M&A Announcement

Jul 12, 2021

Good morning. This is the Chorus Call conference operator. Welcome, and thank you for joining the Amplifon special call on the acquisition of Bay Audio. As a reminder, all participants are in listen-only mode. After the presentation, there will be an opportunity to ask questions. Should anyone need assistance during the conference call, they may signal an operator by pressing star and zero on their telephone. At this time, I would like to turn the conference over to Ms. Francesca Rambaudi, Investor Relations Director of Amplifon. Please go ahead, madam. Thank you, Sherry. Good morning to everyone. Welcome to our special conference call on the announcement of the acquisition of Bay Audio. During the next hour or so, Enrico Vita, Amplifon CEO, will provide comments on the transaction. After the presentation, we will be happy to take your questions. First, two logistical comments. Earlier this morning, we issued a press release on the transaction. The presentation, which our CEO will refer to now, is also posted on our website. Second, you should note that some of the statements made during this call may be considered forward-looking statements. Please refer to the disclaimer on slide 2. With that, I now please turn the call over to Enrico Vita. Thank you, Francesca. Good morning to everyone. Thank you for attending this special call with such short notice. Exactly three years after the acquisition of GAES, today we are extremely excited to share with you another major acquisition, which represents a key milestone in Amplifon growth story. The acquisition of Bay Audio, in fact, represents a truly unique opportunity for us, thanks to the perfect fit with our growth model and M&A strategy, will allow us to build another company stronghold in Australia, one of our core markets. Finally, it will create tremendous new opportunities to drive growth and create a significant shareholder value while delivering strong benefits to both Amplifon customers and employees. The deal values Bay Audio at circa EUR 340 million on a debt and cash-free basis and will be fully financed by available cash. In terms of timing, the transaction is currently expected to be completed by the end of this year and is obviously subject to the receipt of the required antitrust clearance and Australian Foreign Investment approval. Let's now move to the next slide number 4, to talk more in detail about the rationale and what really this transaction means for Amplifon. As said, Bay Audio represents a unique strategic fit with our growth model and M&A strategy to consolidate and complement our position in the core Australian market. I'm confident that this acquisition will allow us to build a presence in Australia very similar to the one that we have built over time in other core markets like New Zealand, Spain, Italy, et cetera. The Bay Audio innovative retail model, based on stores located in high traffic, premier and huge multi malls, its highly valued and recognized brand represents the ideal addition to our existing businesses of both Amplifon and Attune brands. All in all, we expect this acquisition to drive significant value creation for all the stakeholders. Let's now move to the slide number 4 to talk a bit more in detail about Bay Audio. Bay Audio, founded in 2007 by Peter and Anya Hutson, is today a leading private independent hearing care retailer in Australia, one of our core markets. Australia, in fact, is the 10th largest worldwide retail market with a high growth potential. I've already mentioned about Bay's innovative retail model, which today counts on over 100 points of sales across the East Coast. On this regard, another very important thing to highlight is that this model allows Bay to attract a much younger customer base compared to the average of the industry. Also, Bay leverages on its highly valued and recognized brand, and similar to Amplifon, on a thorough customer-centric strategy and high-quality service to customers, thanks to its qualified professional workforce made of about 500 people. Moving now to the slide number 5, our final slide of this presentation. Similar to Amplifon, Bay Audio represents a fantastic story of growth. In the last five years, their revenue compounded annual growth rate has been above 20%, despite the impact of the pandemic in 2020 and 2021. In the last financial year, Bay posted revenues slightly above AUD 100 million. Even more significantly, for this financial year, free from the pandemic, are expected to grow by more than 30%. The clearly younger network, almost two-thirds of the point of sales, in fact, are less than 5 years old. The younger customer base and the potential expansion to other Australian territories will also support and accelerate this growth trajectory. Finally, with regards to the synergies, by 2023, we expect to achieve EUR 5 million of annual synergies at EBITDA level. These synergies will come, in general, from larger scale effect on the fixed cost base, but also from marketing with a significant increase in effectiveness and efficiency of the combined marketing activities, and finally, from purchasing efficiencies, both in terms of indirect and direct spend. I will conclude by saying that I'm extremely excited about this acquisition. It will create tremendous new opportunities to drive growth and create significant value to shareholders, and will also create significant new opportunities for all employees and customers alike. With that, I now turn over to Francesca again for the Q&A session. Thanks, Enrico. Before I turn the call to the operator, please kindly limit your question to maximum 2 initially, in order to give everybody the opportunity to ask a question. Now I turn the call over to Sherry in order to open the Q&A session. Thank you, madam. Excuse me, this is the Chorus Call conference operator. We will now begin the question and answer session. Anyone who wishes to ask a question may press star 1 on their touch-tone telephone. To remove your question, please press star 2. Please pick up the receiver when asking questions. Anyone who has a question, must press star 1 at this time. The first question is from Domenico Ghilotti of Equita. Please go ahead, sir. Good morning. Can you hear me well? Morning. Yeah. Okay. My first question is related to the synergies and the positioning. In terms of positioning, if I'm not wrong, the revenues that are generated per store are quite high. If you can share with us the average selling price of the product compared to Amplifon Australia. Just to understand if this is targeting particularly the private market, so not the social market as was the case for NHC. Second, if you can repeat or elaborate a little bit more on the synergies, where do you see the synergies coming from? Okay, thank you, Domenico for the questions. With regards to the first part of the question, yes, well, Attune is a very innovative business model. They today has an average selling price which is higher than what we have been able to achieve with our Amplifon brand. This is also in part due to the fact that they have quite a significant share in the private market, that as you know, has been always a part of our strategy, actually, to grow our share in the private market. We estimate that they as a share in the private market in the region of about 40%, which is higher than, for example, Amplifon, which is in the region of 30%, 35%. This higher average selling price of Bay due to definitely a mix of channels, so more private, and also is due to the fact that they were able to position themselves in the upper part of the market, also targeting a younger customer base. With regards to the second part of the question, and therefore with regards to the synergies, of course, we expect to have some positive benefit on the overall fixed cost base, thanks to the fact that, of course, we will be able to leverage on a larger scale. Also we think that we can definitely put together and share a lot of other initiatives, in particular in terms of marketing, in terms of CRM, et cetera. Finally, as usual, one bucket of synergies will come from procurement, in particular from efficiencies both in the indirect spend and in the direct spend. Okay, thank you. Thank you. The next question is from Veronika Dubajova of Goldman Sachs. Please go ahead, madam. Hi, good morning, and thank you for taking my questions. I have two, please. One, just kind of curious, Enrico, how does this acquisition play into your appetite for further M&A, both in the region, any thoughts on whether you would have capacity even outside of Australia to consummate another larger transaction at this stage, or is that off the table for a little while? My second question is a technical one. I don't know if Gabriele is on the line or maybe Francesca can tackle that, but just curious on the cost of financing and any implications for the tax rate, and depreciation just from a technical perspective. Thank you, guys. Thank you, Veronika. I will answer the first part of the question, and I will also leave the rest to Gabriele that is here with us. In terms of if this acquisition changes our strategy on M&A in the future and our appetite to pursue other acquisitions in the future, I would say absolutely not. Also because even after, of course, this acquisition in terms of leverage, we will be definitely in a very safe position. On this regard, I would like to maybe hand over to Gabriele to give you some numbers. Absolutely. In terms of leverage, at the end of the year, so when the acquisition is going to be completed, we will stay in a very safe position. As you know, our cost is at 2.86, and we plan to be below 2. No issue, and of course, this also keeps in place our appetite for further M&A bolt-on or maybe even higher target. In terms of cost of financing, not a big deal. We had some cash available that we raised last year during the COVID. As you know, our financial headroom was in the range of EUR 800 million. Even after this acquisition, we still have a very significant financial headroom in the range of EUR 150 million. In terms of tax, Australia is working with a tax rate of around 30%, very much aligned with our group tax rate. No major issues on this. In terms of M&A, of course, we will need to perform the Purchase Price Allocation before releasing some numbers, of course. In terms of fixed assets or the depreciation today available, not a big charge. Excellent. Thank you, guys. If I can just squeeze in a quick follow-up, I guess. Geographically, when you think about larger scale M&A, obviously Australia is a great market. What other markets are kind of top of mind for you when you're thinking about M&A, especially on the larger end side? I'll jump back into the queue. Thank you. Yeah. Well, for sure, I think that we have mentioned many times countries like, for sure we will continue to grow in France and Germany. U.S. definitely is one of our main market as well. You have seen our recent second baby in China, another small JV, but another important step for us in order to build a presence in this country. Also China will be definitely in our targets as a market. The next question is a follow-up from Mr. Domenico Ghilotti of Equita. Please go ahead, sir. A few other questions. The first is if you have any fiscal benefit. If I'm not wrong, in your past acquisition in Australia, you were able to have, say, fiscal recognition of your goodwill. I would like to understand if this is the case. Second, if you are seeing integration costs. The third is a follow-up on the, let's say, below EBITDA level. First of all, I'm trying to understand if there is a significant or higher than usual impact from leases being located in high-traffic shopping malls. If you can help us in understanding if there is something different compared to Amplifon, let's say, in terms of the percentage incidence of D&A and leases. Okay. Regarding the fiscal benefit, this is something allowed if you make the acquisition from Italy. Of course, it's sort of a step-up of what you buy. By paying something in the range of 16%, you can have the full benefit at 27%. Last year for Attune, we did. I think we will do also something this year with this acquisition. In terms of amount, it still needs to be defined, of course. We will see also at the end of the year other opportunities for M&A and the target leverage, because of course you have to pay in advance in order to have the benefit in the future five years. In terms of leasing today, the amount is around 7%-8% in terms of ratio of rents to sale. Of course, there can be some scale benefit while revenues will be growing. That's the average leasing we pay, which is not in the end very different compared to some other reality. At the group level, we have around 6%, around EUR 100 million divided by our EUR 1.8 billion-EUR 1.9 billion revenues. Integration cost? Integration cost, not really meaningful. It's a network very complementary to the network that we have. We did an in-depth analysis about potential overlapping of different shops. There are not any overlap. Maybe we can have some retention costs in order to keep the key managers, because they have a specific expertise. At the end, it's going to be something very limited. No restructuring at all. Okay, just to be clear, on top of the 7, 8% of leases, then we should add a small contribution from, say, depreciation of tangible assets. Small depreciation, sorry, from tangible assets? I mean, to get the full D&A impact. Of course. As soon as we will be closing, we have 12 months, but we will start much earlier to make the purchase price allocation. According to the particular price allocation that we will do, we will have some sort of depreciation coming from PPA. Very difficult to tell you a number right now. Now I was referring to excluding the PPA that we will see later on. Excluding PPA, I should add to the leases, also. Yeah. There is some asset because, of course, we put some capitalization on the shops when refreshing, but it's not a particularly high number, no. Okay. Much closer to the average 5%-6% depreciation charge that we have at the group level, of course. Okay. That's very clear. Thank you. The next question is from Niccolò Storer of Kepler. Please go ahead, sir. Yes, good morning. Thanks for taking my question. I just wanted to understand better in what this new company you are to acquire is different from the former NHC in the way it operates its business. Maybe a quick follow-up, you previously mentioned a 30%-35% share for Amplifon in Australian private market. I didn't get the numbers for Bay Audio. Thank you. Yeah. With regards to this second part of the question, yes, Amplifon has a share of private market on the total business in the range of 30%-35%, more towards the 30%, whilst Bay Audio has a share of private market which is above 40%. 40. 4-0. There is a quite a significant difference, and this is also, in part, the reason why they have a higher average selling price than Amplifon. With regards to the first part of the question, why Bay Audio is different from Amplifon and why it is a very good complement to our model of presence in Australia. Bay Audio stores are located in very high traffic and very high-end shopping malls in Australia. Their marketing lead generation mean is spontaneous traffic. People are shopping around the shopping malls and then entering their stores to get a free hearing check and so on. They do not use a lot consumer marketing. They are more towards spontaneous traffic, being their stores located in high traffic, high-end shopping malls. Okay. Thank you. Thank you. That is also the reason why there is a very limited overlap between our network and their network. Actually, there is no overlap, and we do not envisage any closure at all. They are not, for instance, more advanced or, I don't know, having a defined strategy online. Well, their store format is quite innovative. It makes use of digital technologies in a quite extensive way, also in order to perform hearing checks, in order to perform the first screenings, et cetera. Also it is quite a technological advance in terms of model, and this is also the reason why they are able also to attract a younger customer base. We estimate that their customer base is, on average, more than 5 years younger than our customer base. Thank you. Thank you. The next question is from Aisyah Noor of Morgan Stanley. Please go ahead. Great. Thank you for taking my questions. I have two, please. The first is, what was the owner's motivation to sell, given that the business was growing above market and was very profitable? Question number two, it looks from the website that Bay Audio supplies hearing aids for Starkey and Demant. Is it fair to assume these are the largest suppliers for the business? Thanks. Yeah. With regards to the second part of the question, yes, the two major suppliers of Bay are Demant and Starkey. With regards to motivation of the entrepreneur, of course, I can't give you an answer. This is more a question for them. What I can tell you is that definitely there was a process in place. It has been a competitive process, and eventually we won the bid. Great. Thank you. The next question is from Eugenio Vergnano of Mediobanca. Please go ahead. Hi, good morning. Thanks for taking my question. 2 quick ones. First is on the pace of revenue growth from Bay Audio, which seems very strong. Can you provide a ballpark split in terms of which are the key drivers of this growth? Is it new openings? Is it like for like? Have they done any acquisition in the recent past? Both for the past 5 years and for the 30% you expect for this year. The second is, you mentioned before that you don't expect to have any store closures with limited overlap, or if any, very few. Do you expect any antitrust issue? Is there any area where you're getting market share combined, which may be a bit high for antitrust operatives? Thank you. With regards to the first part of the question, their very high growth rate was a combination of organic growth, same-store growth, and also new openings, no acquisitions. With regards to the split between organic growth and the new openings, of course, we can't provide the details, but what I can tell you is that their organic growth was above market average. With regards to antitrust, at this stage, of course, we do not envisage any significant impact from antitrust, but of course, as you know very well, we need to follow all the processes. Of course. Thank you. Thank you. Mr. Rambaudi and gentlemen, there are no questions registered at this time. Okay. Thank you, everybody, for taking part to this last-minute call. This concludes today's call. Thank you again for your interest and attendance, and we kindly ask you, Sherry, to disconnect. Thanks. Thank you. Thank you. Bye. Bye. Bye. Bye. Ladies and gentlemen, thank you for joining. The conference is now over, and you may disconnect your telephones.