ProSiebenSat.1 acquires 100% of the shares in streaming platform Joyn

Joyn becomes the centerpiece of the digital entertainment presence Expansion of Joyn into the largest freely accessible platform for premium video content in the German-speaking region Strengthening the leading role in the growing market for AVOD Despite negative adjusted EBITDA contributions from the first-time full consolidation in 2022 of around EUR 25 million from the Joyn acquisition, the Group expects adjusted net income in 2022 to be at the previous year’s level and thus hardly changed compared to the previous expectation The Company expects no negative impact on the dividend-relevant adjusted net income of the Group as early as 2023; significantly positive contributions to adjusted net income are expected already from 2024 onwards In the years to come, the Group will also be able to use income tax loss carry-forwards at the level of Joyn GmbH amounting to well over EUR 400 million Outlook adjusted in total due to first-time full consolidation of Joyn in the fourth quarter of 2022

Unterföhring, September 13, 2022. ProSiebenSat.1 Group is acquiring the outstanding 50% of the shares in Joyn from Warner Bros. Discovery. The joint venture was established with Discovery in 2017 and has been operating under the name Joyn since 2019. From day one, Joyn has focused on a strong, free and thus advertising-financed offering, as well as an exclusive subscription service. With over 30 million app downloads and 4 million unique users per month, the German streaming platform has firmly established itself on the market after three years. In the future, Joyn will be transferred to ProSiebenSat.1 Media SE’s Entertainment segment as a wholly owned subsidiary. ProSiebenSat.1 is thus making the streaming platform an integral part of its value chain and placing Joyn at the center of its digital entertainment presence. In addition to content from ProSiebenSat.1 and other content partners, Joyn users will continue to have on-demand access to free, advertising-financed content from Warner Bros. Discovery. Users of the Joyn PLUS+ subscription offer can also obtain access to discovery+, which entitles them to use the streaming service for twelve months. Antitrust clearance is expected from October 1, 2022. Rainer Beaujean, Group CEO of ProSiebenSat.1 Media SE: “By acquiring all shares in Joyn, we are continuing the digital transformation of ProSiebenSat.1 Group. With Joyn having launched as a pure streaming platform three years ago, we are now making it the first point of contact in our digital ecosystem and thereby benefiting from synergies within the Group. In line with our strategy, we are extending our reach, especially among young target groups, and creating new opportunities for monetization. Full control over Joyn gives us the entrepreneurial flexibility we need.” “In the future, we will place a sharper focus on interaction with and between users and community management,” Rainer Beaujean continues. “Therefore, we are integrating our streaming platform more closely with our influencer business and our brands from the Dating & Video and Commerce & Ventures segments. The Group’s digital ecosystem also includes the single-sign-on registration service 7Pass with its more than 20 million registered users. Together with Joyn, it will enable us to address users even more targeted in the future.”  Wolfgang Link, Member of the Executive Board of ProSiebenSat.1 Media SE (responsible for Entertainment): “Together with Warner Bros. Discovery, we have developed Joyn into a successful and relevant player in the German streaming market, and are delighted that their content will remain available on Joyn. With the complete takeover, we are making Joyn the most important cornerstone of our digital content offering from now on – and we have big growth plans: We are further expanding our offering with local, relevant live content, thus successively increasing our marketable total reach and opening up additional monetization opportunities – because we want to make Joyn the largest freely accessible streaming platform for premium video content in the German-speaking region.”  Wolfgang Link continues: “We have many new program highlights in the pipeline: In addition to more and more previews from our group of stations, Joyn will expand its range of live events and Joyn Originals with the stars of the very young target group and attention-grabbing reality formats such as ‘Love is King’ and the impro series ‘INTIMATE’. In doing so, Joyn will remain an aggregator platform in the live streaming segment, and we look forward to new content partnerships.”  Ralf Peter Gierig, Member of the Executive Board & Group CFO of ProSiebenSat.1 Media SE: “As a result of the complete takeover, Joyn will be fully consolidated in the fourth quarter of 2022. As expected, the Group will initially be impacted at the level of adjusted EBITDA. Nevertheless, the Group still expects this year’s adjusted net income to be around the previous year’s level.”  Ralf Peter Gierig continues: “The adjusted net income effects will already be balanced in 2023, and clearly positive contributions to the Group’s adjusted net income will be generated from 2024 onwards. In the years to come, our Group will also be able to use income tax loss carry-forwards at the level of Joyn of well over EUR 400 million, which could not have been utilized by us in this amount in the previous joint venture. With regard to dividend, this is important news for all shareholders.”  More efficient value creation from in-house programming: The full integration will enable ProSiebenSat.1 to create more efficient value for its in-house programming in the future and offer new opportunities for monetization. From now on, all in-house content can be used in a more flexible, user-friendly and profitable manner across all channels. Advertising customers will thus have an even better basis for their targeted approach. For the first time, it is now also possible to consistently integrate the Joyn brand into all digital platforms of the Dating & Video and Commerce & Ventures segments, including inventory and content utilization by the Group. This will result in a steadily growing BVOD (broadcaster video on demand) system that focuses on an increasingly personalized offering. By the end of the year, Joyn will offer a continuously growing number of different FAST (free advertising-supported streaming TV) channels. These will play curated, advertising-financed content back-to-back, similar to a playlist of thematically linked content. More than 35,000 fictional series and reality, magazine, infotainment and sports content from ProSiebenSat.1 are already available for free on Joyn. In addition, increasingly close links with the company’s creator networks, such as Studio71 or Buzzbird, and future opportunities for interaction will strengthen the appeal to and integration of the young target group. At the same time, ProSiebenSat.1 is successively expanding its offering of marketable short-form content and major live and sport events on the streaming platform. The new newsroom will produce additional relevant content for Joyn from 2023. Expansion of monetization opportunities: With Joyn as a fully integrated part of the group-wide entertainment offering, ProSiebenSat.1 will continue to extend its monetizable total reach across all platforms. Joyn has already increased the marketable watchtime of its users by around 20% compared with the previous year (June 2021 to June 2022). Moreover, Joyn is already positioned as a high-quality video brand in the advertising industry. In the first half of 2022, the streaming provider increased its advertising bookings by 50% compared to the previous year. This was also driven by the ever-growing portfolio of the Group’s own innovative and cross-media advertising products in a brand-secure environment. ProSiebenSat.1 can now drive their implementation on Joyn and their integration in linear and digital marketing packages even faster and more efficiently. In the future, the sales organization will be able to create sales offers for all our advertising customers based on the linear and digital reach of our formats for the first time.  Focusing and expansion of the distribution offer: In spring 2022, ProSiebenSat.1 discontinued all the individual stations’ apps and made Joyn the single point of contact for ProSiebenSat.1 content on connected TVs, smartphones and all other devices. The Group’s digital ecosystem also includes the single-sign-on registration service 7Pass with its more than 20 million registered users. On the basis of a single overarching technology for the entire digital infrastructure of the Group, ProSiebenSat.1 can now perfectly integrate digital products into all platforms, including Joyn. In the future, a streaming offering for distribution partners will further strengthen the Group’s marketable total reach.  Outlook – adjusted net income and dividend for 2022 expected to be at the previous year’s level: 
For the outlook of ProSiebenSat.1’s financial year 2022, revenues of around EUR 4.375 billion with a variance of plus/minus EUR 75 million (previous year’s figure adjusted for currency and portfolio effects: EUR 4.333 billion) remain unchanged despite the first-time full consolidation in the fourth quarter. 
At the same time, ProSiebenSat.1 expects a reduction in adjusted EBITDA of around EUR 25 million for the financial year 2022 due to the first-time full consolidation of Joyn (previously, the 50% share in the company was reported at equity in the financial result) and is adjusting its full-year outlook for adjusted EBITDA accordingly to a value of EUR 780 million, with an unchanged variance of plus/minus EUR 25 million (previously EUR 805 million plus/minus EUR 25 million).
In addition, one-time expenses of up to EUR 20 million will be incurred in financial year 2022 due to efficiency measures in the Group's streaming activities but will have no further impact on ProSiebenSat.1's adjusted EBITDA. These efficiency measures as well as revenue synergies will lead to adjusted EBITDA improvements of around EUR 35 million per year from 2023 onwards. As a result, ProSiebenSat.1 expects a negative impact on adjusted EBITDA of only around EUR 40 million in the financial year 2023 and of only around EUR 25 million in the financial year 2024 due to the full consolidation of Joyn. The Group also expects a positive earnings contribution to adjusted EBITDA by the 2025 financial year at the latest. 
The Group expects adjusted net income after full consolidation of Joyn for the financial year 2022 to be approximately at the level of the previous year (previously: at or slightly above the previous year's level; previous year: EUR 362 million). In line with its dividend policy, ProSiebenSat.1 therefore expects to be able to pay a dividend for the financial year 2022 also at the previous year's level (for 2021: EUR 0.80 per share). Due to the full consolidation of Joyn, the Group does not expect any negative impact on adjusted net income in the financial year 2023. In 2024, a significantly positive contribution to the Group's adjusted net income is already expected.
Joyn GmbH also has income tax loss carry-forwards from the period of the joint venture of well over EUR 400 million, which could not have been utilized by ProSiebenSat.1 in this amount in the previous joint venture. Due to the expected possible utilization of these loss carry-forwards accumulated before full consolidation, the Group will realize an income tax benefit from the transaction of well over EUR 100 million in the coming years.