Exhibit (c)(iv)
CONFIDENTIAL WORKING DRAFT—FOR DISCUSSION PURPOSES ONLY
Implied Transaction Premiums vs. Stock Trading History
Project Celtic
1
• Analysis divides selected
precedents into quartiles based
on where the target’s stock was
trading relative to its 52-week
trading range, immediately prior
to announcement
precedents into quartiles based
on where the target’s stock was
trading relative to its 52-week
trading range, immediately prior
to announcement
Notes
1. Based on selected deals since 2001; all cash; US targets; minority buy-in value of $25 - $500MM; majority shareholder owned less than 90% of target
2. Final premium statistics exclude Hearst-Argyle transaction, which has not been completed
Minority Buy-in Precedents (1)
Source Public Filings, Press Releases, FactSet
Prior to announcement,
stock price was in bottom
quartile of 52 week
trading range
stock price was in bottom
quartile of 52 week
trading range
Prior to announcement,
stock price was in top
quartile of 52 week
trading range
stock price was in top
quartile of 52 week
trading range
Summary of Implied Transaction Premiums
CONFIDENTIAL WORKING DRAFT—FOR DISCUSSION PURPOSES ONLY
Implied Transaction Premiums vs. Stock Trading History (cont’d)
Project Celtic
2
Note
1. Based on selected deals since 2001; all cash; US targets; minority buy-in value of $25 - $500MM; majority shareholder owned less than 90% of target
Minority Buy-in Precedents (1)
Source Public Filings, Press Releases, FactSet
• Analysis evaluates premiums
paid in precedent transactions
based on where target was
trading relative to its LTM
average trading price and LTM
high trading price at the time a
transaction was announced
paid in precedent transactions
based on where target was
trading relative to its LTM
average trading price and LTM
high trading price at the time a
transaction was announced
Summary of Implied Transaction Premiums
CONFIDENTIAL WORKING DRAFT—FOR DISCUSSION PURPOSES ONLY
Minority Buy-in Precedents (1)
Project Celtic
3
Notes
1. Based on selected deals since 2001; all cash; US targets; minority buy-in value of $25 - $500MM; majority shareholder owned less than 90% of target
2. Ranking based on where target was trading relative to its 52-week trading range immediately prior to announcement
Selected Statistics
CONFIDENTIAL WORKING DRAFT—FOR DISCUSSION PURPOSES ONLY
PF Share Price Sensitivity - Method B
PF Share Price Sensitivity - Method A
Pro Forma KPN Share Price - Method B
Pro Forma KPN Share Price - Method A
Source Wall Street Research, Public Filings
Hypothetical Sale of KPN’s Celtic Stake
Illustrative Pro Forma Value Impact to KPN (1)
Project Celtic
1
Notes
1. Illustrative analysis based on KPN share price of €9.58 and USD / EUR exchange rate of $1.36 as of 5/19/09
2. Current 2009E EBITDA as per Wall Street Research; Current EBITDA under Method B is reduced by Celtic’s 2009E EBITDA
3. Current AV / 2009E EBITDA multiple as of 5/19/09; balance sheet items as of 3/31/09 and also include unfunded pension liability as of 12/31/08
4. Adjustments are removal of €36MM Celtic cash and €16MM Celtic debt, with total KPN sale proceeds of €44MM assuming no tax impact
5. Represents market value of 44% minority ownership of Celtic as of 5/19/09
6. Represents KPN tax credit per Morgan Stanley Equity Research 4/20/09 and investments in associates at 3/31/09 book value (private companies)
7. Under Method B current net debt adjusted to remove €36MM of Celtic cash and €16MM of Celtic debt
8. Includes €34MM current market value of 56% KPN Celtic stake based on 5/19/09 share price of $1.14, which is removed for pro forma purposes
(4)
Current KPN Trading Multiple
Valuation Method A
• Assumes investors consolidate
Celtic and adjust for minority
interest when valuing KPN
Celtic and adjust for minority
interest when valuing KPN
– Sale adjustments include (a)
removing minority interest, (b)
deconsolidating Celtic’s net cash
position and EBITDA and (c)
including the proceeds from
selling Celtic
removing minority interest, (b)
deconsolidating Celtic’s net cash
position and EBITDA and (c)
including the proceeds from
selling Celtic
Valuation Method B
• Assumes investors treat Celtic as
an equity investment when valuing
KPN
an equity investment when valuing
KPN
– Sale adjustments include (a)
removing the value of the equity
investment and (b) adjusting net
debt to reflect the proceeds from
selling Celtic
removing the value of the equity
investment and (b) adjusting net
debt to reflect the proceeds from
selling Celtic
Constant Multiple
Constant Multiple