Ladies and gentlemen, welcome to the Novonesis Conference Call. I am Youssef, the Chorus Call operator. I would like to remind you that all participants will be in listen-only mode and that the conference is being recorded. The presentation will be followed by a Q&A session. You can register for questions at any time by pressing star and one on your telephone. For operator assistance, please press star and zero. The conference must not be recorded for publication or for broadcast. At this time, it's my pleasure to hand over to Tobias Cornelius Bjorklund. Please go ahead. Your line is now open, sir. You may now start.
Thank you. Thank you, operator, and welcome everyone to today's conference call relating to Novonesis acquisition of DSM-Firmenich part of the Feed Enzyme Alliance. My name is Tobias Björklund, as mentioned. I'm heading up investor relations here at Novonesis. In this call, our CEO, Ester Baiget, and our CFO, Rainer Lehmann, as well as our EVP, Planetary Health Biosolutions, Tina Fanø, will go through the strategic rationale for the transaction. The conference call will take about 30 minutes, including Q&A. Please change to the next slide. As usual, I would like to remind you that the information presented during this call is unedited and that management may make forward-looking statements. These statements are based on current expectations and beliefs and involve risks and uncertainties that could cause actual results to differ materially from those described in any forward-looking statement.
With that, I have now the pleasure to hand you over to our CEO, Ester Baiget. Ester, please.
Thank you. Thank you, Tobias, and welcome everyone from my side as well. We are excited to speak with you today regarding Novonesis as the natural owner of this business and why it generates incremental value to both customers and shareholders. If you could please turn to slide number three. Thank you. The Feed Enzyme Alliance has existed for more than 25 years, building a comprehensive and innovative portfolio of animal feed and gut health enzymes. As a clear industry innovator, we have been leveraging our scientific insights and development capabilities to optimize animal health and feed efficiency, at the same time reducing the industry's environmental impact. This strategic offering aligns perfectly with Novonesis' Planetary Health Biosolutions business and directly tackling some of the animal industry's most pressing challenges. Let me, already here, leave the word to Tina for further details to this deal. Tina, please.
Thank you so much, Ester. And good morning from me as well. Novonesis and DSM-Firmenich's complementary capabilities have historically enabled the solid value chain of the Feed Enzyme Alliance. Novonesis has been responsible for R&D and production of the Feed Enzyme Alliance, developing world-class enzymes. And DSM-Firmenich, on the other hand, has facilitated the go-to-market model with a specialized sales force and global distribution setup. And with this acquisition, Novonesis will be driving the full value chain. This allows us to drive stronger growth and innovation together with customers. We will leverage our position from an existing strong commercial presence and excellence in probiotics, and we will build on Novonesis' excellent R&D and production capabilities of both enzymes and probiotics. And then please turn to the next slide, slide four.
Because up until now, Novonesis had been limited in how to go to market directly from a consolidated technology point of view. Novonesis only had the direct market access in the probiotic space, and we lacked a similar model in the feed enzyme business, where we relied on DSM-Firmenich for the sales and distribution activities. You can see that in the upper part of the slide. In the lower part of the slide, you will see the new setup where Novonesis will be able to drive the full value chain. We will be able to leverage our strong R&D application and production capabilities and combine our enzyme and probiotic solutions in one consolidated go-to-market model. The new setup will allow Novonesis' operational freedom across the full value chain, strengthening our global presence for all our solutions with direct customer access across all the regions.
One of many synergistic examples is the strong commercial presence we have in the U.S. market for probiotics already, and where we now will be able to cross-sell our enzyme solutions, and with this intro, let me hand the word back to Ester, who will then share some further thoughts on the strategic rationale of the deal. Ester, please.
Excuse me, the connection with the speaker has been lost. Please wait a moment to be connected to the conference again.
Hello. Hi, Ester. So we lost you, but yeah, I went through my part, and we are on slide five.
Excellent. Thank you so much, and I apologize for this little technical detail. I lost connection. Thank you, and I'm glad to be back. When we are in slide number five, we would like to share with you how Novonesis is uniquely positioned to realize the full potential of the Feed Enzyme Alliance and our animal biosolutions business. We acquire a high-quality asset with low execution risk in a core segment. Through this vertical integration, we now control our full value chain in animal biosolutions, including the sales and distribution activities for feed enzymes. We improve our ability to directly serve both existing and new customers worldwide by cross-and-upselling market-leading enzymes and probiotic solutions. Besides the expansion of our customer and product reach, we will continue to supply enzymes to DSM-Firmenich's premix business, as DSM-Firmenich becomes a strategic customer.
Our leading position in animal biosolutions is further supported by significant R&D insights and unique production at scale. Driving this business in full gives more direct customer access with accelerated growth and innovation, while at the same time reducing the operational complexity. If you could please turn to slide number six. Thank you much. Last year at our Capital Markets Day, we shared with you Novonesis' key drivers of growth. Growth will come mainly from our core areas as well as from adjacencies and explorative opportunities. They are all building blocks that leverage on our key strengths. This acquisition, the acquisition we present today, is a perfect match with our strategic agenda as it belongs to our core, unlocking growth and more opportunities. Let me share a few examples of how this acquisition will create additional value to customers and profitable growth to Novonesis.
Our unique animal feed and gut enzymes will now be available to non-alliance customers, including those customers that today only buy probiotics from Novonesis. Tina mentioned how we can build on Novonesis' already strong commercial presence in probiotics, such as in North America, to also build and expand our presence in enzymes. Our best-in-class probiotics can now be sold directly to previous alliance customers in addition to enzyme solutions we already provide. Customers are requesting optimal solutions to secure improved animal health and increase yields. This includes the need to reduce the use of antibiotics, which is an area where our probiotics and health enzymes both come into play, and now, with an even stronger reach and dialogue with customers, we are now set to drive more long-term innovation opportunities across the portfolio.
The synergistic benefits of adding enzymes and probiotics to animal diets is an increasing part of our dialogues with customers. We're, for example, considering the use of specific feed enzymes to generate probiotics that these ones could benefit our probiotics for an even better gut health compared to the solutions that exist today. By having the freedom to operate the full value chain in animal biosolutions, we will be able to drive more growth and value for both the short and the long term. And by this, let me now hand the word over to Rainer, who will provide some more color on the financial profile and details of the transaction.
Thank you, Ester. And welcome, everyone, also from my side. Let's turn to slide number seven for some insights into the financial profile of this transaction. To start off, the acquired business is highly attractive to drive stronger growth in Animal Biosolutions and is highly attractive to our earnings. The acquired business will have an annual revenue contribution of close to 3% in year one on group level and around 5% on the Planetary Health Biosolutions division. The acquisition will accelerate Novonesis' midterm sales growth of Animal Biosolutions by a low single-digit figure above the market growth, which is estimated to be at mid-single-digit growth. Further, the acquisition will contribute around EUR 70 million to the Adjusted EBITDA, equivalent to around half a percentage point accretion to the group Adjusted EBITDA margin on a first full-year basis.
This translates to around one percentage point accretion to the Planetary Health Biosolutions division. As we expect operational efficiencies and economies of scale, the margin has further accretion potential in the years to come. Additionally, the acquisition is expected to contribute by a low single-digit percentage to the adjusted EPS, excluding amortization, in the first full year, increasing to a mid-single-digit percentage in year three. And let me also mention that the deal has highly attractive cash conversion with limited CapEx needs. Let's turn to the next slide. And let me share the transaction overview. As you're aware, Novonesis pays EUR 1.5 billion on an all-cash consideration for DSM-Firmenich's share of the Feed Enzyme Alliance. The acquisition is 100% defined and fully committed. The expected strong cash generation will allow for deleveraging to the current target range of 1.3-1.7 times net debt divided by EBITDA within the next two years.
Novonesis will continue the long-term supply relationship with DSM-Firmenich for their premix business, and we expect that the transaction will have no impact on dividend payouts, and closing of the transaction is expected in the course of 2025. With this, I'll now hand it back to Ester for a wrap-up before we open up for questions.
Thank you, Rainer. And thank you also, Tina, for these summaries. Please turn to the slide number nine for wrapping up. The position plays exactly into our accelerating growth ambitions, and it does so by strengthening our position in an attractive and growing core business. Last year, a combination between Novonesis and Chr. Hansen has made this opportunity even more attractive, as we can leverage on existing and new strengths across the full value chain. Besides driving a stronger growth, the acquisition has also an attractive and accretive earnings profile. It will drive increased value to customers and to our shareholders. Thank you. And by this, we're now ready to open for the Q&A. Operator, please.
Ladies and gentlemen, we will now begin the question-and-answer session. Anyone who wishes to ask a question may press star and one on your telephone. You will hear a tone to confirm that you have entered the question queue. If you wish to remove yourself from the queue, you may press star and two. Questioners on the phone are requested to disable the loudspeaker mode while asking a question. Anyone who has a question may press star one at this time. The first question comes from the line of Alex Jones from Bank of America. Please go ahead.
Thanks. Good morning. Two questions, if I can. The first, you're referring to the press release to market growth for Animal Biosolutions of mid-single-digit. But can you give us a bit more detail about the historical growth rate of the Feed Enzyme Alliance and also what you'd expect that sales growth to be going forward with all these synergies that you've outlined on the call today? And then second question, just more conceptually, when you're looking at bolt-on acquisitions like this, can you remind us if there's a return on capital threshold that you require the deal to reach in a couple of years and confirm that that applies to this deal as well? Thank you.
Thank you, Alex. I will let Rainer to bring the financial aspects and then also Tina to put more color on the market dynamics historically and also future looking forward.
So, Alex, I can take that first. Regarding, as you are aware, we are going to introduce ROIC, and we basically reintroduced ROIC, and we committed to do that with the announcement of our long-term plan and with the H1 figures. So a little bit of patience, and then we can talk about this a little bit more in detail, but it will also be expected to be accretive to our ROIC, that one I can say.
Yeah. And on the market, the market is projected to grow at mid- to high single-digit CAGR by the various drivers, which we all know of, I mean, protein demand and so forth. And we expect to grow above that with the Animal Biosolutions to the higher end of that range.
Okay. And that was true historically as well?
So historically, yes, I would say so. A bit less, a bit less given the synergies because you have to add the synergies up. But it is a relatively wide range with the mid- to high single-digit we're getting. So yes, historically mid-ish, and we're in the high end.
Thank you.
The next question comes from the line of Søren Samsøe from SEB. Please go ahead.
Yes. Good morning, and congrats on the acquisition. Just sort of in practical terms, how many people are you taking over? If you could say a little bit more about that. Also, if you could maybe elaborate a little bit more on the potential synergies. I assume it's mostly sales synergies you can see. Thank you.
We'll let Tina build in, but don't also forget that we already have people in animal sales force, which is within the probiotics value chain. Now we will be, by welcoming the future colleagues from DSM-Firmenich, we will accelerate the boots and the eyes on the troop and the field. That's what's going to be driving the growth synergies by the combination of the portfolio and being a better partner to customers, but particularly also being stronger also geographically with now a broader presence. Tina, if you could do that.
But is there any way where you can now sort of accelerate the journey you have before?
Exactly. So it's a combination of the presence that we have today already existing with the one that is coming that together is going to be much stronger, particularly in a couple of geographies. But I will let Tina build in further details here.
Yeah. So exactly as you have said already, I mean, we expect it to be around 100 people, which we will, you could say, of new employees we'll get. And at the same time, we expect to hire in order to accelerate the growth. But I think it's important to say that we do have a number of people already in this field, and the combination of the two is what makes us believe that we will accelerate. So just to make it clear from before, so historically, we have seen a mid-single-digit CAGR growth in the market.
We expect to add with this a low single-digit CAGR. So that brings us to, you could say, what I talked about before. But just to make it clear for Alex. Did it answer your question?
The next question comes from the line of Chetan Udeshi from J.P. Morgan. Please go ahead.
Yeah. Hi, morning all. Thanks for taking my questions. The first question was just a clarification because I'm a bit confused between your communication and what DSM is saying. They're saying it's EUR 300 million of sales for them, and I think you are implying about EUR 120 million. So can you just bridge the gap exactly? Maybe it's an accounting difference. The second question was just curious about the valuation. It's almost 22x EBITDA you are buying or 21x. I would have thought you would have had the right of first refusal with this JV. So what prompted you to pay such a high multiple for this business? Thank you.
Beautiful questions. I'll start with the first one, the last one, and then I'll pass it to Rainer. This is the value that it took to bring the deal home. This business belongs to Novonesis. We're bringing enzymes and bios in this space that we are the natural owner, and then when we're putting all those capabilities together, people and enzymes and probiotics together, we're becoming a stronger value creator for our customers, and we're then accelerating growth and value for our shareholders. We're not going to comment on the specifics of the details of the contracts. We feel very pleased with where we are on the deal, and then also maybe passing the word to Rainer to build upon your first question.
Yes. Absolutely, Chetan. And first of all, let me clarify. This is not a traditional joint venture we had. There was a profit-sharing alliance. So as Tina also said, DSM-Firmenich basically had the go-to-market model. In order, of course, to fulfill those sales to the market, we already had sales to DSM-Firmenich in our books. And that is exactly the difference between the EUR 300 million that DSM-Firmenich communicates, which are sales to market. We, of course, have already supplied those in order for DSM-Firmenich to sell them around EUR 180 million. I'm following your math. So therefore, we're just acquiring EUR 120 million. So this is also a little bit of the specialty. It's really a vertical integration where we are just now adding the incremental sales to us, of course, with the then very attractive market profile.
Thank you. And you know.
Is that clarified?
Yeah, it's clear. Did you say it's a so it was profit sharing? So did you have like 50/50 profit sharing in the past? Because I'm still sort of wondering how it might be different between the two companies. But anyways, we can follow up separately. The other question maybe for Ester, just clarifying, how quickly do you think the revenue synergies come? Do you have to build the capabilities for the next 12, 18, 24 months before you can do that, or can it happen rather sooner than that?
So, first, we're going to close, which is going to happen within this year. We feel comfortable about that, very excited also about the path moving forward. Then as we're bringing in our full capabilities for animal together, we're going to see impact immediately by the combination of the sales force and by simply being able to come with our customers from both sides with a broader portfolio. Then start harvesting the fruit of that connectivity. At the same time, don't forget that now maybe just repeat that at this time now we will be even better equipped to develop the solutions of the future. That will take more time. So there's a gradient here of how we're speaking of immediate cross-fertilization of existing solutions that they're here, enzymes from one side, probiotics from another one. We're connecting them. We're bringing them on the field.
We become a better partner to customers. In some cases, it is also connecting routes of sellers that we didn't have or the boots that we didn't have in the geographies. So a physical geographical expansion. Those are immediate and coming as we close. And then the accelerated also long-term synergies by being in a stronger biosolutions enabler of value creation for our customers.
Got it. Thank you.
So net-net accelerated growth, as Tina mentioned so nicely, as we close, and then also sustained accelerated growth by harvesting the fruits of the innovation capabilities. What we're doing here is we're simply making use of the machine of R&D that we have. We're making it better by having those eyes in the troops and then connecting probiotics and enzymes. It's simply bringing home what it was supposed to be there.
Cool. Thanks.
The next question comes from the line of André Thormann from Danske Bank. Please go ahead.
Yes. Good morning, everyone. So I have two questions. The first is regarding the geographical exposure of this business and whether you are already exposed to these areas with the probiotics part of the business. And the second question is whether you see any cost synergies at all from combining the sales force of enzymes and probiotics. Thank you.
I'm going to tiptoe on the second one, and then I'll pass it to Tina. This is a combination that's meant to be driving growth. Of course, there's going to be some efficiencies on the way that we operate here and there, but the main driver is growth synergies. And also as Tina said, we're bringing home new sellers and new boots, but we're also going to continue to be investing because the main focus is going to be driving and capturing the accelerated growth that we can be capturing now. Tina?
Yeah. And in terms of geographies, the alliance is particularly strong in Europe, APAC, and LATAM. And that's the markets where the feed alliance was very, very strong, while for Novonesis, the probiotic exposure was biggest or is biggest in the US market. So that's, you could say, complementarity.
Thank you.
As a reminder, if you wish to ask a question, please press star and one. The next question comes from the line of Nicola Tang from BNP Paribas. Please go ahead.
Hi everyone. Thanks for taking the questions. So you mentioned that there would be limited CapEx spend, but I was wondering on the OpEx side whether you see the need to increase investment to build up your go-to-market strategy. You talked a bit about having existing capabilities already, but I was just wondering whether you needed to add a bit more around, I don't know, whether it's commercial or regulatory expertise and so on. And could you perhaps talk about what you had from the existing legacy Novonesis and Chr. Hansen businesses? And then the other question, not to sort of labor it around a bit, but I'm still a bit confused in terms of on the synergy side.
Are you mainly talking about cross-fertilization of taking existing products and cross-selling across customers, or are you talking about combining your products together, so putting together enzymes and probiotics, or is it a combination of the two? Thanks.
It's taking existing solutions and bringing them into customers that they didn't have access for, and then it's creating the capabilities for future new solutions with now the combined portfolio. And Tina, if you could also build on the first and second question.
Yeah. So yes, we do expect that we will be both taking over people from DSM-Firmenich in order to strengthen the Novonesis footprint. And at the same time, we expect to add extra people in order to drive the growth in years. In terms of synergy realization, I would bucket it almost in three buckets. There is the first bucket, which is a near-term bucket, which is the cross-selling. It is a matter of that, you could say, some of our probiotics customers can now also get enzymes and vice versa. The other one is the geographical footprint. That's also a relatively short-term synergy in terms of that we strengthen our footprint in geographies, as we just talked about before in the question from André.
And then the last one is the innovation synergies, which is of putting the products together and utilizing the two aspects, the two benefits, and deliver the full solution to customers. That's a bit more long-term because it involves R&D. But it's all three elements. I hope that clarifies the example of synergies.
It does. Thank you.
The next question comes from the line of Alex Sloane from Barclays. Please go ahead.
Yeah. Hi, morning all. A couple of questions from my side. In terms of the opportunity to sell probiotics to the Enzyme Alliance customers that you couldn't do before, are these customers already buying other strains of probiotics, or is the big opportunity to really go in and replace antibiotics that they're using? And then the second one, could you tell us how important the TSM premix business that you're going to continue to supply to will be as a customer for this business or for your business going forward? Thanks.
Yeah, so the Novonesis or we at Novonesis have the world-leading probiotics, and we also have world-leading enzymes for feed optimization. And therefore, we believe that combination of the best-in-class probiotics and best-in-class enzymes will enable synergies to be delivered. On DSM-Firmenich and how they will remain, they will remain a significant and large strategic customer for us in the future.
Okay. Thanks, Jennifer. Maybe just squeeze in one more. Just in terms of the margin accretion that you're guiding to, 50 basis points year one and then building from there, can I assume that that encompasses your plan to hire more sales force, which I think you've alluded to in terms of the accretion building? Thank you.
I can take that. Yes, that's correct.
Thank you.
One last question, Operator.
The next and last question comes from the line of Charles Bentley from Jefferies. Please go ahead.
Great. Thanks for taking my one question. So can I just ask if I remember correctly, I think if I'm right, I think animal is something like 15% of sales for the combination. So if I think about kind of a low single-digit percentage of accretion for the business, it would be probably something like 50 basis points accretive to group growth. How does this make you feel in terms of the kind of confidence around setting your likely higher midterm targets in the middle of the year?
That's a beautiful question, Charles. And I feel very confident on where we are as a company and also as we're moving forward. It's only been a little bit more than a year that we put the two companies together, and we are in a very good place. And this acquisition just makes us even stronger because it makes us rounder by putting what it was supposed to be home. It unleashes. It gives us the right to unleash growth synergies by combining enzymes and probiotics that we have both in the value chain, but we were not fit in the most effective way to capitalize on that opportunity. So I have a high level of comfort on already I had it before, and now with this acquisition, even stronger on what we're doing and the amazing and beautiful company that we are creating.
Wonderful. Thanks.
Ladies and gentlemen, that was the last question. I would now like to turn the conference back over to Ester Baiget for any closing remarks.
Beautiful as usual to hear from you. It was a good day today with Novonesis, one of many more to come. We made a beautiful move with this acquisition, creating stronger capabilities for a segment which is important for us and important for the world, and we're now better equipped to drive value growth for our customers and value-accretive growth for our shareholders and growth for our company. Thank you very much for all your time, and looking forward to the next call soon.