Sunrise Communications Group AG ("Sunrise") has engaged ValueTrust Financial Advisors SE ("ValueTrust") to provide an opinion to the board of Sunrise as to the fairness, from a financial point of view, of the consideration offered in connection with the acquisition of UPC Switzerland ("UPC Switzerland") ("Fairness Opinion").
As part of its engagement, ValueTrust has reviewed the key performance indicators ("KPIs") and financial projections of UPC Switzerland, its current trading as well as synergies emerging from the combination of UPC Switzerland and Sunrise. The valuation was performed as of the announcement date of the transaction on February 27, 2019 as well as of today. Data analysed by ValueTrust included, in addition to the original financial estimates as of February 2019, the most current UPC Switzerland financials and updated synergy estimates. ValueTrust performed multiple valuation approaches, and extensive benchmarking analysis with peer group companies and precedent transactions, capital markets and a cost of capital analysis. To account for the current market conditions and business environment of telecommunications players, ValueTrust also performed stress tests on selected KPIs to assess the downside risks based on simulation analyses.
The ValueTrust analysis supports the financial terms of the transaction and stand-alone valuation of UPC Switzerland. Adjusted for cost and capex run-rate synergies, the operating free cash flow multiple based on the acquisition value of CHF 6.3 billion is 10.2x for 2018 and 12.5x for 2019, which are below the current trading levels of key listed peers. The estimated synergy pay-away of less than 40% of the total synergy potential is below recent pay-away precedents in the industry. The full fairness opinion will be published and circulated to shareholders along with the invitation to the EGM.
The Board of Sunrise has previously received a fairness opinion from Morgan Stanley on the financial terms of the Transaction.
ValueTrust provides expert-based business valuation and financial advisory for executives and investors in demanding situations: transactions, restructuring and reorganization, dispute and arbitration as well as strategic value and portfolio management. ValueTrust supports its clients in an experience-based, partnership-based and independent spirit by clearly focusing on sustainable, practicable solutions that are both theoretically and legally sound. ValueTrust's advisory approach is based on years of project experience, the skills of its professionals, trustful cooperation with its clients as well as the support of industry-experienced senior advisors.