Grupo Televisa B : Addresses Cable Merger Proposal Rumors - Form 6-K

Grupo Televisa Addresses Cable Merger Proposal Rumors

Mexico City, December 13, 2022 - Grupo Televisa, S.A.B. ("Televisa" or the "Company"; NYSE:TV; BMV:TLEVISA CPO) is aware of press reports regarding a potential merger of its cable business ("Televisa Cable") with Megacable Holdings, S.A.B. de C.V. ("Megacable"; BMV:MEGA CPO). The Company today confirmed that it has engaged in bilateral discussions with Megacable from time to time regarding such a combination and on November 14, 2022, submitted a non-binding transaction proposal to Megacable's Board of Directors.

Televisa's proposal provides for a stock-for-stock merger of Televisa Cable into Megacable at a premium of approximately 19% for Megacable shareholders, with Megacable shareholders and Televisa owning approximately 45% and 55% of the combined company, respectively. The proposal also contemplates that, at closing of the transaction, Megacable shareholders would receive a special cash dividend of approximately MXN$14.8 billion. Megacable would remain publicly listed on the stock exchange in Mexico as the entity surviving the merger. The Company believes the proposed transaction can deliver significant benefits to both companies and their shareholders. The combination would create a leading cable operator in Mexico, better positioned to compete in a highly competitive market.

The combined company would be expected to have a more robust pro forma financial scale with Q3 2022 LTM revenue of approximately MXN$75 billion and EBITDA of approximately MXN$33 billion, and reach about 29 million combined homes passed, 27 million combined RGUs, and 11 million combined subscribers. By combining their modern fiber optic infrastructure, highly complementary geographic footprints, financial resources, and experienced management teams, the combined business would be able to deploy capital expenditure investments more efficiently, accelerate growth, and increase broadband penetration, all while benefitting the subscribers.

We estimate significant value creation for the combined company from potential synergies of approximately MXN$9 billion annually as a result of cost reductions and optimization of capital expenditures.

On December 12, 2022, the Board of Directors of Megacable responded to Televisa's proposal, informing the Company in writing that the proposal has been rejected and noting that the Chairman of the Board of Megacable is the only person empowered to deal with this matter. Notwithstanding this response, we believe that the market clearly understands the industrial logic of this transaction, considering today's market reaction to press reports regarding the proposal. We have received inquiries from several Megacable shareholders and are encouraged by their interest in our proposal. We plan to continue to seek to engage with Megacable to pursue this compelling opportunity.

Any transaction would be subject to approval from the Board of Directors of both Televisa and Megacable, and to completion of customary due diligence. Completion of a transaction would also be subject to approval of the companies' respective shareholders, and regulatory and other customary closing conditions. There can be no assurance that any such transaction will be finalized or the terms or timing thereof.

Below you will find a summary presentation with the rationale of the proposed transaction.

About Televisa

Grupo Televisa S.A.B. ("Televisa") is a major telecommunications corporation which owns and operates one of the most significant cable companies as well as a leading direct-to-home satellite pay television system in Mexico. Televisa's cable business offers integrated services, including video, high-speed data and voice to residential and commercial customers as well as managed services to domestic and international carriers. Televisa owns a majority interest in Sky, a leading direct-to-home satellite pay television system and broadband provider in Mexico, operating also in the Dominican Republic and Central America. Televisa holds a number of concessions by the Mexican government that authorizes it to broadcast programming over television stations for the signals of TelevisaUnivision, Inc. ("TelevisaUnivision"), and Televisa's cable and DTH systems. In addition, Televisa is the largest shareholder of TelevisaUnivision, a leading media company producing, creating, and distributing Spanish-speaking content through several broadcast channels in Mexico, the US and over 60 countries through television networks, cable operators and over-the-top or "OTT" services. Televisa also has interests in magazine publishing and distribution, professional sports and live entertainment, and gaming.

Disclaimer

This press release contains forward-looking statements regarding the Company's results and prospects. Actual results could differ materially from these statements. The forward-looking statements in this press release should be read in conjunction with the factors described in "Item 3. Key Information - Forward-Looking Statements" in the Company's Annual Report on Form 20-F, which, among others, could cause actual results to differ materially from those contained in forward-looking statements made in this press release and in oral statements made by authorized officers of the Company. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact Information

Investor Relations

www.televisair.com.mx

Tel: [phone]

Rodrigo Villanueva, VP, Head of Investor Relations / [e-mail]

Andrés Audiffred, Investor Relations Director / [e-mail]

Media Relations

Rubén Acosta / Tel: [phone] / [e-mail]

Teresa Villa / Tel: [phone] / [e-mail]