Good afternoon, everyone, and welcome to our conference call hosted in connection with the announcement this morning of the divestment of our hearing implants business. In just a minute, we'll take you through a brief presentation, and I think you should be able to view the slides directly in the webcast or download them from our website. After this presentation, we'll open up for a Q&A session, and if you wish to ask a question, please press five, star on your telephone keypad to enter the queue. We intend for the call to last around 30 minutes in total, and I kindly ask you to respect that the focus of the call is the announced transaction, whereas we will refrain from commenting.
Line muted.
Just given that we're so close to the scheduled release of the interim management statement on Tuesday, next week. We have four Demant representatives on the call. We're not all in the same location, but it should work. We have President and CEO, Søren Nielsen, Chief Financial Officer, René Schneider, and then the IR team, Peter Pudselykke, and myself, Mathias Holten Møller. I'm now happy to hand it over to you, sir.
Thank you very much, Mathias, and welcome everybody. You can move to the next slide. Yeah, I'm sitting here in Nice where I spent the day today, being part of announcing in more details or going through in more details what we announced this morning, which is that Demant intends to divest its hearing implant business while ensuring a lifelong support for existing patients. It is important to understand that we have evaluated our situation, and we have come to the conclusion that not without disproportional levels of investment and very significant duration in time, it would be possible to achieve the global leader's position. So to say, it would be unrealistic within reasonable time and reasonable investments, and therefore, we have decided to withdraw from the business.
As the business holds significant commitments to existing patients, then we have pursued and entered into a potential future agreement with Cochlear to take over the business. The entire hearing implant business of Demant is expected to be divested to Cochlear Limited, and it comprise both of the CI and the bone anchored product categories. Cochlear, as I'm sure you know, is a global leader, and they hold the capabilities and competences that it takes to service existing patients of Oticon Medical now and in the future, including building future products and processes that can also work with the installed base of implants, which has been key in the decision to pursue a agreement with Cochlear.
The total enterprise value is DKK 850 million on a cash and debt-free basis. Next slide, please. We have delivered a lot since we established the company in 2007 within the bone-anchored product area. We sold the first products in 2009, and those within the bone-anchored field for conductive hearing losses, as well as the cochlear implant for severe hearing losses. We have, with our efforts, added a significant innovation, new products, etc.
Looking ahead, the bar goes up both across R&D, regulatory requirements as well as the expected support, and therefore, again, not without a disproportionately long time or disproportionately high investments, we could see ourselves becoming a global leader, which has always been the ambition for us. Next slide, please. Meaning we then, if we look at Demant after such a transaction, we remain fully committed to our existing strategy. We continue to grow and expand in hearing healthcare, where we have a very strong position across hearing aids, hearing care, and diagnostics. We'll also pursue to continue to grow our communication business, where we see a very strong potential and attractive fundamentals for the business.
In line with our mid to long-term outlook, we will invest both organically and acquisitive in these now four business areas. The share of the business pro forma on 2021, it would be 41% hearing aids, 42% in hearing care, 10% in diagnostic, and 7% in communication. From this point on, René Schneider here will take you through most of the details of the transaction and the, you know, how to handle it financially in our accounts, etc. Over to you, René.
Thank you. Next slide, please. On the transaction details, repeating here that the total enterprise value of DKK 850 million is to be paid in cash, of which DKK 700 million is to be paid at closing, whereas DKK 250 million will be paid within 18 months after the closing. They will add to the group's cash reserve and all things being equal, lower net interest-bearing debt.
In terms of closing, the transaction is expected to close in second half of 2022, and is subject to regulatory approvals and other customary closing conditions. We will also, prior to closing, do customary consultation with relevant works council. Next slide, please. On the financial impact of this transaction. As a consequence of this decision, going forward, hearing implants will be recognized in our accounts as the discontinued operations, meaning that hearing implants will neither be included in the group's EBIT nor in the group's outlook for continuing operations.
Below, on the left-hand side, you will see what that would mean, for example, our profit and loss in 2021, where you will see the group figures, and then you will see the impact from hearing implants being DKK 512 million in sales and an operating loss of DKK 117 million. There you also see what the group would have looked like excluding the hearing implants, thus increasing EBIT by DKK 117 million pro forma in 2021. The impact for 2022 is summarized on the right-hand side.
As we also expected a loss in 2022, the impact of considering implants as discontinued operations would lift our operating profit, EBIT, by DKK 150 million, meaning that the previous EBIT guidance of DKK 3.45 billion-DKK 3.75 billion, to that we add DKK 150 million. Thus, the implied range is now DKK 3.6 billion-DKK 3.9 billion. We will then, below EBIT, have a line with operating profit after tax of discontinued operations. We estimate that line to be negative in the range of DKK 150-DKK 200 million, and that line mostly reflects the previous operating loss in hearing implants.
also one-off items related to the transaction, meaning fair value adjustment of assets and liabilities as well as transaction costs. Important to highlight here also is that there are no changes to the group's medium or long-term outlook as a consequence of this transaction. With this, I think we will move forward to the next slide and Q&A.
Ladies and gentlemen, to ask a question, please press five star on your telephone keypad. To withdraw your question, please press five star again. We will have a brief pause while questions are being registered. The first question comes from line of Veronika Dubajova from Goldman Sachs. Please go ahead. Your line will now be unmuted.
Excellent. Hey, guys, hope you can hear me okay. Thanks for doing the call today. I have three quick questions, I hope. One, just wanted to understand your expectations for antitrust. Appreciate it's not an issue in CI, but obviously in Baha between you and Cochlear. My understanding is you have quite substantial market share, so just curious what you think, whether there are gonna be any restrictions or risks around the antitrust process and how much work has you done on that, ahead of that. My second question is on the liability that you'll carry for any future litigation and potential exposures. Just maybe give us a sense for how large do you think this could be, and whether we should expect a provision that stays on the balance sheet for that.
My last question is the cash that you will receive, should we anticipate that, this drives a higher than previously guided buyback for this year? Or for now just sits on the balance sheet until you decide whether to deploy differently? Thank you.
I think, Andreas, you take all three.
Yes, I will. I will just start from the back, Veronica. Good to hear from you. No, this has no indication for our share buyback program. This, of course, is a net positive to our cash position. As you are well aware, we are also an acquisitive company, so we think this is within just the overall, say, management of cash. On the liability side, we still hold the liability for the product recall in CI. It is important to note that there are no registered, you can say, claims in that regard at all, and thus also no provisions in that regard.
In terms of antitrust, it's important to note that we are considering this transaction in the light of the full implant space.
Meaning that this is not a matter of a bone anchor and a CI transaction. This is a transaction that encompass the entire implant business and should be seen in that light. We have made a diligent effort prior to this, you know, announcement, the transaction, of course, and it is our good assessment that this will be approved.
Understood. Thank you very much. That's very clear.
Thank you. The next question comes from line of Martin Parkhøi from SEB. Please go ahead. Your line will now be unmuted.
Thank you very much. Yes, Martin Parkhøi from SEB. I have two questions. Firstly, Søren, when you bought, I know, like, many years ago, one of the reason was that you were trying to diversify your business better being a true hearing healthcare provider. Now you, of course, expanded this, which means that your diversification plan is a little bit different now. Can you say is one reason are you seeing a stronger hearing aid hearing, you know, aid market, or are you stronger position within hearing care now than you saw nine years ago, so you don't need the same kind of diversification or are you looking for other areas now to look at to diversify your business?
Second question, now you're not competing with Cochlear, does this open up for you to do some kind of a strategic collaboration in other areas of your business with Cochlear?
Thank you very much, Martin. I can at least say that, you know, on one hand, this is not because the situation is different between, you know, ten years ago and now on the other businesses. It is, of course, also true that we have developed very positively in hearing aids and hearing care in that period and staying strong there. There are plenty of growth opportunities. Had the situation around our current position in implants been different, then we would have continued to pursue it. With the point of where we are today, again, the assessment is that I find it within reasonable investments and reasonable time unrealistic to achieve our goal. That's the driver.
Yes, I'm happy that we have a very strong position in diagnostic, in hearing aids, in hearing care, and a solid opportunity on the communication side. Plenty of things to do for the group that all have strong growth perspectives. On your second one, Martin, the future is of course different if you're one day no longer competitors. We still are until this transaction comes through. On the other side, of course, you could imagine various kind of collaborations. We are also a strong player in hearing aids for profound hearing losses and many have co-treatments and so on. Yes, there's good reasons why you could look at opportunities, but there's no current plans. We are still competitors, so that's for the future solutions.
Okay. Thank you very much.
Thank you. The next question comes from the line of Niels Granholm-Leth from Carnegie. Please go ahead. Your line will now be unmuted.
Thank you, and good afternoon. A question on the kind of strategic focus in the Demant Group. Would you say that last year's divestment of FrontRow and this year's divestment of the hearing implant division is a new strategic direction for Demant focusing more on margins and return on invested capital compared with what we have seen historically? Thank you.
Thank you, Niels. I would not call it a new strategic direction, but I would say it's become even more apparent, especially on the hearing healthcare side, that the difference in the businesses', you know, profitability and success rate does definitely come with scale and the position as it had always had. When we today have or when we now have come to the conclusion to do what we do on the implant side, it is driven by, again, that if at all possible, it will take too long and too many investments. That effort and focus and attention and investments can definitely give a better return on investment in other parts of business that I'm also convinced of. We still take good care of all the businesses.
We are investing what it takes, but there's no doubt when you look at a Demant without implants, the profile is different. No doubt.
Would or should we expect the Demant Group to commit more firmly to higher margins in the future, say, through long-term EBIT margin targets or other medium-term financial targets that would point in the direction of higher profitability?
I think, no doubt, we stick to what we have just guided on the softer guidance we have just given on our Capital Markets Day on that, and there are no changes to that. Again, I think the group is with the four businesses well-positioned in each of the businesses to grow the margin and therefore, unless the entire business mix change dramatically, yes, there is also a both chance of and focus on growing the margin of the business.
Great. Just lastly, can you comment about whether you have been doing kind of an open bid process for this business, or has it been an exclusive process with Cochlear from the beginning?
I cannot comment on the detail, but I can repeat that what has been very important for us is to make sure we found a partner that we're willing to commit to the obligation of for many years servicing the installed base. It is very important for Demant that once we have given a promise to users and a commitment to lifelong treatment, that actually becomes a reality. That has been important in the evaluation of various options.
Okay, thank you.
Thank you. The next question comes from the line of Maja Pataki from Kepler Cheuvreux. Please go ahead. Your line will now be unmuted.
Good afternoon. I have one question. You are giving us an indication on the margin impact for 2021, but 2021 was obviously a bit of an odd year, if we think about still some cost savings and then the impact from the product recall in the implant business. Could you maybe give us a rough indication what it was prior to the more turbulent times at Demant? You know, more like 17, 16. I guess it must be probably less than 100 basis points. I'd just like to confirm that.
Hi, Maja. I think we have consistently said in at least recent years that the negative margin impact on Demant on a group level is around 100 basis points. Similar or slightly lower than what you have seen in 2021, but not far from.
Okay.
That's also you can say, in that range, the implied effect for this year.
Okay, perfect. Thank you so much.
Thank you. The next question comes from the line of Oliver Metzger from ODDO BHF. Please go ahead. Your line will now be unmuted.
Okay. Good afternoon. Three questions from my side. The first one is about the deal. The divestment of Cochlear implants alone was it also an alternative for you? Just because I'm thinking that the bone-anchored side has, at least from an distribution perspective, a much closer overlap to audiologists than the hospital-driven Cochlear implant business. Second question is when did your internal process about the divestment start? Was it after your voluntary recall, which acts as a kind of wake-up call that medical devices are more complex than hearing aids? Or when did you start with the evaluation? The last question is more a big picture question. The hearing aid market has evolved. The implant market has also evolved over years.
If you look at the cochlear implant market compared to 2013 as you acquired Neurelec, did you see any fundamental changes which make the hearing aid market to appear more attractive? Or on the other side, which makes the cochlear implant market to appear less attractive from a relative perspective.
Thank you, Oliver. We consider implant business a total business, and I know there are differences through all distinct treatment areas, depending on whether it's a conductive hearing loss or it is a profound and severely profound hearing loss. There is also an element of conversion going on where, you know, there is a lot of effort into more implantation on the bone anchored side as well. We see this as one business. It is the entire business that we evaluated, and we have not considered looking at it as two individual businesses. You know, when does an evaluation start? You always look at your businesses and the outlook and what you believe in.
There is, of course, no doubt that with first COVID and then the voluntary recall and the corrective action, we lost time. The conclusion is relatively new. The evaluation as such, you know, you always do as part of operating your business. The conclusion that it was the right thing for us to discontinue our total implant business is relatively new. It's a new conclusion. The change in implants and hearing aids since 2013, no meaningful and significant differences in the balance between the two. I think both sectors, the bar goes up mostly because of technology, but definitely also on the CI side, what it takes on the customer support side, because many of the customers have limited resources for all the aftercare.
No doubt that the diversity of the business has significantly grown the implant business since then. The fundamentals are basically the same, the same growth perspective. It's the same global business and so on. Fundamentally, it's the same.
Okay. Thank you very much.
Thank you. As there are no further questions at this time, I will hand the word back to the speakers for any closing remarks.
Yes, thanks for that. That was it for today. So thanks very much all for participating, and we look forward to speaking with you again next week. Have a good day. Bye-bye.