This 3 sentence summary provides the high level and essential information from the confidential document prepared by Morgan Stanley Asia Limited:
Morgan Stanley prepared this document pursuant to an engagement with the independent special committee of Giant Interactive Group, Inc. to provide an explanation of the basis for Morgan Stanley issuing a financial opinion letter in relation to a proposal by a Consortium to acquire the outstanding shares of Giant Interactive Group, Inc. per share or as an ADS. This document should be read in conjunction with the terms of the financial opinion letter and any oral or supplemental information provided by Morgan Stanley.
This 3 sentence summary provides the high level and essential information from the confidential document prepared by Morgan Stanley Asia Limited:
Morgan Stanley prepared this document pursuant to an engagement with the independent special committee of Giant Interactive Group, Inc. to provide an explanation of the basis for Morgan Stanley issuing a financial opinion letter in relation to a proposal by a Consortium to acquire the outstanding shares of Giant Interactive Group, Inc. per share or as an ADS. This document should be read in conjunction with the terms of the financial opinion letter and any oral or supplemental information provided by Morgan Stanley.
This 3 sentence summary provides the high level and essential information from the confidential document prepared by Morgan Stanley Asia Limited:
Morgan Stanley prepared this document pursuant to an engagement with the independent special committee of Giant Interactive Group, Inc. to provide an explanation of the basis for Morgan Stanley issuing a financial opinion letter in relation to a proposal by a Consortium to acquire the outstanding shares of Giant Interactive Group, Inc. per share or as an ADS. This document should be read in conjunction with the terms of the financial opinion letter and any oral or supplemental information provided by Morgan Stanley.
htm DISCUSSION MATERIALS PREPARED BY MORGAN STANLEY ASIA LIMITED
Exhibit (c)-(3) CONFIDENTIAL Project Goliath Discussion December Materials 31, 2013 Morgan Stanley CONFIDENTIAL Disclaimer Project Goliath IThis document i G hasIbeen( prepared h “C by Morgan ”) d dStanley f DAsia Limited b 3 2013(“Morgan Stanley”) pursuant to the terms of a letter of engagement and a letter of indemnification with the independent special committee of the Board of Directors (the “Client”) of Giant This document Interactive Group,hasInc. been(theprepared by Morgan “Company”) Stanley Asia Limited ( Morgan Stanley ) pursuant to the terms of a letter of engagement and a letter of indemnification with the independent special committee of the Board of Directors (the Client ) of Giant This the document Client and hasdirectors, its been prepared officers, the dated Clientasonly foremployees, of December in the context representatives 3, 2013. andof the Transaction agents (as defined in strictStanley’s confidence. below) This documentand, together and anywith any oral materials mustornot other be supplemental photocopied or information reproducedprovided in connection in any electronic, with or physical thisother document form and(collectively, must not be“materials”), communicated,mustdisclosed be held by or distributed The purpose toofany other this person document intowhole is provideor in thepart at any Client with time an except with Morgan explanation of the basis upon prior which written Morgan consent. Stanleyall is of issuing a financial ordinary opinion letter (the “Opinion”) in relation torepresented the proposal of his per affiliated share or ADS entities), (the and an affiliate “Transaction”). of Baring This document Private shouldEquity be Asiain(collectively, read conjunction the with “Consortium”) and is subject to the to acquire terms of theOpinion. the outstanding This document shares, including supersedes any ordinary previous shares documents or byby the Company’s American presentations delivered by Chairman, Depositary Shares, Morgan being of theMr. Stanley to Yuzhu Shi Company the Client (and certain forinUS$11.75 connection with In the Transaction. preparing this document, Morgan Stanley has: (i) used information obtained from the Company and public sources; (ii) assumed and relied upon, without independent verification, the accuracy and completeness of the information supplied or otherwise made available judgments of thetofuture it for the purposes of this document; (iii) assumed thatdate the financial projections and notother financial anydata relating tovaluation the Company have been reasonably and properly prepared on bases reflecting in anythe best currently available estimates and provided with Neither Morgan any such financial Stanley, valuation its performance or appraisal, affiliates of the which ofupon nor anyprospects Company as at relied we have their respective the directors, of thisindependent without officers, document; employeesif or (iv) valuation. agents conducted (the independent or appraisal of the assets or liabilities of any company involved proposed transaction; and (v) not been projections, eitherdocument management generates. Furthermore,targets, and estimates, without prejudice toorliability returns for contained fraud, in member no this document, any; of the Stanley Morgan orStanley (ii) the“Morgan accuracy Group Stanley accepts Group”) gives or completeness or will accept anyany ofany representation information liability, or warranty, contained responsibility express or any in obligation or this document, implied, information (whetheroral as to: (i) the provided in contract, tort or achievement or reasonableness oforfuture in connection otherwise) in relationtherewith any data that to these matters. This For the is not a financial opinion or recommendation by any member of the Morgan Group. owes Any toavoidance views Client of thecontained aredoubt, those in no member this set document of forth in,are andthesubject based Morgan Stanley to the on financial,otherGroup economic, owes of, provisions anythe market fiduciary dutiesletter engagement and to theand other conditions Client, the Company indemnity prevailing entered at the or any into date hereof other person between Morgan and Morgan whether Stanley Stanley inand shall respect bethe of thisindocument, Client under connection no obligation the Opinion, with to update the the Transaction or otherwise. The only duties Morgan Stanley Transaction. this document or any materials in the light of changes to such conditions This documentor otherwise. and the information contained a financing, Client. We underwrite recommend or purchase that the Clientor seek anherein agentdo act asindependent or not third constitute advisor or in party an offer any legal, othertocapacity regulatory, sell or the solicitation with accounting respect and toof tax anyantransaction, advice offer to buyorany regarding the security, commit contents commodity capital, of or instrument ordocument. this to participate This ortrading indocument any related strategies, is derivative,and not a research nordodonot report theyconstitute and constitutelegal, an offer was not prepared or commitment regulatory, accounting by the research to lend, or taxsyndicate departmentadvice of thetoor thearrange Morgan Stanley Group. anything herein to the contrary, the Client, the Company and their directors, officers, employees, representatives and other agents may disclose to any and all persons, without limitation Notwithstanding of tax anystructure. kind fromForthethis commencement ofstructure” discussions, the U.S. federal limited toStanley and state income tax treatment and tax structure of the Transaction and all materials of any kind (including opinions or other tax analyses) that are facts relevant to the U.S. federal and state income tax treatment of the Transaction and does not include information relating to the identity of the parties or their affiliates, agents or advisors. provided relating to the tax treatment and purpose, “tax is Morgan 2 CONFIDENTIAL Introduction Project Goliath Transaction Overview The O Consortium 100% f llsubmitted dil d a preliminary i b i htakeI diprivate i offer Off (thel “Indicative h C Offer”) on November i l 25 $2 2013 95B to the Board of Directors of Goliath The Indicative Offer is for $11 75 per ADS (the “Indicative Price”) and is posted on the SEC website The OnConsortium submitted a preliminary take-private offer (the Indicative Offerat) approximately on November 25, 2013 to the Board of Directors of Goliath. The Indicative Offer is for $11.75 per ADS (the Indicative Price ), and is posted on the SEC website ––The a 100% Premium offully 24.0%,diluted equity 29.1%, basis, 31.3% andthe Indicative 31.6% to the Offer values the Company volume-weighted average price during $2.95Bn the last 5, 30, 60 trading days and last 3-months – AsConsortium The Consortium collectively part of the transaction, intends to owns finance approximately Chairmanthe Shi intends 47% transaction with of thehis to reduce a Company combination on a fully-diluted currentofshareholding debt and equity basis in Goliath from capital. 42.5% Equity to a fully financing diluted would pre-transaction be provided the20% fromAugust stake Consortium –Chairmanvote Shi proposed for the and Baring have signed transaction and anot consortium take agreement and havewith agreed it to work with each other exclusively for nine months until 25, 2014. and Theany additional consortium membersobligates agreement that are accepted into theto: the Consortium Consortium ––Valuation not transfer vote against any anyof their competingrespective proposalshares in theany or matter that action inconsistent Company unless as aotherwise would facilitate competing permitted proposalunder the Consortium Agreement Methodology –In assessing trading Historical the Indicative ranges Price, we have considered the following: ––– Comparable Range of broker target companies Precedent transaction prices analysis analysis –– Discounted Leveraged cash flow buyout (“DCF”) (“LBO”) analysis analysis Morgan 3 Stanley CONFIDENTIAL Project Goliath Chinese Online Gaming Up to November Peer 22, 2013 Share Price (1 Trading DayPerformance Prior to the Indicative Offer Announcement) Goliath’s Sh P i share P fprice dropped in September 2011 primarily due to the payment of a special dividend of US$708MM Goliath s share ShareThree Price price dropped in September 2011 primarily due to the payment of a special dividend of US$708MM Performance Last 200 Years NetEase: 62.3% 150 Goliath: 42.5% 100 Changyou: (17.8%) 50 Shanda: (33.9%) Perfect World: (40.8%) 0 Nov-10 May-11 Feb-11 Aug-11 Dec-11 Mar-12 Jun-12 Oct-12 Jan-13 Apr-13 Nov-13 Aug-13 Goliath NetEase Changyou Shanda Perfect CapIQ Source World Morgan 4 Stanley CONFIDENTIAL Goliath Trading Volume Analysis Up to November Project Goliath 22, 2013 (1 Trading Day Prior to the Indicative Offer Announcement) • Goliath G li h ADSs h havedtraded d b between US$5i 09Pand h I di i US$10 i J 13 in 30the last 12 months prior to the Indicative Offer announcement 2008 •– Goliath Goliath ADSs nothave traded between US$5.09Price and US$10.13 since June in 30,the last 12 months prior to the Indicative Offer announcement ADS US$ Pricehas Tradingtraded Rangeabove the Indicative 2008 20 11 19.20 13.46 6.48 6.39 6.32 6.28 6.23 6.18 6.04 6.52 5.41 8.19 7.71 8.02 7.45 7.25 6.93 7.55 8.50 6.51 9.05 8.46 8.26 8.10 7.96 7.82 7.71 9.30 7.34 9.16 8.17 7.88 8.50 7.55 6.93 6.30 5.41 10.13 9.39 9.21 9.06 8.92 8.63 8.43 10.13 8.24 9.08 8.45 8.11 7.71 7.34 6.48 6.16 10.13 10.65 8.77 7.92 7.39 6.48 5.15 5.09 23.15 1Q13 Volume Total 2Q13 3Q13(MM YTD2013 ADS) L1M LTM Since IPO 54 TSO % 87.1 (1) 62 258 3826 22Volume 36 280 1,320 108 25% of CapIQ Source Total 50%16of117 551Volume 75% of Total Volume 100% of Total Volume Total Note 1. BasedStanley on 239.6MM ordinary shares outstanding as of October 31, 2013 Morgan 5 Morgan Stanley CONFIDENTIAL Project Goliath •• Goliath’s P/E dropped in September 2011 primarily HiCashi has lMat times l i l represented A l i a significant portion ofdue thetomarket the payment value of a special dividend of US$708MM •Historical Cash hasMultiple at times represented a significant portion of the market value Up to November Historical 22,Analysis 2013 P/E NTM Adjusted (1 Trading (1) Day Prior to the Indicative Offer Announcement) xLast 16 3 Years 12 84 Indicative Nov-10 Apr-11 Price:Aug-11 11.4x (2) SinceMay-12 IPO Avg.:11.0x Pre-Offer: 9.8x (2) L1M Avg.: 9.7x LTM Avg.: 8.1x Historical Ex-Cash NTMJan-12 Adjusted Oct-12 Feb-13 P/E (1) Jul-13 Nov-13 xLast 12 3 Years Premium of Indicative L1M Adjusted NTM P/E Price 17% LTM Adjusted NTM P/E 40% L1M Adjusted NTM 46% Ex-Cash P/E NTM LTM Adjusted 22% Ex-Cash 12 P/E 96 30 Indicative Price:Aug-11 Nov-10 Apr-11 8.7x (2)Jan-12 Pre-Offer: 7.1xOct-12 May-12 (2) L1M Avg.:Jul-13 Feb-13 7.1x Since Nov-13IPO Avg.: 6.7x LTM Avg.: 6.0x Sources Notes Company Filings, CapIQ 1. Based 2. Consensus on estimates 2014E from brokers management as aggregated by CapIQ projections 6 Morgan Stanley CONFIDENTIAL Project Goliath Historical Multiple Up to November Hi i l NTM Adj22Analysis 2013 (1 Trading d AV Day(1)(3) / EBITDA Prior to the Indicative Offer Announcement) Up to November Historical 22, 2013 AV NTM Adjusted (1 Trading / EBITDADay(1)(3) Prior to the Indicative Offer Announcement) Since x10 IPO 86 4Indicative Price: 8.3x (2) Pre-Offer: 6.9x (2) L1M Avg.: 6.4x Since IPO Avg.: Avg.: LTM 6.2x 5.5x 20 Indicative Price: Pre-Offer: 8.3x (2)Avg.: Since 6.4x IPO Avg.: 6.2x LTM Avg.: 5.5x Premium L1M of6.9x Adjusted (2) L1M Indicative NTM AV Price / 37% EBITDA LTM 57% Adjusted NTM AV / EBITDA Nov-10 Apr-11 Aug-11 Jan-12 May-12 Oct-12 Feb-13 Jul-13 Nov-13 Sources Notes Company Filings, CapIQ 1. Consensus 2. AV Based estimates on 2014E from management brokers as aggregated by CapIQ projections 3. 7Morganbetween September 12, 2011 and October 31, 2011 adjusted for US $708MM special dividend Stanley CONFIDENTIAL •Project Goliath • Goliath’s P/E Cash has at dropped times in September represented 2011 primarily a significant portion ofdue thetomarket the payment value of a special dividend of US$708MM GoliathNHistorical U b 22 Trading Multiples 2013 (1 T di vs D Select P i Peersh I di i Off A ) Goliath Historical22, Up to November Trading Multiples 2013 P/E (1 Trading vs. DaySelect PriorPeers to the Indicative Offer Announcement) Historical Last NTM Adjusted (1) x18 Three Years 12 60 Perfect Goliath:World: (2)6.2x11.6x NetEase: 11.5x 9.8x Changyou: Nov-10 Mar-11 Shanda:Oct-11 Jun-11 4.7x Feb-12 May-12 Sep-12 Dec-12 Apr-13 Aug-13 Nov-13 Goliath NetEase Changyou Perfect World Shanda Sources CapIQ Notes 1. Based Consensus estimates from brokers as aggregated by CapIQ 2. on 2014E 8Morgan Stanley management projections CONFIDENTIAL Project Goliath Goliath Up Historical22, to November Trading Multiples 2013 (1 Tradingvs. DaySelect PriorPeers to the Indicative Offer Announcement) Historical L Th NTMY Adjusted AV / EBITDA (1)(2) Historical ThreeNTM YearsAdjusted AV / EBITDA (1)(2) xLast 12 96 30 Goliath: 6.9x (3) NetEase: 6.8x Perfect World: 5.7x Shanda: 3.6x 3.3x (4) Changyou: Nov-10 Goliath Apr-11 Aug-11 Jan-12 May-12 Oct-12 Feb-13 Jul-13 Nov-13 NetEase Changyou Perfect World Shanda Sources CapIQ, Company Filings Notes 1. Goliath’s 2. ConsensusAVestimates between from brokers12, September as aggregated by CapIQ 2011 and October 31, 2011 adjusted for special dividend of $ US708MM 3. Based on Shanda 2014E management projections 94. Assumes Morgan Stanley Game’s net cash position is zero after July 28, 2013, due to the payment of $ US812MM to the parent, Shanda Interactive, for the acquisitions of the platform-related business CONFIDENTIAL •Project -• L1M Goliath Goliath to has LTMtraded VWAPat awithin significantly range oflower level than ~US$7.5-9.1 perthe Indicative Price in the twelve months prior to offer announcement ADS GEven li hwith Hi thei share l ADSprice P i runP upf prior to announcement the Indicative Offer still represents a 16 0% premium to the pre announcement price •Goliath Even with the share Historical ADS price run-up Price prior to announcement, the Indicative Offer still represents a 16.0% premium to the pre-announcement price Performance Up LTM toPrice November 22, 2013 Performance (1 Trading Day Prior to the Indicative Offer Announcement) US$ 15.00 Nov-13-2012 Announced 3Q13 results (revenue ofresults US$86MM vs. consensus of US$85MM) Feb-26-2013 Announced May-7-2013 Announced 1Q134Q12 results and full(revenue year 2012 of US$92MM (4Q12 revenue vs.ADS of US$92MM consensus vs. consensus of US$91MM) of US$92MM) Jun-5-2013Ntreev Jul-5-2013 Announced Soft and priced enters follow-on offering into as cooperation deal forofjoint 11MMdevelopment of mobile games Aug-22-2013 Sep-16-2013 Signed AnnouncedMike Tyson an ambassador for World resignation of Lu Zhang from the board of Xianxia Indicative 10.00 Offer: US$11.75 US$10.13 5.00 Apr-9-2013 Apr-18-2013Announced Announcedresignation new CEO Wei of Mr.LiuYuzhu and Shi as CEO President Xuefeng Ji Network Jun-17-2013 Aug-6-2013 Announced Announced investment 2Q13 in(revenue mobile resultspublic game developer of US$96MM Dijiang vs. consensus of US$96MM) Sep-6-2013 World Nov-6-2013 of Xianxia Announced 3Q13 began results testing (revenue of US$96MM vs. consensus of US$97MM) Summary Share Price Share Premium Offer of Price Price Pre-announcement L1M VWAP VWAP 8.93 10.13 16.0% 9.10 31.6% 29.1% L3M L6M VWAP 8.37 40.4% LTM SourceVWAP CapIQ7.58 54.9% 0.00 Nov-12 Jan-13 Feb-13 Apr-13 May-13 Jun-13 Aug-13 Sep-13 Nov-13 Sources 10 Company Announcements, CapIQ Morgan Stanley CONFIDENTIAL •Project Goliath • Indicative Price Broker target is ~25% prices higher remain than consensus unchanged target priceOffer announcement and are in the range of US$9.00- US$9.60 (2) post the Indicative Analyst S l dTargets S & Commentary R hE i (1)(2) Analyst SelectedTargets Summary & Commentary US$MM, Oppenheimer except forResearch Morgan target Stanley Estimates price and EPS CICC (1)(2) Barclays Macquarie Median Date 11/26/2013 Rating N/A Buy 11/25/2013 Buy Buy 11/8/2013 11/7/2013 11/7/2013 TP N/A2014E 2013E 9.60 9.00 2015E9.20 9.40Buy 2013E 9.30 2014E 2015E 2013E 2014E 2015E 2013E 384 385 385 387 385 385 Revenue N/A 469 425 435 N/A 570 449 490 483 490 440 440 Adjusted N/A 306 N/A EBIT367 243304264306244 284 235 272 246 320 245 279 244 279 Adjusted Adjusted EBITDA Net Income 2732014E 302 N/A2015E252224291237 314 N/A238 N/A N/A 263 339 391 N/A N/A N/A 263 302 352 Adjusted 2014E EPS 2015E 2013E 0.95 1.040.94 0.98 1.12 0.97 1.15 0.95 1.02 0.96N/A 1.04 0.96 258 277 240 276 N/A 235 289 325 238 256 273 238 258 277 N/A Source Broker Research,1.11 1.11 N/A 1.28 1.07 CapIQ, Bloomberg Positives “Goliath owns aZT healthy -flagship Morgangame, Stanley, Onlinegame November pipeline, 2, remain 7, 2013 including healthy... six games Goliath expectsinWorld operation, as welltoasbe3+itsMMORPGs, of Xianxia 2+ web next key growth games engine, and 2+ mobile following games, the success which of ZT should Online continue 2, and to to it plans fuel its growth... release the firstWe believe the expansion packgamer community for the and in-game game in November economics for Goliath’s 2013. “Goliath’s that management diversifies the company’srestated the company’s development efficient cost control strategy and attributed its well-maintained margins to 1) in-house dominated game portfolio, 2) effective marketing spend on new game launch and 3) minority interest-based studio model risks.” - Barclays, “Goliath November continues to 7, 2013 on execute its strategy to try diversifying away from the maturing PC MMO market into mobile games and webgames. The company has a steady cash flow from its MMO game portfolio, which we believe strength in ZT2 and 7, contribution 2013 from XianXia have helped to offset a decline in ZT Original in the quarter. It plans to focus on the developer side as well in the mobile game market, with a mix of hardcore and casual games.” - Bank of America Merrill Lynch, November “We believe licensing the performance games including CangTianof its existing 2 from hit games, Korea and ZT series and a shooting ZT2, is game..” largely - Bank of stable America as aMerrill mix while the November Lynch, company is25, lining 2013up for a more busy launch schedule in 2014, including a dozen mobile games, ZT3 (new version of ZT series), a couple of Concerns “Although we- believe that Goliath may potentially sacrifice part of its top-line growth to drive stable earnings as well as cash dividends, we believe this would be attractive to risk-averse investors preferring to have China online game exposure with stable cash “Sincereturn.” Goliath Barclays, November licensed7,MMO2013 Commentary “This onwill represents a 16% launch Indicative aOffer premium overcompares game Cang Tian 2 in 2014, gross margin will likely go down by 2-3%, in our view.” - Macquarie, November 7, 2013 the last trading price “Goliath’s premium implied range of takeout 15-70% valuation (an average of favorably 31% and to (vs. a median its 15% for Focus ofUS-listed ChineseMedia, 24%). - Oppenheimer, online 24% for Shanda gaming November peers, Interactive, which 26, 2013 33% for are trading Tom at an Online). average TheP/E 2014E proposed price multiple implies of 8.5x and11.7x 2014e P/E EV/EBITDA (10.3x of multiple ex-cash) 4.5x. We- Morgan also noteStanley, November that recent 25,MBOs Chinese 2013 have a takeout Source Broker Research Research Recommendation Summary Hold83% Buy 17% Notes 1. Estimates Only include 2. 11 are reports converted thatfrom wereRMB published to USDpostatthe 3Q 2013 earnings an exchange releasebased rate of 6.1200 on November 6, 2013guidance on management and those that have adjusted estimates for share-based compensation Morgan Stanley CONFIDENTIAL Revenue Project Goliath Goliath Summary Financial Projections Gross US Profit $MM US $MM 2Margin 000 1 (%) 500 1 000 500 0 Margin 2,000285 (%) 1,000 500 0 1,500 202 1,250 346750 1,000 385500384250 4600440 614 490 712 798 894 1,001 1,081 1,167 1,261 172 244 2010 2011300 3362013E 2012 335 382 382 498 2014E 2015E4232016E 578 647 725 812 2017E 2018E8772019E 947 1,023 2020E 100 92 842022E 2021E 76 68 60 Growth Difference 41.0% 21.5% (2.0%) 4.5% 11.1% 19.6% 33.5% 16.0% 12.0% 12.0% 12.0% 8.0% 8.0% 8.0% 25.3% 2010 2011 Growth23.0% 2012 2013E Difference 2014E 2015E 2016E 2017E 2018E 2019E 2020E 2021E 2022E 42.0% 0.3% 0.1%Management11.9% 13.9% 30.4% 16.0% 12.0% 12.0% 12.0% 8.0% 8.0% 8.0% 17.9% Historical Select Broker ConsensusProjections (1) Growth Historical Select Broker Management Consensus Projections (1) Margin Sources Adjusted Management EBITDA (2)Projections, Broker Research Sources Management Projections, Broker Research US$MM Margin Adjusted Net (%) Income (2) US$MM 800 600 Margin 400 200 (%) 0 121 189 241 26385258 302 433 144 118 484 213 542 238 606 230 654 258 706 255 762 100 302 27770 40286 55374 333 373 352 750 420 500 472 250 0555 601 80 60 40 20 5122019E 2010 2010 20112011 2012 2012 2013E 2013E 2014E 2014E 2015E 2015E 2016E 2016E 2017E 2017E 2018E 2018E 2019E 2020E 2020E 2021E 2021E 2022E 2022E7.9% 7.9% (1.9%) (5.4%) 6.1% Growth Difference Growth Difference 56.7% 22.6% 27.7% 6.9% 47.7% 8.0% 10.9% 10.9% 30.6% 18.4% 15.9% 10.1% 12.0% 12.4% 11.9% 12.4% 11.8% 12.3% 7.9% 8.4% 8.4% 8.4% (3.1%) (1.0%) 9.2% Historical Historical Management Management Projections Select ProjectionsBroker Broker Select ResearchConsensus Broker Consensus (1) (1) Margin Margin Projections, Broker Research Sources Revenue Management Projections, Sources Management •• Management Licensed gamesprojects revenue expected to to undergo contribute relatively 8.6% and higher 17.2% of growth revenue in in2014 2014 and and 2015 2015,due to the expected respectively, licensed an increase games over in the pipeline the 2010-2012 as well average as anticipated contribution from webgames and mobile games of 2.9% •Gross Profit The increasing EBITDA contribution from licensed games leads to increases in revenue share with companies from whom Goliath licenses games; hence, lower gross margins beyond 2014 •– Operating Growth expenses projected to remain relatively constant in R&D expenses in line with growth in labor costs as a % of total sales going forward Net Income •Notes Management expects certain taxthat benefits to cease from 1. Based 2. Adjusted on broker for share-based reports compensationwereand published post2014 impairment the onwards 3Q 2013Stanley 12 Morgan earnings release on November 6, 2013 and those that have adjusted estimates for share-based compensation CONFIDENTIAL Project Goliath Goliath Based onValuation Summary Management Projections I60 Day li d 30 G Day li h Indicative ADS V l (1)(2)(3) VWAP (4) VWAP (4) P i 60-Day Implied 30-Day Goliath Indicative per ADS Value (1)(2)(3) VWAP (4) VWAP (4) Price: $8.98 $9.10 Historical $11.75 Trading One Month Three Months Prior toRange Prior Indicative Offer Announcement $8.24 $10.13 Six Months Twelve Months to to PriorPrior Indicative Indicative to Indicative Offer Offer Announcement Announcement Offer Announcement $7.42 $7.00 $10.13 $10.13 $5.09 $10.13 Broker Target Price Undiscounted Broker Estimates (Prior to Indicative Offer Announcement) $8.10 $10.40 Comparable 2013E Adjusted Companies Adjusted P/EP/E (5–11x) (6–12x) $5.17 $5.59 $11.37 $11.18 2014E 2015E Adjusted Adjusted AV P/E /(5-10x) $6.12 $12.23 $5.89 $10.51 2013E 2014E Adjusted Adjusted AV AV // EBITDA EBITDA (3.5–8.0x) (3.0–7.0x) $6.01 $5.71 $11.22 $10.27 2015E Precedent Transactions EBITDA (2.5-6.0x) LTM NTM Adjusted Adjusted P/E P/E (11–17x) (10–16x) (5) $10.25 $10.33 $15.84 $16.53 LTM Adjusted NTM Adjusted AV AV // EBITDA EBITDA (7–9x) (6–8x) (5) $9.48 $9.13 $11.53 $11.41 Premium to Premium to L1M L1M VWAP VWAP for for U.S.–listed Gaming Precedents Chinese (20–30%) Companies$10.92 $11.83 (30–35%) $11.83 $12.29 DCF (Includes Management Value of Alibaba Projections, Stake)WACC, 12.7–14.7% (6) 1–3% PGR $15.71 $19.65 Management Projections 1–3% PGR – Leveraged ILLUSTRATIVE and Management PURPOSESWACC ONLYAssumption, $9.60 $10.3924.0–26.0% WACC, Hypothetical 25–35% Buyout $0 $5 $10Target Notes $15 $20IRR,$25$1.0Bn PF Leverage, 7.0–9.0x 2014 Adjusted AV / EBITDA Exit $10.07 $12.46 1. 2. Accounts for arestock All figuresand based options and restricted stock units (RSUs) using specified treasury method at the Indicative Price 3. 4. EBITDA Prior to EPS indicative areonadjusted Offer management date offor projections share-based November unless otherwise compensation 25, 2013 5. Assumes 6. LTM financials total as of December Alibaba equity 31, 2013 value of based US$120Bn, on management based on projection median provided of broker estimates 13 Morgan Stanley CONFIDENTIAL Project Goliath Comparables As of DecemberAnalysis Trading (US$MM Statistics27, ofh 2013 Selected i Comparable d i ) Companies Trading (US$MM, Statistics except of Selected share Comparable price and ratios) Companies Last PriceClose Trading Market Aggregate AV / Sales (2) Adjusted AV / EBITDA (2) (3) Adjusted P/E (2) (3) Company Goliath 12/27/2013 (pre-announcement) Currency- Value Management(1) Value Case 2013E (3)(4) 2014E 10.13 2015E USD 2013E 2,544 2014E 1,975 2015E 2013E 2014E 5.3x 2015E Goliath (at Primary offerOnline price)Gaming - Management Case (4) 11.75 USD 2,952 2,382 6.2x 5.2x5.1x 3.9x4.3x 9.2x3.2x 8.3x7.7x 6.4x6.9x 10.9x 12.6x 11.4x 9.8x 8.3x 9.6x NetEase China Changyou 78.46 31.59USDUSD 10,266 1,693 Peers 7,120 1,155 4.6x 1.6x 4.0x 1.4x 3.6x 1.2x 9.2x 3.5x 8.0x 3.4x 7.0x 2.8x13.5x 6.8x 12.0x5.4x 6.2x 10.7x Shanda Games NetDragon (5) (6)17.83 4.49 13.90USD USD HKD886 1,216 950462 1,266 722 N.A.0.8x 1.7x 1.6x 1.6x 4.2x 3.6x4.7x 4.6x N.A. 10.1x 4.1x 3.9x 6.5x N.A. 5.7x 5.3x 12.2x 5.0x Perfect Forgame World 3.2x 0.9x 1.8x 0.7x 6.4x3.6x 4.8x3.0x 9.2x10.1x 8.0x 6.5x10.7x Boyaa (7)51.30 China Mobile HKD 844 7.74Games HKD 868 608 and 648 5.6x 2.3x 3.0x 4.2x Entertainment 10.3x 11.1x 15.9x (8)(9) 22.65 USD7.9x 67821.6x 10.8x 16.8x 633 9.9x 8.5x 12.1x 2.8x 1.6x N.A. N.A. N.A. N.M. 18.1x 9.0x Mean: Median:3.9x 3.2x2.7x 2.6x2.1x 1.7x8.0x 6.7x 6.9x 6.4x5.1x 4.8x11.2x 11.2x 11.4x8.5x 9.7xCompany 8.7x Sources Notes Goliath Management Projections, Filings, Broker Research, CapIQ 1. Revenue 2. Fully-diluted and total shares EBITDA outstanding estimates based based on on treasury Thomson stock broker method for consensus; in-the-money EPS are adjustedoptions as disclosed from consensus in latest GAAP EPSfiling based on broker estimates of share-based compensation 3. Based 4. As of November on Goliath’s22,balance 2013, the lastastrading sheet of day prior December 31,to2013E the indicative based onoffer announcement management projection 5. NetDragon’s 6. Assumes Shanda cashGame’s net cash is adjusted position is cash for US$1.09Bn zero due to the payment consideration from of theUS$812MM sale of to the parent, its majority stake inShanda 9191 Interactive, Wireless for and to Baidu the acquisitions US$515MMofspecial the platform-related business dividend announced on October 29, 2013; 2013E multiples are N/A given consensus estimates include consolidated 8. China Estimates results are based from 91 Wireless for 9M 2013; 2014E and 2015E consensus estimates do not include Wireless 9. 14 Mobile Gamesonand Brean Capital estimates Entertainment’s as of December, net income is adjusted13, for2013 share-based compensation, impairment of goodwill and impairment of intangible assets Morgan Stanley CONFIDENTIAL Project Goliath Precedent Precedent Online Gaming Transactions Transactions US$MM N GAAP AV/EBITDA(1)(4) N GAAP P/E(1)(4) P i P i / (Di ) US$MM Non-GAAP AV/EBITDA(1)(4) Non-GAAP P/E(1)(4) Price Premium / (Discount) Date Equity Target Announced Agg %/ 1Acquiror Month 1Value(1) Day 52 Week Value(1) Acquired LTM(2) NTM(3) LTM(2) NTM(3) VWAP 07/29/13 Activision 07/25/13 Shanda Interactive’s / Investor Platform Consortium - Related 15,664 Affiliates 11,899 / Shanda 24.9% Games 6.0x7.9x 812 812(5) 8.9x30.9x 10.5x 100.0% 17.3x26.8% (8.4%) N.A. Prior (11.6%) N.A. High N.A. 9.3x (6) N.A. N.A. N.A. (15.6%) 10/17/11 Shanda 12/02/07 Vivendi Interactive Games / / Chairman Activision 2,396 8,121 1,542 8,121(5) 31.6% 100.0%(7) 8.2x N.A. N.A. N.A. 32.5x N.A. N.A. N.A.23.5% N.A. (23.7%) Mean 7.1x Median 7.1x8.4x 20.7x 8.4x 20.7x19.7x 17.3x9.2% 9.2%5.9% 5.9% (19.6%) (19.6%) Sources Notes Company Filings, News Release, CapIQ 1. 2. Equity value Based on the and aggregate value LTMof the targetprior as oftoannouncement date. Data as disclosed in the deal announcement or calculated based on the latest financials disclosed prior to announcement 3. 4. Activision andlatest EBITDA aggregate and EPS available Shanda Interactive’s are adjusted disclosure NTM estimates for market share-based the announcement based compensation on Thomson consensus estimates 5. 6. Assumes Calculated based onvalue equityequal valuetoover value 2013E given noGAAP projected publicnet disclosure income ondisclosed as net cash in Shanda Game’s conference call and assumes no share-based compensation 7. 15 % Acquired indicates the outstanding shares that were not owned by the Chairman and his affiliates prior to the take-private transaction Morgan Stanley CONFIDENTIAL Project Goliath Precedent Acquisitions Selected Precedent of US-Listed Acquisitions Chinese Chinese of US-listed Companies Companies (1) Initial Offeri Initial (I ) I dOffer A Premium D To ShCompany / ADSPrice E iperVOffer (2) 1M l VWAP 3M D l S VWAP Initial Offer Initial (Incorporation) Offer Ann. Premium DateTo Company Price perVal. Offer (2) 1M 3M Deal Status Harbin (Nevada) Electric Industry Machinery 11-Oct-10 Shares $24.00 / ADS Equity / share $750MM VWAP 35.8% VWAP 35.1% Completed on November 3, 2011 at original offer price Fushi Copperweld Chemspec ChemicalMachinery 11-Nov-10 3-Nov-10 $8.00 / $11.50 ADS / share $440MM $290MM 24.0% 20.9% 24.9% 31.2% Completed Completed on August on15, December 2011 27, 2012 at $9.50 / share (Nevada) China Security & Surveillance Security 28-Jan-11 $6.50 / share $580MM (Delaware) 30.0% 25.9% Completed onatSeptember $8.10 / ADS 14,(Cayman) 2011 at original offer price China Fire & Security Fire equipment 7-Mar-11 $9.00 / share $260MM 53.3% 39.2% Completed on November 4, 2011 at original offer price (Florida) Funtalk (Cayman) Mobile 25-Mar-11 technology $7.10 / share $440MM 31.6% 28.8% Completed on August 22, 2011 at $7.20 / share Shanda (Cayman) Interactive Internet 17-Oct-11 $41.35 / ADS $2,300MM 26.6% 24.5% Completed on February 14, 2012 at original offer price CRIC Internet 28-Oct-11 AsiaInfo-Linkage Software$6.62 / ADS $12.00 20-Jan-12 (2) $1,000MM 39.1% 20.4% / share48.8% $890MM 61.7% Completed on April 39.6% Signed 24, 2012 definitive at $4.48on agreement / ADS May (3) 13,(Cayman) 2013 at original offer price (Delaware) Zhongpin Focus Media Food 27-Mar-12 Media $13.50 13-Aug-12 / share $27.00 $500MM / $350MM ADS $3,700MM 39.0% 37.7% Completed 31.1% on June Completed on 27, May2013 23,at2013 original offer at $27.50 /price ADS(Delaware) (Cayman) 3SBio 7Yongye Pharma 12-Sep-12 Days Hospitality $15.00 26-Sep-12 / ADS 30.2% 25.3% Completed on May 30, 2013 at $ 16.70 / ADS (Cayman) (Nevada) Food 15-Oct-12 $6.60$12.70 / share /$334MM ADS $640MM 45.0%34.5% 63.5%33.7% SignedCompleted on July 5, 2013 definitive agreement on Sepat 23, $13.80 2013/ ADS at $6.69(Cayman) / share Simcere Software 11-Mar-13 $9.56 / ADS $535MM 20.8% 21.4% Signed definitive agreement on Aug 28, 2013 at $9.66 / share (Cayman) Pactera Technology 20-May-13 $7.50 / ADS $654MM 41.9% 22.6% Signed definitive agreement on Oct 17, 2013 at $7.30 / ADS (Cayman) iSoftStone (Cayman) Technology 6-Jun-13 $5.85 / ADS $333MM 28.3% 27.7% On-going discussion Spreadtrum (Cayman) Technology approved Shareholders 21-Jun-13the $28.50 / ADS on transaction $1,625MM Sep 14.1% 41.8% 40.2% Signed definitive agreement July 12, 2013 at $31.00 / ADS 4, 2013 Charm (Cayman) Comm. Media 30-Sep-13 $4.70 / ADS $747MM 13.3% On-going discussion RDA Microelectr. Technology 11-Nov-13 $18.50 / ADS $910MM 40.8% 53.4% Signed definitive agreement on Nov 11, 2013 at $18.5 / ADS with Tsinghua Unigroup (Cayman) Median Median Premium Premium (Cayman-incorp) (Overall) 35.2% 31.6% 30.0% 25.3% Sources Public Filings and Announcements, CapIQ Notes 1. Approximate 2. Announced and ongoing equity or of values successfully initial offercompleted based on going private available publictransactions of US-listed Chinese companies since 2010, with transaction equity value > $ US250MM 3. Initial offer December 22, consists of 2011; price US $1.60 at signing iniscash lower and 0.6announcement than E-House shares perdisclosure price CRIC due to share at E-House E-House share price of $8.36 as of October 27, 2011; revised offer consists of $1.75 in cash and 0.6 E-House shares per CRIC share at E-House share price of $4.55 as of price drop 16 Morgan Stanley CONFIDENTIAL •Project Goliath • Successful Projectionsgames assumeare highly long termscalable, growth totranslating to high be supported margins by long and sustainable life-cycle of existingcash flows introduction of new MMO titles through both self-development and licensing, and diversification into webgames and mobile games franchises, • Howeverd projections Di C h Fl A are highly l i sensitive to successful launch of game titles •Discounted However, projections are highly sensitive to successful launch of game titles Cash Flow Analysis Based on Management Illustrative Projections DCF Value Based on Management Projections US$MM For Fiscal Years Ending December 31, 2013A 2014E Revenue 2015E 2016E 2017E797.9 2018E 2019E 2020E 2021E1,167.4 2022E Terminal % Growth384.5 Adjusted 11.3% EBIT 459.9 19.6% 247.5 614.1 274.5 712.4 33.5% 16.0% 360.7 893.6 12.0% 418.458.7% 1,000.9 12.0% 468.658.7% 1,080.9 12.0% 524.9 58.7% 587.9 8.0% 8.0%1,260.8 634.9 8.0% 2.0% % Margin (-) Tax 64.4% (1) (45.8) &59.7% (50.8) 58.7% 58.7% (66.8) (77.5) (86.8) (97.3) (108.9) 58.7%685.7 (117.7) 58.7% (127.1) 740.5 58.7% (137.2) (+) Depreciation (-) Capex Increase Amortization in Working 10.3 Capital(17.8) 11.5 (20.3)(18.3) 12.8 22.1 (18.8) 14.3 32.5 14.1 15.8 17.2 10.6(19.8) 18.4 11.5 (20.4)19.57.3 12.5 7.0 20.5 7.721.5 (-) (11.4) (-) Non-controlling (12.8) Purchase of Intangible (16.0) Assets (13.1) (6.5)(17.5) (19.3) (6.5) (19.7) (6.5) (6.5) (6.5) (20.4) (6.5) (6.5)(29.2) (6.5) (6.5) (-) Unlevered Free Cash Interest Flow (13.4) (1.7) 153.946.0% 0.5 236.245.6% 317.1 45.7% 327.4 363.7 (22.1) 408.8 (24.9) 459.1 (26.9) 490.5 (31.6) 4,986 530.3 573.9 % Margin Aggregate 40.0% Value 51.4% 3,578 51.6% 45.9% 45.4% 45.4% 45.5% % Terminal Net Cash (2) Value 577 43.7% Equity Value Equity Stake in Alibaba (3) 207 4,362 Value per ADS Sensitivity 17.36 and PGR Sensitivity to WACC and PGR to WACC Value WACC per ADS WACC Implied EBITDA Multiple 17 12.7% 1.0% 18.45 13.2% 17.4413.7% 18.12 17.73 16.82 14.2% 14.7%1.0% 16.24 15.92 15.71 12.7%6.513.2% 6.013.7% 6.2 6.2 5.7 5.814.2% 14.7% 5.5 1.5% PGR 2.0% 17.08 18.82 18.05 16.47 17.36 1.5% PGR 16.73 16.14 6.8 6.5 2.0% 7.26.0 6.8 6.5 6.3 6.0 2.5% 3.0% 19.21 19.65 18.40 18.79 17.67 18.01 17.00 17.30 16.39 16.65 2.5% 3.0% 7.5 8.0 7.2 7.6 6.9 7.2 6.6 6.9 6.3 6.6 Assumptions DCF Run Date Dec-13 WACC PGR 13.7% 2.0% Implied Implied FCF Multiple EBITDA 8.5x 6.5x Multiple Notes 1. Assumes 2. 17 2013E netmanagement projected long-term cash from management projectionstax rate of 18.5% Morgan Stanley CONFIDENTIAL Discounted Cash Flow Analysis Based Projecton Management Goliath Projections and Management WACC Assumption • WACC Managementd bWACC shown for f illustrative i i purposes ionly •• Management WACC used WACC by shown for management illustrative impairmentpurposes forManagement accountingonly Illustrative US$MM DCF Value Based on Projections purposes For Fiscal 2013A Years 2014E Ending 2015E December 2016E 2017E 31, 2018E 2019E 2020E 2021E1,167.4 2022E Terminal Revenue % Growth384.5 11.3% 459.9 19.6%614.1 712.4 33.5% 797.912.0% 16.0% 893.612.0% 1,000.912.0% 1,080.98.0% 8.0%1,260.8 8.0% 2.0% Adjusted % Margin EBIT 64.4% 247.5 59.7%274.5 360.7 58.7% 418.458.7% 58.7% 468.658.7% 524.9 58.7% 587.9 634.9 58.7%685.7 58.7% 740.5 58.7% (-) Tax (1) (+)Increase (45.8) Depreciation (50.8) (66.8) & Amortization (77.5) (86.8) 10.3 22.1 (97.3) 11.5 32.5 12.8 14.1 (108.9) 14.3 10.6 (117.7) 15.8 11.5 17.2 12.5 18.4(127.1) 19.57.3 (137.2) 20.5 (-) (-) Purchase in Capex (11.4) Working Capital (12.8) (16.0) (20.3) (17.8) (18.3) (18.8) (19.3) (19.8)(6.5) (20.4)7.0 (20.4) 7.721.5 (-) of (-) Non-controlling Intangible InterestAssets (13.1) (13.4)236.2 (6.5) (1.7) 317.1 (6.5) 0.5 (17.5) (6.5) (19.7) (6.5) (22.1) (6.5) (24.9) (6.5) (26.9) (6.5) (6.5) (29.2) (31.6) 2,545 Unlevered Free % Margin 40.0% Cash Flow 153.9 327.4 363.7 408.8 51.4% 51.6% 46.0% 45.6% 45.7% 45.9% 45.4% 45.4% 45.5% 459.1 490.5 530.3 573.9 Aggregate % Terminal Value Value 1,719 19.9% Net Cash Equity (2) 577 Stake in Alibaba (3) 207 Equityper Value Value ADS 2,503 9.96 and PGR Sensitivity to WACC and PGR Sensitivity Value per to WACC ADS Implied EBITDA Multiple WACC WACC 24.0%10.22 24.5% 25.0% 25.5% 26.0% 3 24.0% 24.5% 25.0% 25.5% 26.0% 1.0% 1.5% 2.0% 10.05 10.2610.30 9.90 9.93 9.74 10.0910.13 9.78 9.60 9.63 1.0% 3.3 3.4 3.2 1.5% PGR 3.3 3.2 3.1 3.3 3.5 3.0 3.2 3.4 3.1 3.3 3.3 3.2 PGR 2.5% 10.39 10.34 10.21 10.009.96 10.17 10.04 9.849.81 9.699.66 2.5% 3.7 2.0% 3.6 3.6 3.5 3.4 3.4 3.4 3.4 3.3 3.0% WACC Analysis: 9.88 Management 9.72 3.0% Assumptions 3.5 Cost Cost of Equity ofWeighting Capital Debt 6.6%89.8% 28.0% Equity Debt Weighting WACC 25.7% 10.2% Assumptions DCF Run WACC Date Dec-13 25.0% PGR 2.0% Implied FCF Multiple 4.3x 3.3x Implied Notes EBITDA Multiple 1. Assumes 2. Assumes management 2013E nettotal cashAlibaba projected long-term from management tax rate of 18.5% 3. 18 equity valueprojections of US$120Bn, based on median of broker estimates Morgan Stanley CONFIDENTIAL Project Goliath Goliath $120Bn invested Alibaba US$50.4MM in Alibaba valuation represents at $13.50 median / share estimate in September of research 2011 analysts covering Yahoo! E Refer to the appendix i Affili A l ifor more details –Equity ReferAffiliate to the appendix for more details Analysis Adjustment Equity for Equity Investment Stake in Alibaba in Alibaba US$ Assumed Alibaba Valuation ($Bn)in Alibaba ($MM) (1) Implied Alibaba Implied Value of Stake Goliath’s ValueStake (Price perofGoliath Implied 20.0 34 Goliath $0.14 DCF Value $16.67 Inclusive AlibabaADS) Stake (Price per ADS) (2) 29.2 50 40.0 103 $0.20 69 $0.27 $16.74 $16.81 60.0 80.0 138 $0.41 $0.55 $16.95 $17.09 100.0 172 120.0 241 $0.69 207 $0.96 $17.22 $0.82 $17.50 $17.36 140.0 Sources Filings, Goliath Management Projections Notes 1. 2. Assumes Assumes Morgan implied Alibaba calculated Stanley WACCtotal basic shares outstanding of 2,165MM, based on Yahoo! filings as of April 30, 2013, of which Goliath currently owns 3.7MM based on initial investment of US$50.4MM at $13.50 / share of 13.7% 19 CONFIDENTIAL Project Goliath Hypothetical LeveragedProjections Based on Management Buyout Analysis Sources and Uses US$MM Sources US$MM and Uses Sources Cash Available 450 Acquisition Sponsor 1,167 Debt 1,000 Chairman Total SourcesRollover 3,208591 Uses Purchase Equity 2,952 Min. Cash Existing Debt (Transactional) 102 100 Transaction Total Uses 3,208 and Financing Costs 55 Transaction ImpliedAdjusted and Credit Transaction Multiples Multiples 2013E 2014E AdjustedAdjusted P/E AV / EBITDA AV / EBITDA (1)(2)(3) (1)(2)(3) 9.2x 8.3x 2013E 2014E Adjusted P/E (1) (1) 12.6x 11.4x CreditDebt Total Multiples / 2013E Adjusted EBITDA (2) 3.9x 2014E PF DebtAdjusted / Total EBITDA Capital 36%/ Interest Expense (2) 7.8x PF Debt Entry / Equity Price 57% Analysis Sensitivity FY1 IRR AV / Adjusted EBITDA Exit Multiple 6.0x 25.0% 10.606.5x 7.0x 10.97 10.837.5x 8.0x 11.22 11.47 8.5x 11.729.0x 9.5x 11.97 10.0x 12.21 12.46 12.18 12.71 12.41 12.96 27.5% 30.0% 9.99 10.2810.18 11.06 10.4810.36 11.28 10.6910.55 11.51 10.8910.74 11.73 11.1010.92 11.96 11.3011.11 11.5111.30 11.7111.48 11.92 32.5% 35.0% 9.73 9.90 10.07 10.24 10.41 10.58 10.75 10.92 11.09 Key Indicative Assumptions Price: $11.75 per ADS –Transaction 5-year – Consortium date:period holding 31-Dec-13 rolls over exiting pre-LBO at end 24.7%of FY2018 stake Assuming acquisition debt funding of $1.0Bn ––– Pre-tax Amortization Additional ofschedule: costcash debt sweep 0%, of 4.75% with 0%, for 20%, 40%, and 40% amortization over FY2014-2018, respectively acquisition available cash debt ––Transaction Minimum No cash balance withholding tax of $100MM assumed and financing fee: $55MM (4) Assuming Notes management is granted 5% of equity 1. 2. Equity Figuresvalue assuming adjusted exercise ofcompensation all options andandRSUs outstanding using treasury method 3. 4. Includes Company net debtfor maintains share-based based on balance 21.8% of sheet revenue asas minimum amortization of December cash balance of intangibles 31, 2013E based going on management forward projections (post-transaction); minimum cash percentage calculated as minimum cash percentage of 2014E revenue Morgan Stanley 20 CONFIDENTIAL Project Goliath Transaction Matrix Based on Management Projections Transaction Matrix US$MM l h i d Transaction US$MM, to Matrix unless otherwise stated Premium Adjusted P /(2) E/ EBITDA (5) Adjusted AV / AV Revenue (5) Offer Price Current ($)(1) Price 1M VWAP 6M VWAP 3M VWAP Equity Value Agg Value (3) (4) 2013E 2014E 2013E 2014E 2013E Company 2014E 11.27 9.10Metrics Indicative 8.93 8.37 Price: (2)2,831 2,261 $0.93 $1.03 $258 $286 $384 $460 $11.75 $12.25 4% 9% 29% 35% 32% 37% 40% 46% 2,952 2,382 12.6x 11.4x 9.2x 8.3x 6.2x 6.5x 5.2x $12.75 $13.25 13% 18% 40% 46% 43% 48% 52%3,077 3,2032,508 2,63313.1x 13.7x 11.9x 12.3x9.7x 8.8x 10.2x 9.2x 5.5x 9.6x 6.8x 5.7x $13.75 26% $14.25 22% 57% 51% 60%54% 58% 64% 3,329 70% 3,455 2,759 3,580 14.2x 2,885 15.3x 3,011 12.8x 14.8x 13.8x 10.7x 13.3x 11.7x 11.2x 10.5x 10.1x7.2x 7.5x6.0x 6.3x $14.75 31% Sources 62% 65%Projections, Management 76% 3,706 3,136 CapIQ 15.8x 14.3x 12.2x 11.0x 7.8x 8.2x 6.5x 6.8x Notes 1. Current share price as of December 27, 2013 2. VWAPs 3. Includes are Equity value prior to assumes Indicative Offer allonoptions, announcement RSUs, and RSs outstanding using treasury 4. 5. Figures net debt based balance sheet adjusted for share-based compensation as of December 31, 2013E based onmethod; latest projections management shares, options and RSUs balance from management as of October 31, 2013 Morgan 21 Stanley CONFIDENTIAL Project Goliath Appendix Appendix A Morgan Stanley 22 Morgan 22 Stanley CONFIDENTIAL Project Goliath Risk-free Goliath’s rate based weighted calculated on China’scost 10-year Treasury of capital (base case) is 13.7% per CAPM method APPENDIX WACC A l i APPENDIX WACC Analysis: Analysis CAPM Method WACC WACC Calculation Assumption Notes Base Low High Market Risk Premium (MRP) Morgan 6.0% 6.0% Stanley estimated 6.0%(Rf market risk premium Risk-Free Spot rate Rate 10-year ) PBOC Treasury as of 12/27/2013 4.6% 4.6% Predicted 4.6% Beta U.S. Local 1.28 1.28 1.28 Predicted Beta per Barra for Goliath Sensitivity +/- 1.0% Adjustment from base (1.0%) Cost of 1.0% Equity (KE ) Calculated using Adjustments When theRequired: Capital Asset Pricing Model 12.3% 11.3% 13.3% Excess Cash Adjusted Cost Adjustment of Equity (1) 1.8% (KE 1.8% 1.8%15.1% ) 14.1% Is theofCost Cost of Equity Borrowing Reasonable? Yes13.1% Yes Yes Per Morgan Taxtax Rate Stanley GCM 4.5% 4.5% 4.5% (t)based on management LT Post-tax rate CostCapitalization estimates of Debt (KD ) 3.7% 3.7% 3.7% 18.5% 18.5% 18.5% Debt / Total Based on current Weighted Capital Averagecapital (WACC) structure 3.5% 3.5% 3.5% Cost of KE * E/(D+E) Sources Alacra,+Bloomberg, KD * D/(D+E) 13.7% Goliath 12.8% 14.7% Management Projections Note 1. Excess excess assumed nettocash cash adjustment equals cashcalculated be US$100MM interest as difference multiplied per management of implied by total guidance cost cashexcess and less of capital andand operating net cash cash costdebt, of equity. as of 2013YE total Implied equity assumed cost cost to be of capital equals US$477MM calculated cost of as difference equity multiplied of yield by equity on excess value, net cashoperating and aggregate and total equity cost business divided value by aggregate equals aggregate value operating plus business operatingvalue, cash. where yieldcash Operating on Morgan 23 Stanley CONFIDENTIAL Project Goliath APPENDIX Yahoo! Yahoo! Research US$B Research Analyst Commentary on Analyst Commentary on Alibaba Alibaba Group Yahoo! US$Bn Research Analyst Commentary on Alibaba Group Broker Date Value12/9/2013 RBC Methodology 150 / Comments Macquarie BAML 11/19/2013 10/16/2013 135150126 Oppenheimer Piper Jaffray 10/16/2013 10/16/2013 120 Goldman Evercore Sachs 10/15/2013 10/15/2013 112 120 SIG 10/16/2013 JP Morgan 110 10/16/2013 100 Cowen 10/16/2013 UBS 10/15/2013 105 N/A Median Source 120 reports We are Broker EBITDA now ascribing $150B in market value to Alibaba (vs. $110B prior), using a 10X P/S multiple on our approximate $15B in 2015 revenue, a multiple we believe is appropriate given comps and our projections for 35%+ revenue growth in ‘15 and 50%+ Estimatesmargins generally correspondingly value Alibaba anywhere from $100bn to $200bn; within our SOTP model, a $100bn valuation for Alibaba implies a ~$30.50/share value for YHOO. If Alibaba“s valuation rises to $150bn or $200bn, Yahoo“s per-share value We expect based on Alibaba IPOinup moves $28.40/share to ~$37.50 optimism asset or $44.75 and(using see an$135bn upside for Alibaba valuation case at $43/share using a $150bn valuation, and downside support at $29 using $100bn value for Alibaba. Our $37 PO (down from $38 to reflect lower EBITDA for the core business) is Alibaba We are revenue was adjusting our +61% y/y,value assumptions 4%forbelow, the while EBIT valuation Alibaba) increased 130%account y/y, 16%forabove our estimate. As a result, wegrowth are increasing 2013-15 margin assumptions for Alibabaand now billion, value Alibaba at $126 billion basedconsensus on 2014 estimates, vs. $92 billion previously We are Our $120increasing billion our estimated post-IPO value value,the which of Alibaba is based toof on Alibaba $120bn comparable to better (from $105bn) gross based onthemultiple recent 61% reported expansion revenue atunchanged. comps in Q2. likeHowever, Tencent and Our new valuation Baidu is $120 which we believe is largely at this point. Rising gross margins Based on Alibaba’s are giving company more dollars historical growth rates and margin expansion, to invest asprofit and to growth they grow…and most multiples, recent numbers remains still reported produce margin expansion. at Yahoo!’s Given we 3Q earnings, wetrend, this now believe Alibabaour we are raising are conservatively is likely utilizing to price Alibaba its IPO closer to $100 billion, up from the $60 billion we assigned previously. valuation… an implied valuation range of $90B - 110B ($100B at the midpoint) for Alibaba Group in our sum- of-the-parts We have anlalysis raised our Alibabaagreement valuation to $105BN from $65BN previously Yahoo also tax efficient restructured exit for thatits second tranche with Alibaba to sell less of its 24% stake in Alibaba’s IPO…This transaction opens up the possibility of additional value to our Yahoo SOTP through increased exposure to Alibaba’s post-IPO valuation and a possible Morgan 24 Stanley