluation of the Transaction and do not purport to contain all information that may be required. The materials do not address the underlying b usi ness decision of the Company or any other party to proceed with or effect the Transaction, or the relative merits of the Transaction as compared to any alternative business strategies or transactions that might be av ail able for the Company or any other party. The materials do not constitute any opinion, nor do the materials constitute a recommendation to the Board, the Committee, the Company, any security holder of the Company or any other party as to how to vote or act with respect to any matter relating to the Transaction or otherwise or whether to buy or sell any assets or securities of any comp any . Houlihan Lokey’s only opinion is the opinion, if any, that is actually delivered to the Committee. In preparing the materials Houlihan Lokey has acted as an independent contractor and nothing in the materials is intended to cre ate or shall be construed as creating a fiduciary or other relationship between Houlihan Lokey and any party. The materials may not reflect information known to other professionals in oth er business areas of Houlihan Lokey and its affiliates . Disclaimer 40
Preliminary and Confidential | Subject to Further Review and Revision The preparation of the materials was a complex process involving quantitative and qualitative judgments and determinations wi th respect to the financial, comparative and other analytic methods employed and the adaption and application of these methods to the unique facts and circumstances presented and, therefore, is not read ily susceptible to partial analysis or summary description. Furthermore, Houlihan Lokey did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitativ e j udgments as to the significance and relevance of each analysis and factor. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect th e v alue of particular techniques. Accordingly, the analyses contained in the materials must be considered as a whole. Selecting portions of the analyses, analytic methods and factors without considerin g a ll analyses and factors could create a misleading or incomplete view. The materials reflect judgments and assumptions with regard to industry performance, general business, economic, regulatory, mark et and financial conditions and other matters, many of which are beyond the control of the participants in the Transaction. Any estimates of value contained in the materials are not necessarily indicat ive of actual value or predictive of future results or values, which may be significantly more or less favorable. Any analyses relating to the value of assets, businesses or securities do not purport to be appraisal s o r to reflect the prices at which any assets, businesses or securities may actually be sold. The materials do not constitute a valuation opinion or credit rating. The materials do not address the consideration to be paid or received in, the terms of any arrangements, understandings, agreements or documents related to, or the form, structure or any other portion or aspect of, the Transaction or otherwise. F urt hermore, the materials do not address the fairness of any portion or aspect of the Transaction to any party. In preparing the materials, Houlihan Lokey has not conducted any physical inspection or indepen den t appraisal or evaluation of any of the assets, properties or liabilities (contingent or otherwise) of the Company or any other party and has no obligation to evaluate the solvency of the Company or any other party under any law . All budgets, projections, estimates, financial analyses, reports and other information with respect to operations (including esti mat es of potential cost savings and expenses) reflected in the materials have been prepared by management of the relevant party or are derived from such budgets, projections, estimates, financial analyse s, reports and other information or from other sources, which involve numerous and significant subjective determinations made by management of the relevant party and/or which such management has reviewed and found reasonable. The budgets, projections and estimates ( including, without limitation, estimates of potential cost savings and synergies ) contained in the materials may or may not be achieved and differences between projected results and those actually achieved m ay be material. Houlihan Lokey has relied upon representations made by management of the Company and other participants in the Transaction that such budgets, projections and estimates have been reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of such management (or, with res pect to information obtained from public sources, represent reasonable estimates), and Houlihan Lokey expresses no opinion with respect to such budgets, projections or estimates or the assumptions on which they are based . The scope of the financial analysis contained herein is based on discussions with the Company (including, without limitation, regarding the methodologies to be utilized), and Houlihan Lokey does not make any representat ion , express or implied, as to the sufficiency or adequacy of such financial analysis or the scope thereof for any particular purpose. Houlihan Lokey has assumed and relied upon the accuracy and completeness of the financial and other information provided to, discussed wi th or reviewed by it without (and without assuming responsibility for) independent verification of such information, makes no representation or warrants (express or implied) in respect of the accuracy or completeness of such information and has further relied upon the assurances of the Company and other participants in the Transaction that they are not aware of any facts or circumstances that would make such information inaccurate or misleading. In addition, Houlihan Lokey has relied upon and assumed, without independent verification, that there has been no change in the business, assets, lia bilities, financial condition, results of operations, cash flows or prospects of the Company or any other participant in the Transaction since the respective dates of the most recent financial statements and other info rma tion, financial or otherwise, provided to, discussed with or reviewed by Houlihan Lokey that would be material to its analyses, and that the final forms of any draft documents reviewed by Houlihan Lokey will not differ in any material respect from such dra ft documents. The materials are not an offer to sell or a solicitation of an indication of interest to purchase any security, option, commodity , f uture, loan or currency. The materials do not constitute a commitment by Houlihan Lokey or any of its affiliates to underwrite, subscribe for or place any securities, to extend or arrange credit, or to provide any other services. In the ordinary course of business, certain of Houlihan Lokey’s affiliates and employees, as well as investment funds in which they may have financial interests or with which they m ay co - invest, may acquire, hold or sell, long or short positions, or trade or otherwise effect transactions, in debt, equity, and other securities and financial instruments (including loans and other obl iga tions) of, or investments in, the Company, any Transaction counterparty, any other Transaction participant, any other financially interested party with respect to any transaction, other entities or part ies that are mentioned in the materials, or any of the foregoing entities’ or parties’ respective affiliates, subsidiaries, investment funds, portfolio companies and representatives (collectively, the “Interested Pa rties”), or any currency or commodity that may be involved in the Transaction. Houlihan Lokey provides mergers and acquisitions, restructuring and other advisory and consulting services to clients, which may have in the past included, or may currently or in the future include, one or more Interested Parties, for which services Houlihan Lokey has received, and may receive, compensation. Although Houlihan Lok ey in the course of such activities and relationships or otherwise may have acquired, or may in the future acquire, information about one or more Interested Parties or the Transaction, or that otherwis e m ay be of interest to the Board, the Committee, or the Company, Houlihan Lokey shall have no obligation to, and may not be contractually permitted to, disclose such information, or the fact that Houlihan Lok ey is in possession of such information, to the Board, the Committee, or the Company or to use such information on behalf of the Board, the Committee, or the Company. Houlihan Lokey’s personnel may make statements or provide advice that is contrary to information contained in the materials . Disclaimer (cont.) 41
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