Hi, and welcome to this Matas investor call. For the first part of this call, all participants will be in a listen-only mode. Afterwards, there'll be a question-and-answer session. To ask a question, please press five star on your telephone keypad. This call is being recorded. I now turn the call over to speakers. Please begin.
Thank you very much, operator. Welcome everyone to a call covering the acquisition of KICKS Group that we have announced today. This is obviously a very big day for us at Matas. It is a transformational deal. It is a deal that is ultimately about being able to serve our customers better, both in Matas, in KICKS, in Skincity, by becoming a bigger and stronger company and becoming more competitive. That's what it's ultimately about. We will cover all the long-term aspects of this deal on a Capital Markets Day in due time, once we've really gotten to know the company from the inside. Today, we will focus mainly on why we think this is a value-creating deal for shareholders in the near term. Welcome to this call.
I'm joined by my good colleague, Per, CFO, and we will take you through the highlights of the deal and some specifics on the numbers. We have signed the deal today. We are creating the Nordic market leader in the upper end of the beauty and wellbeing market with this acquisition. We have paid an equity purchase price of almost DKK 700 million. The valuation on an enterprise value to EBITDA level is 4.7x, excluding synergies and standalone improvements. We make a hard commitment today to deliver DKK 140 million in standalone improvements and synergies. This deal is fully debt-financed.
We will keep it within our gearing within the existing range. The deal is expected to close in Q3 of the calendar year. What is this combination? This is a deal of two complementary companies that have a lot in common. We are not identical, but we have a lot in common, and of course, this is about gaining a Nordic footprint and getting access to a much bigger market with a business model and a company that we know quite well and that we know how to run. They are KICKS, as we are, a conventional retail company in the beauty sector, a specialist within beauty, that has been through a digital transformation, putting them in a position where around one-third of their revenues come from digital.
They are, like us, big believers in the omni-channel concept, having both online and stores. They have a 3.3 million membership base in their KICKS Club. We have also found, we have followed this company for many years and have had conversations and shared ideas with this company for many years, and we find that there is a very strong fit in terms of values and culture and how we believe in running the business. An incredibly passionate organization, a very capable organization. For the deal itself, we believe that it is a value-accretive deal for shareholders. We believe that there is a very clear synergy potential in merging and joining these two companies.
It will put us in a position as number 1 in Denmark, number 1 in Sweden in the high end, number 1 in Norway in the high end of the market, and a contender in Finland. A bit more about KICKS. KICKS is a group consisting of two banners, two main banners, KICKS and Skincity. They offer a beauty concept that covers makeup, fragrance, professional skincare, haircare, more focused towards the higher end of the market compared to Matas. They have 226 stores across the Nordics, with the majority being in Sweden, and the concepts are adapted to their local location, so quite big flagship stores somewhere and small local stores elsewhere, so really adapted to the local market.
They are a DKK 1 billion Danish krona online player offering e-commerce online sales through kicks.se, NO, and FI, and they run Skincity as an online-only proposition as well. Like us, they believe in the value of people, the value of offering advice, and the value of offering an assortment that is unique and goes beyond what other players can offer. Skincity, a word about that, is actually started out as a skin clinic, physical skin clinic, but turned into one of the great online journeys in Sweden, expanded into Norway. They are a specialist offering selective brands coupled with advice to customers and have recently been integrated into KICKS.
I will come back to that. KICKS is opening a 1 warehouse, all channels, warehouse just outside of Stockholm. It is nearly fully invested by the seller. It will open in Q3 of the calendar year. It doesn't change anything about our own plans to build the Matas logistic center. When it comes to assortment, Matas has around 60,000 SKUs, KICKS Group has around 25,000 SKUs, and there is a quite big overlap in assortment. They focus, as I said, within makeup, face, fragrance, body, hair, and other. We have in Matas a broader assortment and aimed more at the mass and mass premium market, whereas KICKS is a more upmarket concept.
They have 3.3 million members. This is, of course, absolutely central to the deal and a key asset to acquire 3.3 million customer relationships, and running a business based on having a club, something that we have been practicing and leveraging for years and years. That is really a key asset in this transaction. When it comes to their brand portfolio, they trade a lot of international brands. There is a big overlap with the brands that they retail in their formats and what we retail in Matas. They are also local and have local heroes in their brand assortment.
Skincity being exclusively focused on skincare and brands with very selective distribution, and KICKS having both a selective, exclusive, and a semi-selective distribution brands in their portfolio. Our KICKS Group is already now executing and have been executing. One is the integration of Skincity, which used to be run as a completely separate business, a completely separate location away from the KICKS business. They bought Skincity into the KICKS Group and formed the KICKS Group in the fall of last year and made a integration whereby they keep all customer-facing activities, and they integrate the entire backbone, IT systems, people, all that you can integrate to keep delivering the same value proposition to customers, but taking out significant cost in the process. That integration is well underway.
It has already migrated technically, and a lot of changes have been made, and we're big believers in that transformation. The other big part is the new warehouse, and this is a case that is very similar to the case that we have been looking at for Matas. It is the establishment of an automated warehouse outside of Stockholm. KICKS coming from a different logistics setup than Matas, namely that they have been doing cross-docking and a lot more complicated house, which is much more efficient, and they go to an automated warehouse. The land and the building is leased. KICKS has already invested in the automation. We take over that project. We are big believers, as you know, in those kinds of projects. The combination of the business, what's happening with the combination?
We're bringing DKK 4.5 billion to the table. They are bringing DKK 3.1 billion to the table in terms of revenue. We bring DKK 810 million on EBITDA level. They bring DKK 305 million to the table. We have an EBITDA margin of 18%, they have one of 10%. Of course, that is our main focus to make sure that this transaction is improving their profitability. It is a major driver for them to say that we need to be part of a different structure to be able to improve our profitability structurally. Almost 2 million club members with Matas, more than 3 million club members with KICKS, 2,100 employees with us, 1,700 with them. This is the.
These are the highlights of our strategy. This we will return to in much more detail on the Capital Markets Day. We believe that this changes, in many ways, Matas as a case and as a business. It positions us as the leading player in one stroke in the Nordic market, a much bigger market with much more headroom to grow for us. It position us to go for long-term organic growth, but also inorganic opportunities could arise.
We have learned over the last few years, and so has KICKS, that the business model we have, the integrated business model of having both online and offline, having our own brands as well as third-party brands, having retail media and retail together, that combination, when you are a market leader, can yield a business with superior profitability and cash generation. Finally, we know the teams well. We have had very good access to management in this process, and we believe that we are good management teams here at Matas, joining with the strong management and very strong people within the KICKS Group. They have, like we have, been through a digital transformation in rapid pace, and we have been following them almost neck to neck.
How do we intend to deliver value long term? We think there is potential for market share gains. We're not expecting a lot of market tailwind right now, but we do believe that there are significant opportunities for market share gains over the long cycle. We will, of course, use this opportunity to expand assortment, go into categories, and bring some of our own brands, and get more leverage on our portfolio of own brands. We will use the scale that we have to deliver more value to our suppliers. We will be the most important customer for most of our suppliers. Of course, this is an opportunity for us to look at how can we add more value, and make sure that we, at the same time, have the best terms.
we can do a lot of different things customer-facing, but there are a lot of things we can do together as a group and share as a group in terms of functions where we can take out the cost synergies over the long run. And then finally, while we're not, you know, using the same warehouse, we do believe that our logistics assets and our IT assets, in particular, we can leverage those across countries and across channels in the long term. But let's return to the short term, because that is really where we are focused right now. We have made an in-depth study on what we could do together with the KICKS Group.
We've had very good access to data, and as I said, very good access to the management team, and we have identified eight value creation levers, eight areas where we believe improvements can be made, and profitability improvements, in particular, can be made. We have committed to a number of DKK 100 million EBITDA synergies arising almost exclusively from cost synergies. In that number is not factored in the rest of this deal. These are hard synergies, costs, cost synergies that we can point to. The eight areas are assortment broadening, using and leveraging our omni-channel model, applying commercial excellence, pricing excellence, and promotion excellence, working with the loyalty program together, taking best practice from them, best practice from us.
Then, of course, sourcing, we can do much more efficiently, shared services across the group, retail media, which is something we have been working on a lot in Matas, and we see a lot of opportunities in KICKS Group to build the retail media proposition. Finally, of course, our logistics and IT, we do believe that not in the short term, but in the long term, there are opportunities in those areas as well. The DKK 100 million, we commit to phasing that in by the financial year 2025, 2026. I will hand over to Per to cover the financials and the terms of the deal.
Thank you, Claus. Yes, I will take you through some of the details of the financials, but also the deal as such. Let's just start with the consolidated group, as we put KICKS and Matas together. As you see from also the announcement, these are pro forma numbers, and what we actually mean by that is that we have now included as a financial numbers for KICKS 2022, 2023, based upon them owning KICKS for the full period, and then putting that together with the KICKS business. That's basically what we're doing from a pro forma perspective.
There's a few elements that we are not including, as they have been carved out of the deal, like Skincity U.K., which was a former business, which is now being closed down. All in all, this generate, as Greg has already alluded to, a business above DKK 7.5 billion, with an EBITDA of DKK 1.1 billion. EBITDA margin of 15%, which is a combination of the two businesses, as already alluded to. From an EBIT perspective, almost DKK 500 million and an EBITDA margin of 6%. If we look at the business, had it been part of the Matas group in the past, we would have been looking at a growth year-on-year of 5% for the financial year 2022, 2023.
Let me take you into some more details in terms of the overall deal and the way to closing of KICKS Group. The deal is fully debt-financed, I'll come back to some more details on that. Of course, the transactions as already mentioned, it includes the full operation in Sweden, Norway, and Finland, thereby we'll be covering the full Nordic. We have paid SEK 1.1 billion in equity, which is equivalent to just below DKK 700 million.
When we look at the enterprise value, we look at a slightly above SEK 2 billion or DKK 1.3 billion, and that includes actually DKK 900 million or DKK 960 million of lease debt in the Swedish business, just applying the IFRS 16 principles. What does that mean from a multiple perspective? When we look at our multiples on this deal, it's 4.7x the EBITDA to enterprise value, and this is before any synergies or any standalone improvements.
We have also included the number as 4.1, which is the multiple when we include the standalone improvement, as Greg just went through, which is basically the Skincity integration, which has already taken place, and it is the supply chain transformation, which is about to take place as we speak. When we take those into account, we're looking at a pro forma enterprise value to EBITDA of 4 x. From a financial perspective, we are, as Greg just went through, we are looking at DKK 40 million of the standalone improvements on Skincity and the supply chain, and a minimum of the DKK 100 million improvement from the synergies in 2025-2026.
In addition to all that, and putting the two companies together, there will be integration costs, and we have estimated that in the range of DKK 100 million, and that will majority be in the first financial year that you will see those costs. This will, of course, be treated as a one-off cost special item, but you will see more of that once we come back at the Capital Market days in terms of the full outline of our plans. In terms of EPS, we will already see EPS accretion by 2024-2025, and when we get to 2025-2026, we will be looking at a double-digit accretion.
Closing of the deal, we expect that to happen in Q3, so not a long period for closing, as the transaction is not subject to any regulatory approvals. And with that, I just want to get back to the financing of the deal. On the left side, you will see the standalone debt from KICKS and Matas, which is roughly DKK 2.3 billion, of which DKK 1.2 billion, DKK 1.3 billion is debt coming from the IFRS 16, you know, basically accounting for the leases.
When we then add the acquisition, a debt, which is basically the acquisition plus acquisition cost, we get to a total debt around DKK 3.1 billion, which is within the range of Matas' guidance on debt between DKK 2 billion and DKK 3 billion, in the upper end, of course. When we then look at the deleveraging that will take place over the next couple of years, two to three years, and we will see a deleveraging to the lower end of the range by 2025, 2026. With that, also, we've basically maintained our capital allocation policy, which will basically continue to be, you know, either dividend or share buyback at at least 20% of our adjusted profit after tax.
In terms of the debt suppliers, we have been able to keep the existing facilities we have in place of roughly DKK 2 billion without any change of terms, and they run for another three years until August 2026. We have, together with the club, you know, put together a bridge loan of DKK 500 million, which will make sure that we get through the transaction, and that will then be converted into a club deal post post-closing. With that, I think hand over to you, Gregers, to talk about, you know, what's going to happen from now on.
Yes. Thank you, Per. What's happening now, we are signing today. We have our AGM this afternoon. On August 16th, we will be announcing our Q1 interim report for Matas. We expect closing in Q3 of the calendar year, and then we will host a capital market stay in due time, once we really have gotten to know KICKS from the inside and have full clarity on our longer-term plans and ambitions, and that's also when we will announce long-term financial ambitions. Those are the next steps.
Finishing off, we think this is exactly the right deal for Matas to create a new future for Matas and a more attractive future for Matas, actually, for all our stakeholders, both our customers, our suppliers, our colleagues, who will be part of a bigger group, and of course, we believe that this is a value-creating deal for investors as well. It will position us as the clear market leader in the upper end of a very big market of DKK 65 billion across the Nordics. We will have 5 million members across the base that we can address through online and offline channels, and increasingly, we will be running that business on a shared platform.
This, we're hoping and committing to, will be a deal that unlocks new opportunities to grow profitably in a wider range of geographies, in a wider range of categories and lines of business, and at the same time, we see significant cost advantages, this will make us ultimately a more competitive business. With that, I will be very happy, and we will be very happy to take questions. Over to you, operator.
Thank you. If you do wish to ask a question, please press 5 star. To withdraw it, you may mute by pressing 5 again. We'll have a brief pause while questions are being registered. The first question will be from the line of Poul Jessen from Danske Bank. Please go ahead. Your line will now be unmuted.
Yes. Yes, good morning, and congratulations, at least from what I've seen, it looks interesting. Could you say something about the growth of the company, both online, offline, in the recent years?
Yes, as you know, as you know, recent years have been like nothing else. It's been COVID affected in Denmark, it's been COVID affected in different ways across the three Nordic markets. Going back to the time before COVID and comparing to now, KICKS Group has delivered the same kind of growth that Matas has, and as you know, we have delivered around 6% growth yearly, over that period, and that, of course, been bonds, quite nicely to what KICKS Group has been able to do. In, in that regard as well, they are quite similar to us. It's a similar journey that they've been on, with different COVID restrictions.
Is the online, offline profitability similar to what you're doing?
We will get back to all those questions on the capital market state, but they have seen the same kind of transformation of the business, namely, that with scale of the online business, of course, profitability grows. As you can tell, their overall profitability is lower than Matas, and they need a structural move like this to fix that. But our impression, both from following them through the years and from having had a closer look to our data, is that they have been executing solidly on the same kinds of plans and ambitions that we have in Matas.
Okay. I have two more on the financials. Can you say something about the gross margin of the group and what kind of cash flow they are delivering?
We will disclose those numbers at a later-.
Yeah
at a later stage, not today.
Okay. In Sweden, you have some larger online competitors, like Lyko. How is Kicks positioned at, online?
Overall, if you look at total revenues in KICKS' segment of the market, they are number one online and offline. It is a different competitive set, as you mentioned, in Sweden, also in Norway. KICKS is a contender. It is a much more equal playing field than it is in Denmark, where Matas has a unique position. This is obviously an area where we think there is more work to be done. It is respecting that it is a different market.
I have one more, and then I'll step back to see if there are others. About strategy, you have, since the IPO, had a strategy of more or less being a Danish operation, then you have transformed into an omni-channel. You do this acquisition. Should we see this as Matas, in general, becoming more ambitious internationally, or is this a one-time, or is this the base on which you should grow wider, more international in the future?
This is for sure a conviction that the beauty business, that Nordic consolidation is a good thing for us to be a driver in a Nordic consolidation. We will have our hands full with this deal. We have a very clear view of what needs to get done, and we have high hopes for what we can do long time with this group. That's going to be our priority for the short term and near term.
Well, see if there are others.
Thank you, Paul. The next question will be from the line of Mads Quistgaard . Please go ahead. Your line will be unmuted.
I will take them one by one. Yes, thank you. I have two questions, and I will take them one by one. First, a question on the competition, going back to Poul's question. If you look at the markets, Norway, Sweden, Finland, obviously, you know, Norway, VITA is dominating that market. What is your focus right now? Is it to focus on both Finland, Norway and Sweden, or is it to sort of increase penetration on all the different markets at the same time?
That is a question we will get back to, once we have the long-term strategy, once we have the Capital Markets Day. For now, our focus is on the agenda that we have outlined today, and securing that we meet our hard commitments on the 2025, 2026 synergies and standalone improvements. Questions related to strategy is a matter for our Capital Markets Day.
Fair enough. Makes sense. Then I have another question: How should we see this story with KICKS now? I guess, you know, with a look at Matas' growth story today, you have this target to reach plus DKK 5 billion in revenue in 2025, 2026. Obviously, you can do much to the margins and KICKS right now from the synergy potential, but, you know, going forward, is this also a growth story, or is it about, you know, getting leverage on the margins?
For now, for the short term, our priority will be profitability for the KICKS Group, and also, of course, doing all those things we can to better serve the Swedish, Norwegian, Finnish customers by bringing the Matas capabilities and the KICKS capabilities together. That's going to be our focus for the near term.
Okay, you'll give us more comments on the long term on the Capital Markets Day, I guess then?
Yes.
Perfect. Thank you.
Thank you, Mads. The next question will be from the line of Sebastian Grave from Nordea. Please go ahead. Your line now be unmuted.
Hey, good morning, and for taking my questions, and then congratulations on the very interesting acquisition. I just have a single question. On your in your annual report, you said that you have OpEx commitments for strategic growth initiatives. Here you are expanding your own online platform in both Sweden and Norway. Just wondering, where does this acquisition put your own expansion strategy? How, where does this acquisition put that?
We will review our go-to-market strategy in Sweden and Norway once we have the keys to KICKS Group and have the closing, we will review that. What I will say is that the work we have been doing on matas.se and matas.no, as you can imagine, setting up the logistics, getting the contracts in place with suppliers, learning how to operate in those markets, making sure that we can deliver from Allerød to Norway and Sweden and getting good customer satisfaction. That is obviously a head start on some of the things that we could do together. I think they have matas.se and NO have been pioneers, and we will benefit from that investment that we have made.
At this point, your innovation that you will keep matas.se and for the future?
We will review our go-to-markets after closing.
Okay, thank you.
It goes without saying that acquiring 3.3 million members, nationally known brands, online, offline, that is for sure going to be our number one priority to build on that business and expand on that business using what we have learned and built with matas.se and matas.no.
That's very clear. Thank you so much.
Thank you, Sebastian. As a reminder, please press 5 star on your telephone keypad to ask a question. We'll have a brief pause while new questions are being registered. The next question will be a follow-up from the line of Poul Jessen from Danske Bank. Please go ahead. Your line will be unmuted.
Yes. Thank you. I have four questions. One is about when looking into Axel Johnson, and I can see part of the business was also a business called Amazing Brands. Is that also part of the transaction?
No, it's not part of the transaction. That's carved out, and Axel Johnson will keep that business, which is a very, very small business, distribution center.
Okay.
Yeah.
About the logistics centers they are building, they spent SEK 240 million on that one, and you spent DKK 500 million on yours. The difference is that the fact that you build and own, and they are leasing?
That's the majority of the explanation. There are some choices with regards to size and the facility and the technology choices that will explain the rest. Of course, the really big part is the fact that they only own the machinery inside, and the rest they lease.
Okay. The financing cost on the transaction, now it's fully debt financed. What kind of interest rates should we look at?
Well, I think what we also outlined in the presentation, Poul, was that, you know, we are continuing with the interest rate of our existing debt, which is the DKK 2 billion, and then we put on top a small bridge facility for now, which is on slightly higher terms due to the overall interest market, as we know it today. I think that the most important thing here is really that the underlying debt of the DKK 2 billion that we have had prior to this deal, will continue on those very favorable terms.
The interest rate is?
As we stated in the annual accounts, they've been between 45-110 basis points on our existing debt.
Okay. The final question is, I have not visited KICKS stores, can you say something about the size of these? I'm thinking in case that you should do a category expansion or put in more products into their stores, how are they compared to your own stores in size?
If you take a trip through Sweden, Norway, and Finland, you will find something that will remind you very much of Matas in terms of store sizes. They have some stores that are actually bigger than our biggest ones. They have stores that are similar to our concept. They have small local stores, you will find store sizes all over the place because their concept is local adaptation, as is Matas concept. Our assortment expansion is primarily a strategy as it is in Denmark, it is an online strategy. Of course, we will review what can we do together in assortment, how can we bring some of our house brands to Sweden, some of their house brands to Denmark.
That is an obvious place to look, but otherwise, all the time, how can we optimize assortment and make it locally adapted in the KICKS and Matas stores?
Okay, thank you. That was all for me.
Thank you, Paul. The next question will be a follow-up from the line of Mads Quistgaard from Carnegie. Please go ahead, your line now is unmuted.
I just have 1 question. In terms of the store strategy in KICKS, the number of stores of around 260, has that number been unchanged over the 5 years, or what has been sort of the store number of store development?
It's been unchanged. They, like us, they close somewhere, they open somewhere else, so it's relatively unchanged. I mean, this is the key thing we have learned since many of us met for the first time five years ago, customers want stores. Even after having been digital throughout COVID, they want stores. It is a winning concept to have the combination of stores and online.
Are the stores as digitized as the Matas stores, or do you expect to invest a lot into making sort of, you know, do the customer, journey even funnier in the store chain in KICKS?
I think they have done stuff that we haven't done. We have done stuff that they haven't done. We can use a lot of the technology to share. It's, you know, digitizing stores is not a major investment from a CapEx point of view. It is actually more about educating our colleagues how to use all the tools and facilities in digital, and it's incentivizing the right kind of behavior. I think we can learn a lot from KICKS, and KICKS can learn something from us, but it's not a major CapEx driver to get up to best of both worlds.
Perfect. Makes sense. Thank you.
Thank you, Mads. As there are no further questions at this moment, I'll hand it back to the speakers for any closing remarks.
Thank you, everyone, for joining. Big day for Matas. I'm surrounded by very happy colleagues here, very excited about this opportunity. It is the major event in our almost 75-year-long, history. We're buying a company that we know well, and we know how to run, and we look forward to joining with our Swedish, Norwegian and Finnish colleagues. Thank you for joining this call, and see you later.