Good afternoon. Thanks for joining our call for the presentation of the acquisition of Kiona. We are really excited to present this opportunity, as we believe it represents a key strategic milestone in our growth journey, fully consistent with our strategy of developing digital services, and as we will see, perfectly fits in to complement our system solution. This is indeed a company with unique characteristics and significantly strengthens our position. I'm first starting from page two to present the key highlights of the transaction. We signed yesterday a binding agreement to purchase 82.4% of the share capital of Kiona, with an implied enterprise value of NOK 2.35 billion, or approximately EUR 210 million. Several key shareholders of Kiona decided to reinvest in the company.
The reinvesting shareholders are the founder and CEO, Trond-Øystein Bjørnnes, that we have been personally knowing and admiring for many years, some key employees and two Norwegian early financial investors in Kiona. They decided to maintain a relevant portion of their existing stake. There is approximately 30%, that post-transaction will translate into an approximate 17.6% minority stake. They have a three-year lock-up period, followed by a put-call option scheme. Needless to say, we're very happy about them reinvesting in Kiona, such a significant part of their holding, as a demonstration they share our view on the great opportunities that lie ahead for Kiona together with CAREL.
The acquisition of Kiona is fully consistent with our strategic guideline of investing in digital services, as we are adding a state-of-the-art technology platform, established channel presence, and a great team of 150 people, very skilled in developing and selling these solutions, almost doubling the size of our existing software development talent pool. Kiona is based in Trondheim, Norway, and provides software tools for reducing the environmental footprint of refrigeration installations and commercial, public, and multi-residential buildings through control and optimization of energy usage. It's fast-growing and profitable, being a so-called rule of 40 company, as the sum of recurring revenues growth and EBITDA profitability exceeds 40%. It's a pretty unique company in this space.
Kiona fits perfectly in our strategy of digital services aimed at energy and performance optimization in our reference markets, since it operates in several of our verticals, like industrial and commercial HVAC, as well as refrigeration. Like CAREL, Kiona is perfectly positioned to benefit from several structural tailwinds related to the digitalization of buildings and the pursuit of energy efficiency. Approximately 75% of buildings in Europe are considered not efficient. The drive to make them more sustainable will be strong for decades. The Kiona systems are especially suited to connect and optimize existing buildings with whatever kind of legacy infrastructure is present on site. We do expect that the combination of Kiona with CAREL will boost its growth prospects, thanks to CAREL industry know-how, global presence, and R&D. The value creation potential for both companies is very high.
At closing, the transaction is expected to be entirely funded with a mix of newly committed debt facilities, existing committed credit lines, and cash on balance. Closing is expected within Q3, subject to completion of required regulatory approvals and other customary closing conditions. Moving to page three, we can see a brief summary of the strategic rationale for the acquisition in general terms. With this transaction, we are going to strengthen our position in a number of key strategic dimensions. First of all, we're going to strengthen our technological leadership in solutions for saving energy in our reference markets, thanks to Kiona's cutting-edge technology. We're also very much strengthening our digital services value proposition, considering that Kiona solutions are provided on a software-as-a-service basis. We're strengthening our human capital with a large organization, with proven and focused competencies in software development and sale of digital services.
We believe we are creating one of the strongest talent pools in software and digital services in our field, with massive firepower for technological innovation. We're also going to make Kiona stronger, for example, accelerating its expansion beyond Nordic countries through our global presence, and also through the combination with our unique technological know-how in the industry and our channel presence. On page four, we have some more details on Kiona. As mentioned, it's a pioneering provider of software-as-a-service solutions for energy usage, control, and optimization, with more than 75% of annual recurring revenues expected in 2023. Kiona was formed in 2021 through the combination of five highly synergist companies operating in the same space, and is based in Trondheim, Norway.
On a side note, we've been directly knowing one of the five companies for many years and have always been admiring its technology and digital service provision capabilities. The combination of these five companies really provides a unique value proposition in the industry. The systems are extremely open and focused on making the integration of buildings, even existing ones, very, very easy. The system can easily connect all kinds of legacy installations present in a building, therefore leveraging on the necessity to make the existing stock of real estate in Europe more sustainable. Its solutions use, among other elements, AI, to have self-learning, adaptive algorithms that minimize the energy usage.... With a return of investment that is way more attractive than other actions that can be taken for making buildings more efficient.
The end market served by Kiona are fully consistent with CAREL market, since we're talking about food, retail, commercial, public, and industrial buildings, as well as multi-residential buildings. Kiona is a leader in the Nordics and has 17 offices across eight countries. Its sales are mainly in Norway and Sweden, as we can see on the chart in the bottom right, but there is an ongoing plan to expand in other countries that will be boosted by the combination with CAREL. It has approximately 150 employees. 25% are in R&D proper. The majority is, in any case, involved in software development and provision. Kiona is fast growing and is already very profitable. Since 2023, expected EBITDA margin is in the range of 20%-25%.
Top line growth is expected to accelerate, and profitability is expected to expand, thanks to the scalability of the Software as a Service business model. On page five, we can present some more details on the systems provided by Kiona. There are essentially three main segments: multi-residential buildings, retail and industrial refrigeration, public and commercial buildings. In the first segment, we can see here on the left, Kiona is not targeting individual residential buildings, but owners and managers of multi-residential units. There, its system is based on cloud control and monitoring, integration of existing legacy assets, energy management and optimization with AI algorithms, analytics, and data visualization. In the second segment, which is retail and industrial refrigeration, it provides cloud control and monitoring, system integration, energy management, and data visualization.
Here, in refrigeration, Kiona has direct relationships with end users, to which it provides recurring digital service sales and also 24/7 alarm monitoring and technical support. This solution is fully consistent and actually partly overlapping with the CAREL monitoring solution. Of course, part of the strategy will be to take the best parts of both systems. Furthermore, we will leverage on Kiona's strong capabilities in selling the digital services on a recurring basis, which is demonstrated by the very high market share achieved in the Nordic countries. In the third segment, public and commercial, Kiona aims at buildings with a plurality of legacy HVAC/R technical installations. There, it provides cloud control and monitoring, system integration, energy management, analytics, and data visualization.
Essentially, Kiona has self-learning, adaptive algorithms that provide energy savings in the typical range of 20%-30% in buildings, with a very short return of investment compared to other energy efficiency-related interventions. The simplest solution actually continuously learns and adapts the functioning of plants compared to the external environment in order to consume the minimum possible energy, and starting from there, it's possible to have very deep energy analytics as well as algorithms, easily customizable by the contractor to achieve better integration and performance. In total, there are already approximately 57,000 buildings connected with Kiona systems. Moving to page six, we can have a look at some top line and profitability growth figures for Kiona.
In 2023, expected sales amount to approximately NOK 285 million , or approximately EUR 25.4 million , with a CAGR from 2019 to 2023 expected of approximately 19%. This top line growth is expected to accelerate in the medium term. The vast majority of sales are recurring, with more than 75% annual recurring sales expected in 2023. Expected EBITDA margin in 2023 is in the range of 20%-25% of sales, and thanks to the high scalability of the business model based on software as a service, margin is expected to expand. On page seven, we can commend some examples of synergies that we can leverage to create even more value.
First of all, by joining technical development forces, considering that Kiona has 150 employees with very strong competencies in software development and sales of digital services. By joining the development capabilities of Kiona with the capabilities of CAREL, we achieve a huge firepower in terms of software and digital services development, probably one of the largest in our industry space. Second, we will leverage on CAREL global presence to accelerate the expansion of Kiona outside Northern Europe. Third, as mentioned, we will develop unique technological synergies, leveraging the system software of Kiona, as well as the deep presence of CAREL in HVAC units, and CAREL's uniquely deep know-how in the functioning of the units themselves, where, as you know, we have a pretty high market share, especially in Europe. Fourth, we can explore new applications for Kiona.
For example, in the indoor air quality and ventilation domains, where, as you know, we have been investing significantly in the last few years. Leveraging also our strong presence in sensors and presence in the contracting channel, for example, in the U.S. with Senva, and it's relatively easy for Kiona to develop adjacent solutions for these adjacent spaces. Again, these are just examples. There are definitely more synergies to tap, like in Kiona sales of hardware, for example. In fact, Kiona sells hardware to facilitate the connection of buildings and installations, and for sure, these pieces of hardware can be provided more efficiently by CAREL, achieving cost synergies. On page eight, we also find an indication of how we intend to manage our capital structure. The acquisition of Kiona takes CAREL leverage to slightly above 2x EBITDA based on Q1 net debt....
At a level that we believe is fully sustainable. In order to maintain high flexibility in pursuing future growth opportunities, the board of directors will submit for approval to the general meeting of the shareholders, a proposal for a share capital increase by way of rights offering of up to EUR 200 million, inclusive of any share premium with preemption rights. The founding families and controlling shareholders, Luigi Rossi Luciani, S.A.P.A., and Athena S.p.A., expressed their intention to follow the capital increase for approximately EUR 50 million in total, or approximately 50% of their stake, as a sign of strong support, and at the same time, giving also to new investors the opportunity to enter in the shareholding structure, enlarging the investor base and giving more liquidity to the stock.
The rights issue is expected to be performed indicatively within year end, subject to market conditions and the obtainment of the relevant regulatory authorizations. To summarize, on page nine, we can find the key takeaways. We acquired a pioneering provider of software as a service solutions for energy usage, control, and optimization, with more than 75% recurring revenues expected in 2023, and serving several of the very same end markets that we serve. We expect to have a seamless combination of Kiona solutions with ours, both in terms of digital services as well as by leveraging our strong market share in HVAC/R units and systems, as well as our industry know-how.
We added to our talent pool, a very strong team focused on developing and providing state-of-the-art software and digital services, and together with our team, we believe we have one of the strongest organizations in our industry. The Founder and CEO, as well as several other shareholders of Kiona, are reinvesting in the company a significant portion of their holding as a sign of commitment to the great opportunities we will have and ensuring a full alignment of interests. Even if we can easily sustain this transaction through debt only, we want to maintain the full flexibility of our capital structure for future growth opportunities. Therefore, we're going to propose to current shareholders a share capital increase by way of rights offering.
To conclude, we believe this is a key milestone in our growth story, significantly strengthening our position in digital services, and perfectly complementing our system offering. Thank you so much for your attention. We're now more than happy to answer to your questions regarding the Kiona acquisition.
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 and one on their touchtone telephone. To remove your question, please press star and two. Please pick up the receiver when asking questions. The first question comes from Christian Hinderaker of Goldman Sachs.
Yes, good afternoon, everyone. Thanks for the chance to ask a question. I guess I wanted to start. You mentioned that this is aligned with some of your existing verticals. I just wonder whether it's taking you out a little bit of the niches in air handling, humidification and refrigeration and more towards general building management on a sort of more broad-based application in terms of the Kiona business. Does that not move you more towards the sort of competitive positioning of some of the major industrials in Europe, like Schneider, Belimo, Siemens? Just curious as to who you see as Kiona's key competitors?
Okay, thanks, Christopher, for the question. Actually, starting from the second part, we don't see no direct competitor to Kiona in this moment, because Kiona has a unique value proposition made through its history, but also through the combination of the different solutions they made in 2021. Basically, they can combine monitoring solutions with energy management, with algorithms and optimization. Everything is cloud-based, and everything is designed to be very, very easy to install, basically, making it seamless to install it on whatever kind of legacy infrastructure is present on the building. In a way, it's fully open to existing infrastructure.
Currently, there is, as far as we know, no other directly competing offering on the market. In this respect, we don't believe we are going to compete against the traditional BMS players because they are, again, we are open, whereas they are focused on the sale of their hardware. Their systems are definitely more complex to install compared to the systems of Kiona, which are designed to be very easy to install. Kiona has thousands and thousands of pre-existing frameworks for adapting existing buildings, and this platform is expanding continuously.
This fact that it's so easy to install, makes it very suitable for smaller commercial buildings, whereas the BMS, traditional BMS solutions are more suited to larger buildings, mainly new buildings, and in any case, they're not as open as Kiona, not even remotely to the, let's say, the landscape of existing infrastructure present in buildings. Kiona is uniquely positioned to leverage on the necessity to digitalize and make the existing stock of real estate more efficient. We don't believe we're competing against the BMS players. We're talking about commercial buildings here, it's in our space. We're not moving into the general, let's say, the general space. We're talking about energy efficiency, which is what we do.
The software that runs on the units with our controls, that, as you know, have a very high market share in Europe, they do energy efficiency. By combining them with the Kiona system solution, which is so easy to apply to existing buildings, we believe we definitely have a unique position on the market that will be very, very strong in the future.
Thank you, Francesco. Maybe secondly, just looking at page six on the historicals, it looks like there was 9% revenue growth in 2022, and then 30% growth in 2023. With it, a big uplift in the margin as well, in the sort of forecast for the 2023 period. Just wondering what you see is driving that acceleration is in growth, and whether you think that could be an exceptionally strong year, and whether that might have been factored in therefore, to consideration around the valuation and the 8x revenue multiple paid?
Well, this acceleration is due to the strengthening of the system they made by combining the different companies. Again, now they have, they are well ahead in the process of integrating the different solutions, which are perfectly complementary, because they complement each other. This is that very much giving a unique value proposition, as I was mentioning. The acceleration is due to that, and we don't believe this is an exceptional year. On the contrary, we do expect top line growth to further accelerate in the near future.
Thank you. Finally, maybe one on the rights issue, if I may, and I appreciate the two are linked, but not necessarily directly. Obviously, the intention is to raise up to EUR 200 million. If that proceeds, that's a little bit above the amount that would be required to be paid for this transaction. Does that indicate that there's sort of more M&A in the pipeline? If so, are you able to comment at all in terms of how the pipeline looks with regard to profile and in terms of market positioning and any other dynamics that would be relevant?
Yes, for sure. We still maintain an active pipeline, fully consistent with our traditional guidelines, which are, just to remind, are, complementary solutions, market share expansion, and services, which is the direction where Kiona fits. Yes, we do still have an active pipeline, and this is one of the reasons why we want to maintain a flexible capital structure. The amount is slightly above, also, because, you know, there is a process we have to go through for the rights issue, issuing a prospectus, and so on. In order to really justify the process, we rounded up a little bit, the amount, so to speak.
Right, clear. Thank you.
The next question is from Niccolo Storer of Kepler Cheuvreux.
Good afternoon. Thanks for taking my questions, and thanks for the presentation. The first three questions are really linked, one with the other. Starting from expected growth acceleration, I was wondering if you can, Francesco, spend a number on where should we expect lending to, maybe in the 30% region, 40%, 50%? I don't know whether this growth is the result of synergies with CAREL, or is a growth that would have been reached also by Kiona as a standalone company. So basically I'm asking if here we have also the effect of CAREL integration and synergies in the prospective numbers you have mentioned.
The second related to that is about earnings accretions. When do you think that this deal will become earnings accretive for CAREL? Still linked to this, which kind of mix of cash existing funding and new funding should we imagine for the EUR 170 million you're going to spend on the acquisition? Last question is on clients. Just to understand who are in the end the clients of Kiona. More final users, does it happen also that OEMs are clients? Just a clarification on that. Thank you.
Okay. Thanks, thanks, Niccolo. In terms of more precise figures, we would not disclose them at this stage, also because of regulatory reasons, since we're going through the rights issue. Let's say that we do expect a growth acceleration as well as margin expansion, they would happen even on a standalone basis. Kiona would have definitely a significant growth acceleration and margin expansion standalone. On top of this, we do have the synergies that I briefly touched on, but that are very, very, very significant, I can assure you.
In terms of earnings accretion, again, I cannot give you a precise, very precise reference, but let's say that we do expect this transaction to become EPS accretive, pre-PPA and pre-synergies pretty soon, pretty soon. In terms of customers, then I leave it as the last, the question on the, on the, on the funding. In terms of customers, in refrigeration, the customers of Kiona are both contractors and end users. They're both. Typically, they sell the solution to the end user, but it's installed by a contractor, so the software as a service is invoiced to the end user together with a 24/7 technical support. There is a contractor that also uses the system to provide value-added services.
In buildings, on the other end, it's mainly through contractors and system integrators that basically buy the system, resell the system, and provide value-added services to the end users. The software as a service is sold through the contractors. Kiona has, in this moment, approximately 300 sales partners between system integrators, contractors, installers, which is an extremely strong channel presence and a very scalable business model because it leverages on external partners, and this is one of the reasons of the acceleration and of the margin expansion for the future. In terms of OEMs, no, they don't sell typically directly to the OEMs. We do. That's where definitely several synergies can, especially on the technological front, can be explored. Now I leave it to Niccolo for the question of...
Could you please repeat, Niccolo, the question on the funding?
I was asking, the mix of funding for the EUR 170 million, around EUR 170 million you're going to spend on this acquisition between available cash, existing funding, new funding, new lines to draw on. Thank you.
Yes, we have, in part of this amount is already available in our credit line, and then, we have even another credit line with Mediobanca that we have committed for the full payment of this amount.
Thank you.
The next question is from Gianluca Pediconi of MOMentum Alternative Investments.
Good afternoon, gentlemen, and thank you very much for taking my call. I understand that you cannot disclose additional and more precise figures because of regulators. As far as the several synergies mentioned, that Francesco, you mentioned, is it right to assume that most of them are revenue synergies, so cross-selling, upselling, things like that, or there are also some cost synergies? The first question. The second question is, I have to say that I'm very happy that you will use your paper about the capital inquiries.
I also like the idea that the both families inject capital but are diluted, because that is probably the most efficient way, in my opinion, to both increase liquidity and show the shareholders' commitment. It's a second best, because did you propose, because in my opinion, the first, the best option was an old paper deal. Did you propose this kind of transaction and at the end of the day, you are coming back to this solution because the seller wants to cash in? Or you didn't even consider this, and if so, why? Last but not least, this deal was proposed by some bankers, or it was just your direct relationship with the managers or the founders of the company? Thank you.
Okay. Thanks, thanks, Gianluca. Starting from the first question, in terms of synergies, yes, of course, we do expect, a number of synergies that I mentioned. In terms of cost synergies, the very first one, very simple, is, maybe I briefly mentioned that, is, hardware cost synergies, because Kiona has limited sales of, hardware, as routers, basically to connect, the installations, and of course, we can provide these pieces of hardware very easily and much more efficiently compared to now. This is the very first one, and relatively easy. Other cost synergies are indirect, if you want, more strategic and indirect, meaning that by combining Kiona, we, I mean, we get, a massive and huge, talent pool of, software developers.
Should we hire, I mean, organically, all these talent developers with this level of experience, it would have been a really long and expensive process. In this way, I mean, we have a very fast and sustainable way to scale up our R&D capability with a business which is already very strong in cash generation and providing, of course, very high operating leverage. There is, in a way, an indirect cost synergy here.
Talking about the paper acquisition, we actually prefer that the current, let's say, the current minority shareholders of Kiona remain invested in Kiona itself because we want them to stay close to the business and to have a full alignment of interest with the development of this business, and not having them, let's say, to some extent, diluted in a larger group that makes also other things. We want them to stay really, really focused and close to this business. In terms of the deal, I thank you for this question because this is very, very interesting.
In my opinion, I mean, we are very happy about this transaction because, I mean, we are very happy just for the fact that we did it, because this is really a unique company in this space, and we managed to do this. One of the reasons is that we have been knowing the CEO and Founder, and also, which was the Founder of one of the, of the, of the companies that, basically that, the first company in the Kiona platform, for many, many years. We've been knowing each other personally. Our teams have been knowing them, they have been knowing us, and we have been having a lot of respect together.
We've been talking each other. This is actually the result of a relationship that has been lasting for many years. The idea for this started from us. Of course, we've been helped by advisors, but the idea started from us, and it's not new. It's something that roots back to many years ago, and to a very good personal relationship that we have with several people of Kiona.
Francesco, may I have a follow-up question, because this is very important for me. You do not see any risk of a cultural clash between CAREL and Kiona? You know them pretty well, you know their culture, you know their mission, you do not expect. I mean, usually, when there is a Scandi company merging into an Italian, it's not very easy. You are relaxed on this point, in term of integrating people and culture and different cultures, in term managerial culture, strategic culture, I mean.
Yes, I see, I see, I see your point, Gianluca. First of all, let's say that we now have quite some experience in integrating different cultures, because as you know, we made acquisitions all over the world, and all of them has been, have been, pretty, let's say, successful in terms also of cultural integration. In this case, specifically, I mean, you're right. I mean, we don't see any significant risk of cultural clash, because we know very well the team. We have a very good cultural fit. We share the same values, we share the same approach. All the discussions that led to these transactions were very smooth, I have to say.
We had, of course, as you can imagine, we have a deep business due diligence before doing this, and everything went very smoothly, and we definitely have a very, very good cultural fit. We're also very happy about this, and this makes us, of course, very confident on the success of this.
Very, very last follow-up, and sorry to my colleagues. U.K., that was the preferred capital structure. I understand the reason, but there is a put and call. As you expect, a dramatic acceleration in both revenues and profitability, this put and call can be materially more expensive than the current valuation, or there are also kind of top and cap and floor to the value of this put and call?
Yeah, the put and call is based on a multiple of revenues, but with significant targets and thresholds in terms of profitability. We are catching both fronts. We're catching the revenues, the revenues acceleration, and with very, let's say, pretty strict targets on profitability, because, of course, this is important for us, because we see this business model as accretive to our profitability. This is important for us. The valuation, of course, can increase if the results are good, but, I mean, we would be happy in that case.
Thank you very much. Congrats again.
Thank you.
The next question is from Alessandro Tortora of Mediobanca.
Yes, I, good afternoon to everybody. I have four follow-up, okay, if I may. The first one, Francesco, if you can come back a little bit on the products of Kiona. Considering the offer, I see four products, and I would like to understand how the platform works, if there is like a main solution, then basically the other following the adoption of the first one. Let's say, just as an idea of the level of... to cross-selling among the four products. Together with these, is it, the offer, this platform already completed, or you see getting together with Kiona, the possibility to add more applications? That's my first question, Francesco.
Okay. Okay, Alessandro. You're right. They have four products. They are IWMAC, Edge, Energinet, and Web Port. The two core platforms, I would say, are IWMAC and Edge. IWMAC is aimed at commercial buildings and refrigeration, while Edge is aimed at multi-residential buildings. These two solutions are the basic ones for these two sets of applications. They do provide monitoring, performance optimization. In the case of refrigeration, there's also a 24/7 technical support. Edge, in particular, they have AI algorithms to optimize the energy consumption of multi-residential buildings. The two additional products, Web Port and Energinet, they are basically add-ons that can be added on these two basic platforms to perform additional functions.
Energinet is focused on energy monitoring, it can do deep analytics on energy monitoring on both products, IWMAC and Edge. Whereas Web Port is, it's the tool that allows to perform a more sophisticated functions compared to the basic ones that IWMAC and Edge do. IWMAC and Edge are extremely easy to install, and they can provide, especially Edge, can provide very, very good, again, in the range of 20%-30% energy consumption savings for buildings just with the basic function. With Web Port, you can perform additional, you can add additional functions, more sophisticated, and the system integrator can basically provide value added to the installation.
In principle, these applications can be used also for other things, maybe with just some minor developments. I was mentioning, because that's, of course, the first thing that comes to mind, looking at where we have been investing lately, is indoor quality and ventilation. indoor quality, especially, you know, we have been creating a wide platform of products with sensors, heat exchangers, the controls themselves. I believe it's relatively easy from a development standpoint to add this to these solutions of Kiona and expand into this adjacent sector where we have a strong presence and where we are growing very fast.
This is just the first example that comes to mind, these systems can be really, especially, some part of the system is so powerful and flexible, that can be very easily adapted to other adjacent applications. Of course, again, we stick to what we can do. We stick to our verticals, to where we're present, to where we have the know-how. We don't want to go into some, let's say, exotic applications. Since also our portfolio of applications is expanding, where we go, where we know what we can do, we can definitely leverage on the Kiona platform, as well.
Okay. Okay, thanks, Francesco, for the detailed answer. Then, follow up on the last point you touched, is it for instance, as application data center, humidification, also potential area for Kiona? Could be correct or not? Just to understand.
Well, yes, for humidification, my answer is that's, the, that is definitely yes. It's part actually of our solution of for ventilation and indoor quality, so yes. Humidification, I would see that as easy. Data center
Mm-hmm.
We need, further exploration, because that's a more complex kind of field, so we would need, further exploration, so it's too early to answer to that one. For humidification, absolutely, yes.
Thanks, Francesco. The last question from my side, you mentioned in the presentation the profitability, you know, let's say the margin for expected for this year between 20%-25%. Can you give us an idea of the gross margin of Kiona? Is it fair to say that could be 75%-80% for a software company?
Yeah, it's about 80%, the gross margin.
Okay.
Above 80%, yes.
Okay. Okay, thanks, Francesco. Grazie.
Grazie.
The next question is a follow-up from Niccolo Storer of Kepler Cheuvreux .
Yeah, thank you. Two questions. The first one is a clarification on your slide number six, where you show the growth of Kiona over the past three years. Basically, is it right to say that the revenues of 2021 were already the sum of the five companies which created the company that it is today, so Kiona, or is still a sort of partial revenues to which we have had additions in the next years. The second question is related to the capital increase which you announced. Basically, you are going for kind of fully-fledged capital increase.
Why did you decide to follow this way instead of simpler book building, considering the size you're targeting? Thank you.
Okay. Thanks, Niccolo. Yes, the figures on page six, they basically are the pro forma aggregation of all the, of all the five companies. Yes, they are the perimeter is the same, basically. Concerning the capital increase, well, we decided to go for a right issue because we believe that the best approach, especially for existing shareholders, to give them, all of them, I mean, the opportunity to join in this opportunity if they want, without any, I mean, any, anything on the contrary, to the contrary. We just wanted to be fair, so every existing shareholder can participate proportionally. We believe this is the best approach for our shareholders.
While an ABD would have been slightly more tricky in this respect, even if, I mean, from our standpoint, maybe easier, but the rights issue is, in our opinion, more transparent for existing shareholders. Of course, again, our target is also to increase the liquidity on the stock.
Okay, perfect. Thank you.
The next question is from Emilie da Silva of Eiffel.
Hi. I have a follow-up question on the customers, Kiona's customers. Could you tell us if the customer base is concentrated? Do you see any risk linked to the current real estate and building market in the Nordics? This is the first question. The second one is, could you share some history about the company with us? Because the company seems to be quite young. You mentioned 2021, but we understand that this is more a build-up story. Could you maybe share with us the rationale of this history? My last question, about synergies. I just wanted to better understand, do you consider to improve your own product with Kiona's technology to launch new project, for example, or does it replace any software you have already embedded in your product? Just, yeah, could you maybe elaborate a little bit more about the technological synergies and maybe the impact on the products you have? Thank you very much.
Okay. Thanks for the question. In terms of customers, no, the customer base is pretty fragmented because the top 20 customers account for approximately 40% of sales. There are actually thousands of customers, so it's very fragmented. They're still in the Nordics because their international expansion started relatively recently. That's why they're still very much concentrated in the Nordics. However, the expansion is ongoing, it's by the way, proving pretty successful and will accelerate also through our global presence. In terms of the history of the company, of course, the company we have been knowing for much longer was IMARK, the former IMARK, which is the company making one of the two core systems.
The other companies, company, especially the company that makes Edge, is a company very successful in providing energy optimization systems for multi-residential buildings because they have quite a significant market share, so it's not a company coming out of the blue. They decided to create this strategy because in this way, again, they have a unique value proposition because there is no other company on the market, as far as we know, that has this, let's say, complementary set of tools. That of course, we deeply examined, and we believe that all of them are extremely instrumental in the value, in the completeness of the offering of Kiona.
Otherwise, having just one of the different pieces, the system would be, let's say, weaker and less easy also to defend from competition. In terms of technological synergies, okay, we have to distinguish between especially food retail, where we are already present, and buildings. In food retail, the technological basically, in food retail, our system is we do have the analytics for the food retailers, but we're also present in the thermodynamics of the equipment. Kiona is more on the monitoring, and optimization and technical support. We are partly overlapping, partly complementary. What we will do, we will take the best parts of the two systems and the two offerings and eventually create one offering.
Plus, of course, we will acquire a significant market share in the Nordics of end users already using the Kiona solution. In buildings, but that applies also to refrigeration. Basically, Kiona provides the system solution for energy optimization. We provide the unit solution for energy optimization, because we're in the units, they are, let's say, at the system level. Again, please remember, we're not competing with the traditional BMS players, because we're talking here about smaller commercial buildings with an existing legacy infrastructure that have to be renovated. That's the main target. Kiona also does new buildings, but the main target is where the huge market is, which is the renovation of existing commercial buildings with legacy infrastructures.
There, in any case, we have a high market share in Europe, sometimes even higher than 50% on some kinds of units. There, our control system can, let's say, we can develop technological solutions that complement the solution of Kiona to basically enhance the performance optimization and the energy saving, because we are perfectly complementary there. We're on the units, they are at the energy management system of the entire installation, and we can complement together and develop technological synergies. It's like, it's in a way, it's similar to what we do every time we acquire complementary technology. Every complementary technology we acquire, it was the basis for some technological developments coming from the integration of the system. It's the very same here. Even more, I would say, because of how powerful the potential for technological development, is in the software space.
Thank you very much. The next question is a follow-up from Christian Hinderaker of Goldman Sachs.
Yes, thank you for the answer. Just for the chance to ask a follow-up. I've got two, if I may, I'll take them in turn. Just firstly, if I've understood correctly, Kiona's currently installed on 57,000 buildings. I just wonder if you could help us scale that, in relation to your business and how many buildings contain CAREL content today, be that hardware or services?
Yeah. Yeah, Christian, thanks for the question. Yeah, it's very difficult to say, but for sure, we are in the range of many millions of buildings. Because, I mean, we sell, we sell millions of controllers every year, and a significant share of those are in Europe, so we are in millions of buildings. Kiona's, Kiona is in 57, so, yeah, they're present in a tiny fraction of what, where we are present. Again, the potential for expansion is very high. Again, the target of the EU is mainly to renovate existing buildings, which is Kiona is particularly strong at.
Okay, thank you. I guess it takes me on to my second part of this question, which is if you've got a EUR 25 million forecast revenue for Kiona in 2023, you divide that by the 57,000 buildings, you get around EUR 439 per building per year in revenue. That's EUR 36.50 per month. Seems to me that's potentially a fairly compelling cost to an end customer in terms of their ability to reduce energy consumption at 20%-30% of their overall energy use. I guess for you, in terms of your revenue opportunity, you know, clearly, Should we think of that sort of similar math? In other words, around EUR 439 per building, and then, you know, if you're able to expand that offering across your existing customer base as incremental revenue, you know, that could be quite meaningful for you.
That's a very good point, Christian. Yes, let's say that the order of magnitude of your back of the envelope calculation is more or less correct. In fact, the very proposition of Kiona is extremely compelling because the especially compared to other alternative solutions to make buildings more efficient. Like, of course, there are physical interventions you can do, for example, with surface insulation of buildings, which is much more expensive, but the energy saving potential is comparable. Not to mention, I mean, even the traditional BMS solutions, which are way more expensive. It's a compelling proposition. That's why it's so interesting and so successful and why we do expect it to scale up so fast.
Very good. Thank you.
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Okay. Thank you so much for your attention and for your very interesting questions. We look forward to speaking to you again on the 3rd of [audio distortion] 20 23 results. Thank you so much.