SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
PORTUGAL TELECOM, SGPS, S.A.
(Name of Subject Company)
PORTUGAL TELECOM, SGPS, S.A.
(Name of Person(s) Filing Statement)
Ordinary shares, nominal value 1 each
American Depositary Shares, each representing one ordinary share, nominal value 1 per share
(Title of Class of Securities)
Ordinary
Shares (ISIN: PTPTC0AM0009)
American Depositary Shares (CUSIP: 737273102)
(CUSIP Number of Class of Securities)
Nuno Prego
Investor Relations Director
Portugal Telecom, SGPS, S.A.
Av. Fontes Pereira de Melo, 40
1069-300 Lisboa
Portugal
+351 21 500 1701
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
ý |
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
TABLE OF CONTENTS
1. Road Show presentation of Portugal Telecom, SGPS, S.A.
IMPORTANT NOTICES
The attached communication has been made public by Portugal Telecom, SGPS, S.A. (the Company). Investors are urged to read the Companys Solicitation/Recommendation Statement on Schedule 14D-9 when it is filed by the Company with the U.S. Securities and Exchange Commission (the SEC), as it will contain important information. The Solicitation/Recommendation Statement and other public filings made from time to time by the Company with the SEC are available without charge from the SECs website at www.sec.gov and at the Companys principal executive offices in Lisbon, Portugal.
These materials may contain forward-looking statements based on managements current expectations or beliefs. These forward-looking statements are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forwarding-looking statements. Forward-looking statements may be identified by words such as believes, expects, anticipates, projects, intends, should, seeks, estimates, future or similar expressions. These statements reflect our current expectations. In light of the many risks and uncertainties surrounding the offer, you should understand that we cannot assure you that the forward-looking statements contained in these materials will be realized. You are cautioned not to put undue reliance on any forward-looking information.
Portugal Telecom Roadshow |
Important Notice In the United
States, Portugal Telecom, SGPS, S.A. (the Company or PT) will file a
Solicitation/ Recommendation Statement on Schedule 14D-9 with the U.S.
Securities and Exchange Commission (the SEC) following commencement of a
tender offer within the meaning of Rule 14d-2 under the Securities Exchange
Act of 1934, as amended. Investors are urged to read the Companys
Solicitation/ Recommendation Statement on Schedule 14D-9 when it becomes
available, as it will contain important information. The
Solicitation/Recommendation Statement and other public filings made from time
to time by the Company with the SEC are available without charge from the
SECs website at www.sec.gov and at the Companys principal executive offices
in Lisbon, Portugal. |
2005 Results |
Revenue growth
underpinned by Vivo, PTM |
EBITDA increase driven by Wireline and PTM [Euro million] EBITDA Includes an increase in prior years service gains in PRBs of 70mn and the receivable from Angola of 23mn EBITDA increased by 5.6% yoy to 2,496mn in 2005, as a result of the growth in wireline and multimedia, as well as the Euro / Real exchange rate. The increase in wireline EBITDA is explained by the increase in prior years service gains in PRBs and the receivable from Angola. Adjusting for the impact of lower F2M rates, TMNs EBITDA would have decreased by 3.4% yoy. The reduction in Vivos EBITDA was related to increased competitive pressures and provisions for doubtful accounts in connection with traffic not attributable to paying customers. (+5.6%) 48mn negative impact of lower interconnection rates |
Net income
increased by 5% in 2005 Net income increased by 4.9% yoy to 654mn in 2005,
in line with EBITDA growth. The positive impact of the 174mn gain from UOLs
IPO compensated for the higher D&A and curtailment charges. Curtailment
charges totalled 314mn in 2005 from 166mn in 2004, as a result of the
reduction of 1,272 employees in the period. [Euro million] Net Income (+4.9%) Includes a 174mn gain from UOLs
IPO Post-tax curtailment cost of
228mn |
Capex growth
related to broadband and 3G rollout, |
EBITDA minus Capex slightly decreased with the growth in Capex exceeding the improvement in EBITDA [Euro million] EBITDA - Capex EBITDA minus Capex decreased by 3.1% yoy to 1,552mn in 2005, equivalent to 24.3% of operating revenues. Wireline improvement in EBITDA minus Capex partly compensated the contraction in TMN, Vivo and PTM. Approximately 95% of PTs EBITDA minus Capex was generated by its domestic businesses (wireline, TMN and PTM). Free cash flow totalled 1,024mn in 2005, an increase of 18.8% yoy. (-3.1%) |
Net debt increase primarily as a result of extraordinary healthcare contribution [Euro million] Net Debt Normal PRB payments + 300mn extraordinary contribution for healthcare obligations Net debt increased by 99mn to 3,673mn in 2005, primarily as a result of 300mn extraordinary contribution for healthcare obligations, the currency translation effect and the shareholder remuneration in the period. As part of its balance sheet refinancing, PT issued 2bn of Eurobonds in 2005. Including Brazil, PTs cost of debt was 6.6% in 2005 and debt maturity increased to 9.2 years. 35 cents for PT and 25 cents for PTM |
Gross unfunded
increased mainly due to the |
Strong performance in key operational metrics [Thousands] Broadband +35.9% Pricing plans +89,4% Wireless
customers +11.1% [minutes] Vivo MOU +2,8% TMN Data as % |
Attractive dividend policy underpinned by strong
operational and financial performance 2005 dividend proposal of 47.5 cents, representing
an increase of 36% against 2004. 48% compound annual dividend growth in the
last four years. Conclusion of the 10% share buyback announced in 2003 with
the reduction in capital to 1,128,856,500 euros by the end of 2005. [Eurocents] Dividend per Share +48% |
Value Creation Proposition |
Sonaecoms offer is inadequate and significantly undervalues PT Sonaecoms offer of 9.50 per share is low and inadequate, significantly undervaluing PT The premium and implied multiple of EBITDA is significantly below precedent transactions PT has delivered top tier performance, both operationally and in terms of shareholder remuneration PTs strategy will generate more value and cash flows for shareholders with less execution risk Premium on Share Price Prior to Offer Precedent Transaction Multiples Firm Value to LTM EBITDA |
PT has delivered attractive value |
operating in a competitive environment ULL Installation Fee () ULL Monthly Fee () Termination Fee ( cents) Wholesale Line Rental Monthly Fee () Leased Lines Prices () ULL Retail Margin (/month) Wholesale pricing enables higher margin in comparison to European average Competitors have cheap access to PT´s local network When compared to European average, the access cost to the wholesale network allows higher margins |
PT open network strategy Today Open Network PTC Copper PTM Coaxial TMN UMTS Separate network strategies Separate capex plans Internal overlap / competitors Separate customer services PTC PTM TMN Single network strategy Unified capex plans Centralised customer services Stable long term business from PT growth from other operators Other Operators |
PT independent value creation strategy fixed line and
multimedia Initiative
Overview Launch flat fee schemes that promote
ARPU lock-ins Medium to high-end customers
Bundled voice and ADSL offerings Aggressive flat fee voice plans (F2F) Promote IT offering in the corporate segment that offsets loss
of voice revenues - seeking to capture 5 to 10% of the IT market Integrated IT offering in corporate segment
Bundle broadband access offering with exclusive internet content and
services "De-commoditise"
broadband Implement, with higher intensity, the restructuring
plan Organisational structure and SG&A cut backs Intensify |
PT independent value creation strategy - wireless Promote partnership with PTM to resell Pay TV content Lower churn Higher ARPU Deployment of mobile TV Initiative Overview TMN Retain focus on Vivo and African operations Focus on Vivos operating enhancement Potentially crystallise value of African assets Selectively consider value-creating opportunities to complement portfolio in natural geographies Focused on selected markets where PT has competitive advantages Value creation / crystallisation mindset Inter-national |
PT independent value creation strategy - group Initiative Overview PT Group Implement cost-cutting initiative across Instrumental Companies (employees and others) Cost-cutting measures |
Our targets 150 million annual cost savings to be achieved
progressively by 2008 100 million
annual savings from capex and working capital optimisation to be achieved
progressively by 2008 3% to 5% EBITDA
growth and 5.0 to 5.5 billion in operating cash flow generated over the next
3 years at current exchange rate
Optimising balance sheet strength while maintaining investment grade
rating Committed to shareholder remuneration
in excess of 3 billion1 between
2006 and 2008: |
Appendix |
Fourth Quarter 2005 Highlights |
Fourth Quarter 2005 Operating Highlights |
Bases of Calculation and Sources of Information General Unless otherwise stated in this document: Closing prices and consensus earnings estimates are as at the close of market on 3 March 2006; Share price data is sourced from Datastream or Bloomberg; Consensus earnings estimates are sourced from Bloomberg or Reuters and are adjusted for exceptional items and goodwill amortisation where applicable; Premia analysis references are sourced from company presentations, press releases, SDC and MergerMarket; and Calculations are prepared on the basis of 1,128,856,500 PT Shares after the cancellation of treasury stock. Unless otherwise stated, the financial information concerning Portugal Telecom has been extracted from the 2005 results, other published interim and annual reports and accounts of Portugal Telecom for the relevant periods and other information made publicly available by Portugal Telecom. Unless otherwise stated, all references to PTs financial targets, cost savings and future shareholder returns are based on PTs Board of Directors strategic plan. Unless otherwise stated, information contained in this document regarding market position, sector, division and product analysis, comparable companies and precedent transactions is based on PTs management estimates and calculations sourced from publicly available information including ANACOM, Bloomberg, Reuters, Datastream, SDC and Factiva. Unless otherwise stated, information regarding Sonaecoms offer is sourced from the Offer Documents and other material made publicly available by Sonaecom or any other person mentioned in the Offer Documents. |
Page References Page 14 The premium for the European telecommunications
sector transactions are calculated as the average of premia offered in
selected transactions since 1995. The premia are calculated relative to an
estimated pre-bid speculation date (i.e. leak to the market date and initial
offer date in improved deals). The sample of precedent transactions is
comprised of the following: |
Page References (Contd) The premium for European unsolicited transactions is calculated as the average premia paid in selected unsolicited successful takeover bids in Europe with a transaction value above $10 billion since 1995. The premia are calculated relative to an estimated pre-bid speculation date (i.e. leak to the market date and initial offer date in improved deals). The sample of precedent transactions is selected based on comparability and is comprised of the following: Date Target Acquiror 26/01/2004 Aventis Sanofi-Synthelabo 29/11/1999 National Westminster Bank Royal Bank of Scotland Group 14/11/1999 Mannesmann Vodafone AirTouch 14/09/1999 INA Assicurazioni Generali 05/07/1999 Elf Aquitaine Totalfina 09/03/1999 Paribas BNP 20/02/1999 Telecom Italia Ing C Olivetti & Co 20/01/1995 Wellcome Glaxo Holdings The premium for Portuguese transactions is calculated as the average premia offered in selected unsolicited takeover bids in Portugal with a transaction value above $500 million since 1995. The premia are calculated relative to an estimated pre-bid speculation date (i.e. leak to the market date and initial offer date in improved deals). The sample of precedent transactions includes the following: Date Target Acquiror 06/15/2000 Cimpor Investor Group 07/19/1999 BPSM BCP 06/18/1999 Mundial Confian¸ca BCP Bases of Calculation and Sources of Information |
Page References (contd) The reference to precedent transaction Firm Value to last twelve months EBITDA multiples is based on the average for the following transactions: NTC/TDC (6.8x), Weather/Wind (7.7x), Telefonica/Cesky Telecom (6.4x), and the blended multiple for France Telecom/Amena and ONO/ Auna transactions (9.3x). Sonaecoms Offer implied Firm Value to EBITDA 2005 is calculated by multiplying PT Shares by the Offer Price, excluding PTM and adjusting for net debt, minority interests and unconsolidated affiliates. PTs EBITDA 2005 is calculated based on PTs 2005 results and adjusted for post retirement benefits. Page 15 Share price appreciation calculated as PTs closing share price increase between 6 February 2003 (3 years prior to the Offer) and 6 February 2006 (pre Sonaecoms Offer announcement). The reference to total shareholder return of 36% is based on the closing price for PT as at 6 February 2003 (3 years prior to the Offer) and the ordinary dividends distributed by PT between 6 February 2003 and 6 February 2006. The calculation assumes that all ordinary dividends distributed to PTs shareholders are reinvested in PTs shares from the payment date to 6 February 2006. The reference to PTs capital returned as percentage of market capitalisation is based on the number of PT Shares and the closing price for a PT Share as at 6 February 2003 (3 years prior to the Offer). Share buyback and dividend information from PTs filings. Page 16 Unless otherwise stated, the European average is based on the average of incumbents of Austria, Belgium, Denmark, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, Netherlands, Spain, Sweden and United Kingdom. Source of leased lines price information is Teligen as of December 2005. Information not available for Sweden. Termination fees information based on Cullen and company websites as of January 2006. ULL installation fees, ULL monthly fees and ULL retail margin for competitors are based on Cullen and company websites. Bases of Calculation and Sources of Information |
Wholesale line rental monthly fees European average is based on the average of Ireland, Norway, Sweden and United Kingdom. Source of information is Cullen and company websites as of March 2006. Page 21 EBITDA growth at the exchange rate of 1.00 = R$2.55 (Brazilian reais). Appendix 1: Bases of Calculation and Sources of Information |
The lawful currency of the European Economic Union $ The lawful currency of the United States Average Revenue Per User (ARPU) Average monthly revenue per customer. Monthly average service revenues per average number of users in the period Capex Total amount of contracted acquisitions of goods and services that will be accounted as tangible or intangible assets Carrier Pre-Selection (CPS) CPS allows telephony subscribers who are directly connected to the network of a telecommunications provider to access another telecommunication providers voice telephony services, directly or by dialing a prefix Direct-to-Home (DTH) Direct-to-Home satellite television. Technology used to provide pay-TV services in areas not covered by Hybrid Fibre Coaxial (HFC) networks EBITDA of PT Income before Financial Results and Taxes + Depreciation and Amortisation + Impairment Losses + Work Force Reduction Programme Costs +/ Losses and Gains on Disposals of Fixed Assets + Other Non-Recurring Items EPS Earnings per share Firm Value or FV Used to indicate the value of a company by multiplying the number of shares outstanding by the current share price less proceeds from options, warrants, convertible preferred and convertible debt, plus interest bearing debt and minority interests, less investment in unconsolidated affiliates, tax assets and cash and marketable securities Market Capitalisation Used to indicate the value of a company by multiplying the number of shares in issue by the current share price Firm Value to EBITDA (or FV/ EBITDA) A measurement of a companys value, calculated by dividing the Firm Value by the annual EBITDA Definitions |
Pension Liabilities NPV of PTs pension liabilities as reported by the Company Offer Documents The documents filed on 27 February 2006 by Sonaecom containing the terms and conditions of Sonaecoms offer Offer Price The price offered for Portugal Telecom shares as set forth in the Offer Documents Operating Cash Flow (OCF) EBITDA minus Capex Portugal Telecom or PT or Company Portugal Telecom, SGPS, S.A. Portugal Telecom Shares The ordinary shares of Portugal Telecom Shareholder A registered holder of Portugal Telecom shares Tax Assets Book value of tax assets as reported in company filings Unbundled Local Loop (ULL) Ability to access the last mile network infrastructure owned by the incumbent telecommunications operator for a fee by competitors Definitions |