SC14D9C 1 dp07764_sc14d9c.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
SCHEDULE 14D-9
(RULE 14d-101)
 
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
 

 
LINKTONE LTD.
(Name of Subject Company)

 

 
LINKTONE LTD.
(Name of Person(s) Filing Statement)
 

 
American Depositary Shares, each representing 10 ordinary shares, par value US$0.0001 per share
(Title of Class of Securities)

535925101
(CUSIP Number of Class of Securities)

Michael Li
12th Floor, Cross Tower
318 Fu Zhou Road
Huang Pu District
Shanghai, People’s Republic of China 200001
86-21-3318-4900
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
 
With a Copy to:
Mark J. Lehmkuhler
Davis Polk & Wardwell
The Hong Kong Club Building, 18th Floor
3A Chater Road
Hong Kong
(852) 2533-3300
 
 
 

 
The following are presentation slides posted on the website of Linktone Ltd. (“Linktone”) in connection with the joint conference call hosted by Linktone and PT Media Nusantara Citra Tbk (“MNC”) at 9:00 p.m. Eastern Time on November 29, 2007 to discuss the strategic investment by MNC.


 



                                                                     [MNC LOGO]

                         MNC                Linktone
                     (JSX: MNCN)          (Nasdaq: LTON)


      Proposed Investment & Tender Offer by PT Media Nusantara Citra Tbk

                               November 30, 2007

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Notice To Investors                                                  [MNC LOGO]

This presentation is neither an offer to purchase nor a solicitation of an
offer to sell securities by any person. The offer for the outstanding shares of
Linktone described in this presentation has not commenced. Any offers to
purchase or solicitations of offers to sell will be required to be made
pursuant to offer documents filed with the U.S. Securities and Exchange
Commission (the “SEC”) in accordance with U.S. securities laws.

The offer documents required under U.S. laws, including Linktone’s
recommendation statement, will contain important information, and shareholders
and potential investors are urged to read them carefully when they become
available before making any decision with respect to any offer. Those materials
will be made available to all shareholders of Linktone at no expense to them on
the SEC’s website (http://www.sec.gov).

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Forward-Looking Statements                                            [MNC LOGO]

Statements in this presentation that are not reported financial results or
other historical information are “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995. They include,
for example, statements about our business outlook, assessment of market
conditions, strategies, future plans, future results, business model, financial
targets, capital spending and tax rates. These forward-looking statements are
not guarantees of future performance. They are based on management’s
expectations and involve a number of business risks and uncertainties, any of
which could cause actual results to differ materially from those expressed in
or implied by the forward-looking statements. The risks and uncertainties
relating to the forward-looking statements in this presentation include those
described under the captions “Risk Factors” and “Forward-Looking Statements” in
Linktone’s Form F-1 filed on March 3, 2004 and in Linktone’s other filings with
the Securities and Exchange Commission.

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                                                                     [MNC LOGO]

Hary Tanoesoedibjo
CEO, PT Media Nusantara Citra Tbk

Colin Sung
CFO, Linktone Ltd.

[LINKTONE LOGO]


      



 





Transaction Overview                                                  [MNC LOGO]


•    Linktone Ltd. (“Linktone” or the “Company”) has signed a definitive
     acquisition agreement with PT Media Nusantara Citra Tbk (“MNC”), which
     hereby states that:

     –    MNC will effect a public tender offer for 6.0MM ADSs, representing
          60.0MM ordinary shares, or approximately 25% of LTON’s total shares
          outstanding, at a purchase price of US$3.80 per ADS (or US$0.38 per
          ordinary share)

     –    Upon closing of the tender offer, MNC will subscribe for between
          180.0MM and 252.0MM ordinary shares, representing 18.0MM to 25.2MM
          ADSs, or approximately 43% to 51% of the total shares outstanding, at
          the close of the subscription and tender offer, at a price of US$0.38
          per ordinary share (or US$3.80 per ADS)

     –    Following the tender offer and subscription, MNC will own at least
          51% of Linktone’s total shares outstanding

     –    On a pro forma basis, the transaction will increase LTON’s cash
          balance to a minimum of US$115 million or US$2.73 per ADS

•    MNC will finance the transaction using MNC’s existing cash

•    Transaction conditional upon approvals by LTON shareholders for the change
     of control of the Company, as well as governmental & regulatory clearances
     and other relevant matters

•    Launch of tender offer and closing of the transaction in 1Q 2008

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Strategic Rationale for the Deal                                      [MNC LOGO]


•    China is a highly attractive market for MNC

     –    With US$14.7 bn(1) in ad spending and growing at over 15% per year,
          China is one of the world’s largest and fastest growing advertising
          markets

     –    Indonesia, a US$3.6 bn(1) market, is similar to China in terms of
          advertising fragmentation, development and growth

•    MNC’s expertise can be readily applied in China

     –    MNC has strong localized international content and advertising
          relationships

     –    Extensive operations experience and successful track record in home
          market

•    LTON = attractive value proposition

     –    Build on its WVAS and media businesses in emerging Asian markets

•    Strong management team already in place

     –    Additional financing needed to properly execute on existing business
          plan

     –    Strategic capital and commitment are key differentiating factors

Gross Ad spending (CAGR 2006-2009F)(1)

                                   (%)
China                              15.6
Philippines                        12.7
Indonesia                          12.7
India                              11.2
Malaysia                            4.5
Singapore                           3.3
Hong Kong                           2.7
Thailand                            1.8
Korea                               0.4

2006 gross TV Ad spending as % of Total Ad spending(1)

                                   (%)
China                              41.3
Philippines                        76.7
Indonesia                          64.4
India                              43.6
Malaysia                           33.2
Singapore                          39.4
Hong Kong                          38.0
Thailand                           53.7
Korea                              33.5

Note:
(1)        Source: Zenith Optimedia, October 2007

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Building an Integrated and Diversified  Media Company                 [MNC LOGO]




                    |X|  Leverage MNC’s VAS business in Indonesia to complement
                         the Company’s WVAS business in China
Transform into
regional content
and WVAS leader     |X|  Expand Linktone’s reach regionally by making strategic
                         investments or acquisitions in target regional markets
                         in Asia

                    |X|  Use the combined infrastructure of both entities in
                         China and Indonesia to ensure a best-of-breed and
                         cost-effective end product

                    |X|  Extend Linktone’s and QTV’s Ad reach in China

Leverage MNC’s
ad-driven success   |X|  Leverage MNC’s existing relationships with
                         international advertising agencies to expand coverage
                         and drive Ad spend in China

                    |X|  MNC’s expertise in building and operating in-house
                         production

                    |X|  Bundle media offerings to more effectively leverage
                         Linktone’s QTV, Internet and Mobile platforms as an
                         advertising value proposition

                    |X|  Invest and acquire “killer content” to drive
                         viewership and usage

Improve Linktone’s
  content value     |X|  Leverage MNC’s international content relationships into
                         the Chinese market to gain preferred relationships or
                         establish joint productions

                    |X|  MNC’s expertise in building and operating in-house
                         production

Note:
1        Source: MNC

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                                                                     [MNC LOGO]

                     LINKTONE OVERVIEW

[LINKTONE LOGO]



      



 





Linktone - At A Glance                                                [MNC LOGO]


•    Linktone is a leading wireless entertainment provider in China

     –    Founded in November 1999 in Shanghai, China

     –    IPO in March 2004 on NASDAQ (ticker: LTON)

     –    Approximately 500 employees in 25 provinces across China

•    Pan China distribution network and carrier relationships

     –    Relationships with China Mobile, Unicom, Telecom and Netcom

     –    Network of local sales offices with over 100 sales representatives

•    Broad range of wireless 2G and 2.5G entertainment

     –    SMS, MMS and WAP-based products and services, such as ringtone icon
          and screen saver downloads, games and interactive messaging

     –    Well positioned for 3G wireless entertainment opportunities

•    Emerging Cross Media Platform through QTV

     –    Control exclusive advertising rights and non-news content on Q
          Channel, a satellite TV channel that reaches 24 provinces in China
          with 276 million viewers

     –    Provides access to rapidly growing TV advertising market as well as
          cross platform opportunities with wireless

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Linktone’s Drivers of Growth –                                        [MNC LOGO]
Distribution Network

•    Linktone has built the strongest distribution network for wireless
     services in the industry

     –    Pan-China with central and provincial operators - on-deck, off-deck

     –    Deep network of media partnerships and channels

                                     [MAP]

o    Local on-the-ground presence of over 100 sales representatives

*    Provincial Operator office

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                                                                     [MNC LOGO]

Linktone is China’s Wireless Value
Added Services Leader

•    Experienced in interactive programming and product design

•    Proven experience in establishing and maintaining partnerships with
     leading content providers and media partners

•    Powerful product development and technology capabilities

                                   [GRAPHIC]

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                                                                     [MNC LOGO]

Emerging Media Platform – Advertising Sales

                                 QTV Overview

•    Q Channel is powered by Qinghai TV (“QTV”) station and supported by the
     China Youth League (“CYL”)

•    In Oct 2006, Linktone entered into a contract with CYL, through which it
     acquired the exclusive rights for 7 years to sell advertising and provide
     most of the content for QTV

•    As of May 2007, QTV had successfully landed in 24 provinces in China and
     achieved 276 million viewers

•    In 1H07, QTV’s Q Channel ranked no. 1 in ratings among satellite TV
     stations in China’s northwest and northern provinces

•    Ratings were on par with Asian Union New Media’s Travel TV and Xinhua
     Finance Media’s NMTV

•    Significant investments will be required to increase coverage and develop
     or acquire content for QTV

                                 QTV Coverage & Advertisers

                                   [GRAPHIC}

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                                                                     [MNC LOGO]

                                  MNC OVERVIEW

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                                                                     [MNC LOGO]

MNC – At A Glance

•    MNC is the largest and only integrated media company in Indonesia,
     operating in content production & distribution across the media chain

•    Subsidiaries include:

     –    RCTI is the #1 TV station in Indonesia with 18.6% audience share

     –    TPI is the fifth largest TV station in Indonesia with 11.4% audience
          share

     –    Global TV is positioned for young adults within the upper population
          segment

     –    Major presence in print media and radio in Indonesia

•    Controls 35% of Audience Share and 34% of AdEx in Indonesia

•    Synergies with MNC’s parent company, Global Mediacom, which operates in
     telecommunications and subscriber-based media

•    MNC has the largest content library in Indonesia

     –    Over 63,000 hours of video-related content, increasing by 10,000
          hours per year

     –    Produces and owns more than 50% of its programming

•    Publicly listed on Jakarta Stock Exchange in June 2007

•    Current market cap of US$1.3 billion(1)

Note:
1        Source: Bloomberg, quoted as of 28 November 2007


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                                                                     [MNC LOGO]

MNC Corporate Structure

                                   [GRAPHIC]

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                                                                     [MNC LOGO]

MNC is Indonesia’s Leading Local
Content Developer

                                   [GRAPHIC}


                                Content Library

•        Owns and manages 63,000 hours¹ of video related content

•        Approximately 60% non–news and 40% news content

•        Versatility in usage

•        MNC-branded channels, mobile content and VAS

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                                                                     [MNC LOGO]

MNC Financial Highlights

(In US$ millions)       2004     2005      2006   9M2006  9M2007
 Revenues               141       144       232     162     242
 % YoY growth             -        2%       62%       -     49%
 EBITDA                  38        36        70      50      76
 % margin               27%       25%       30%     31%     31%
 EBIT                    32        29        61      43      67
 % margin               23%       20%       26%     27%     28%
 Net Income              14        11        32      24      36
 % margin               10%        8%       14%     15%     15%

Source: MNC, Bloomberg
Note: Financials have been converted from Rupiah to US Dollars based on average
exchange rates during the specified time periods

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                                                                     [MNC LOGO]

                               BUSINESS STRATEGY

[LINKTONE LOGO]



      



 





                                                                     [MNC LOGO]

Linktone’s Current Drivers of Growth

Indefinite Content -> linktone -> Indefinite Channels

                     Core Value of Service Providers (“SP”)

   (1)  Creative Production                   (2)   Integrated Marketing
        Key indicators                              Key Indicators
        --------------             +                --------------
        ARPU & “Stickiness”                         Number of users

•    How does this translate into growth for Linktone?

–    Distribution Network: Building the strongest channels for distribution of
     services and applications -> MNC

–    Next Generation Services: Content, content, content! -> MNC

–    Interactive Media Leadership: Capitalize on interactive television, radio
     and print media -> MNC

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                                                                     [MNC LOGO]

MNC Complements Linktone’s Existing Growth Strategy

•    Linktone’s strategy is to grow through product diversification and media
     advertising opportunities outside of WVAS

•    MNC aims to extend its leading position as an integrated media company
     through international expansion

How will Linktone get here?

[GRAPHIC]

                             3 Key Steps to Growth

         Create opportunities with MNC outside WVAS:

          |X|  E/M Commerce & Enterprise Marketing

         Leverage MNC’s integrated media platform:

          |X|  Media content and programming

          |X|  Integrated advertising

          |X|  Localized content production

         Sustain stable growth in core WVAS:

          |X|  SMS stabilizing, continued growth in MMS, IVR, color ringback

          |X|  WAP – untapped growth

          |X|  Position for 3G opportunity

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                                                                     [MNC LOGO]

Expanding Linktone’s Media Advertising Model

                         Wireless Entertainment Revenue

                                   [GRAPHIC]

                              Advertising Revenue

Exclusive & Strategic (WVAS & Ad)
Nationwide Satelite Television Stations
Provisional Television Stations

Local TV
Content / Distribution / Ad Agency

Radio Distribution

Mobile / Wireless

Print Media / E-Magazine

DM

Internet

                            Linktone Revenue Model:

1. Accelerate growth in WVAS revenue
2. Introduce new WVAS services
3. TV/Music/Print revenue distribution
4. Introduce non-WVAS services
5. ”Soft” and “Hard” Ad revenue

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                                                                     [MNC LOGO]

MNC’s Value Proposition for Linktone’s Advertising Platform (QTV)



|X|  Expand audience and ad sales coverage

|X|  Refine target audience positioning

|X|  Improve program quality

|X|  Develop in-house production capabilities

|X|  Introduce localized international content format and access to
     international content distribution

|X|  Improve advertising and introduce advertising bundling and access to
     multi-national advertising and media-buying companies

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                                                                     [MNC LOGO]

Anticipated Benefits and Synergies

•    Linktone’s and MNC’s market leadership can be strengthened by integrating
     their platforms to accelerate customer growth and by realizing potential
     operational and financial synergies:

     –    Development of vertically-integrated media operations in China to
          enhance economics across the value chain

     –    Leverage MNC’s relationships with world-wide content producers and
          distributors to ramp-up inventory and increase internal content
          production

     –    WVAS revenue synergies driven by regional cross-selling opportunities
          – MNC has existing WVAS business and parent Company, Global Mediacom,
          controls a mobile carrier in Indonesia

     –    Focused audience segmentation to improve QTV’s ratings and Ad sales

     –    Cost synergies through improved program procurement strategies and
          access to MNC’s broadcasting operational expertise

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                                                                     [MNC LOGO]


                                   THANK YOU

Contact MNC:

David F. Audy
Investor Relations
David.audy@mncgroup.com
+6221 390 0310 x2803

Contact Linktone:

Edward Liu
Investor Relations
Edward.liu@linktone.com
+86 21 63611583

[LINKTONE LOGO]