M&A announcement Business Combination

Aug 14, 2021

Good morning and warm welcome to this presentation of the Ferrisia Haller operation. I welcome you from Lipstadt and you have with us Michel in Nanterre. And this is why also we have these difficulties with the live questions. This is why we needed to work with written questions. Let us have a look on the agenda. So the first point we will cover is the transaction overview and the strategic rationale. The second point, building a new global leader. Point 3, transaction, financing, value creation and timeline. And we will close this presentation with the key takeaways before the Q and A. The transaction overview. Florezia and Hella are representing a unique and compelling combination with strong sustainable and profitable growth perspective. In fact, when we spoke about our strategy, we said that we want to add fast growing technology driven segments with leading position, which is precisely the case considering the lighting business of HELLA, but also considering the electronic business. Electronic. We wanted to have more electronics. We want to have more software. We want to be focused on domains, which are aligned with the automotive megatrends. These domains are the electric mobility, the ADAS and autonomous driving and the cockpit electronics. We wanted also to achieve less exposure to ICE powertrains. And again, you will see that this with this deal will be achieved. We wanted to prepare the next transformation and we have created here the life cycle value management and I will tell you a little bit more about its content. We wanted to be able to grow with a partner, which is showing complementarities, which will allow us to achieve significant synergies and cost optimizations. It is clearly the case with Heller on different domains or on different levels, the product level, the customer level and the geographies. We wanted to have a partner with which we are sharing a strategic vision. We are sharing values. We have similarities in our cultures. We want to be able to share priorities on the ESG domains, which are absolutely critical. All of that for a very strong value creation for our shareholders and all the stakeholders. I might add one point, which is the stable and strong shareholder base with the Heller family with up to 9% of the Florezia capital. This is again a target which will be achieved. On the next slide, we have some details about the transaction. So first of all, a definitive agreement with the family pool and Hella has been achieved. We will launch a public tender offer at a price of €60 per share. We will acquire separately from the family pool its 60% stake at a price of €60 per share, paid through a mix of €3,400,000,000 of cash and up to EUR 13.77 EUR 57, sorry, EUR 57, sorry, EUR 1,000,000 of newly issued Florezia shares. The transaction represents an estimated total enterprise value of $6,700,000,000 for 100 percent of Heller. The family pool, and this is what I just said, to hold up to 9% of Florezia's capital with an 18 months lockup and board representation underlining its strong commitment to the new company. The transaction structure will allow Florezia to launch execution of the significant projected synergies from day 1. This is mainly related to the specific legal form of Heller. The deal is on our side fully secured. The ratings We have worked with our 3 ratings agencies prior to the deal and we are expecting them to confirm all three agencies shortly our existing rating. The next slide. So Foresea, I'm not sure, but I need to present it to you. We made in 2021, and this is the guidance we announced, EUR 16,500,000,000 of sales, I remind you, with on volume level of 76,600,000 vehicles. We are counting 266 plants and 39 R and D centers. 1 out of 3 vehicles are equipped worldwide with 1 at least Faurecia product. We are counting 114,000 employees, 103 nationalities working in 35 countries. We have currently 4 business groups and the business group is an important entity for us. We have P and Ls at the plant level and consolidation of plants is corresponding to a division and a consolidation of divisions is corresponding to a business group. So we have 4 business groups: Clean Mobility, Seating, Interiors and Clion Electronics. We have positioned strategically ourselves on 2 main areas: cockpit of the future and clean mobility with a clear priority on hydrogen. We have spent more than €600,000,000 of innovation in the last in the past 3 years. And we have achieved 1200 patents and this only in 2020. I think that when we look back in the last years, we have achieved a solid track record and we have demonstrated the resilience of the group in difficult period of times. The next slide is related to HELLA. So here again, the 2021 guidance for HELLA, EUR 6,500,000,000. So you know that this is with not exactly the same calendarized revenues, sorry. So we are speaking here about a year starting the 1st June and ending the 31st May. Heller is counting 125 plants. They are spending 9.5 percent on R and D, which is significant and which is corresponding to their innovative reputation. It's a company which has started in 18/99 and the family is leading the Heller family is leading this company since more than 100 years. HELLA counts 36,300 employees. And here, we are we have again business groups. So it's not exactly business groups within Hella today, but it's the way we are seeing them with lighting, with electronics, with its aftermarket business and its special applications. What is characterizing Hella for us, it's clearly its Technology Leadership. In all its activities, it's true certainly for electronics, but it's also very much true for lighting, where it is the clearly recognized leading company. Innovation very strong and Heller has very talented R and D workforces. German premium, it's mainly with them that you are innovating in this industry and Here the high intimacy with the German premiums is not a surprise. If we go to the next slide. A few words about the combined group and our intention to capitalize on Heller's strengths and with Lipstadt continuing to be in a very important position and playing a major role. 3 business groups will have their headquarters and their R and D centers in Liechstadt, Electronics, Lighting and a new business group, which we will call Life Cycle Value Management and which will integrate both aftermarket services and special applications. We will certainly leverage Hella's strong brands. We have a commitment and strong commitment to respect all the current works council agreements and collective bargaining agreements. And we are also very clear to ensure smooth docking of the 2 groups with senior roles for Heller executives in the combined group. So we have started to discuss how we will work together on these topics and how balanced the decisions will be. The next one. So here you have in terms of docking and integration how it will look like. We are starting, as you have seen, with 8 business groups. We will go down to 6 business groups. 3 of these business groups will be located in Nanterre. 3 of them will be located in Lipstadt. The ones located in Nanterre are Seating, Interiors and Clean Mobility, they are not impacted by this deal. Electronics and Software. In fact, Heller will integrate Clion Electronics in its organization. We will care about Asia because Asia is very much complementary to Hella's geographical portfolio. Lighting will not be impacted by this deal again, but is located in Lipstadt and should state located in Lipstadt with its R and D center. And you see here again, life cycle value management. We will enhance the current organization with our divisions, which are related to materials, which are related to aftermarket products, but which are also related to new architectures, which are allowing and assembling and dismantling, which might be done quickly in the dealerships. Air. The next slide. The combined portfolio of 5 main core activities, each above €3,000,000,000 of sales and the strong geographic complementarities are shown here. So you see that seating stays the biggest business with 26%, interior 22%, clean mobility 18% electronics 16%, lighting 14% and life cycle value management 4%. This is based on the 2021 point pro form a sales. I think it's important to see that this is very well balanced. And again, with each of them having sales above SEK 3,000,000,000 with the exception of life cycle value management. A very strong and focused electric mobility offer on both battery electric vehicles and fuel cell electric vehicles. I think it's important to highlights this, we have now the 2 legs which are needed in the electric mobility business. The sales breakdown by geography, 51% in Europe, 25% in North America, 22% in Asia and 2% in the rest of the world. The leveraging of Foricia's very strong positions in Asia and especially in China and in Japan are important to further grow the revenues of the electronic business, but not only. I think it will also benefit to the lighting activities. The next slide, please. Common values and ambition. This is what I said in my introduction. I think that this is very important. So here you have the ESG parameters. Environment, we are very clear that we both want to fight against climate change. We both have a CO2 neutrality roadmap with first steps to be achieved in 2025. It is they are related to scope 1 and scope 2. Sustainable product solution with eco design, sustainable materials, energy efficiency solutions and circular economy are priorities for both companies. 0 emission solutions, I spoke about that with a strong expertise in battery electric vehicles, mainly coming from Hella and fuel cell electric vehicle, hydrogen mobility coming from Florecia. Socially, a responsible employer promoting gender diversity and inclusivity, a learning organization that encourages employee training, supporting local communities with a foundation, acting in education, mobility and environment. The governance, robust and transparent governance bodies, a strict respect for compliance and strong values for ethics, I think that this is critical, a safe work environment to all our employees worldwide and a responsible supply chain with sustainable partners and suppliers. The next slide. So what we want is to build, as we said, and leader in this industry, which will be the case ranking at the 7th global position. You see here the main pro form a figures for 2021 with sales at €23,000,000,000 but I can Teledyou sales in 2022 above €26,000,000,000 and EBITDA margin at circa 14% and EBIT margin higher or equal to 7% and an excess of 150,000 employees. On the right hand side, the 4 domains, which we believe are the growth domains aligned with the automotive megatrends, electric mobility, ADAS and autonomous driving, cockpit of the future and Lifecycle Value Management. We had 2 domains previously, which were cockpit of the future and clean mobility, sustainable mobility, we are now switching to 4 domains, which are the ones I just presented. On this slide, which is maybe uneasy to describe, you have these domains again and you have here represented how complementary we are in our different segments and what the coverage is on the different technologies. Maybe one thing which is important, again, related through R and D capabilities, we will count together 18,500 highly talented and motivated specialists and engineers, including 3,000 software engineers. Go to the next slide and focus and specific focus on electronics and software. So you see here the combination between Florecia and HELLA Electronics, sales at 3,700,000,000, 20 ore production sites, 21 R and D centers, 3,000 software engineers and 17,000 more than 17,000 employees in the electronic segments. Our ambition here is in 2025 to achieve EUR 7,000,000,000 of sales. The next slide. I said it, we have to reduce our exposure to ICE with the growth we have in front of us on both sides, on the HELLA side and on the Florecia side, with EUR 33,000,000,000 of sales in 2025, we will be able to significantly reduce our exposure, which was last year Foricia perimeter alone at 25%, going down at closing below 20% and dropping down to 10% in 2025. Next slide. We have made big due diligence. We have identified a lot of synergies and optimization. What I would like to insist, this is, of course, on top of the existing program of HELLA. You know probably that they have the Phoenix program with €130,000,000 cost cutting, very well advanced. So we have identified, I will come back on that, €200,000,000 minimum synergies, Fully captured end of 2024. That means with the full impact of the P and L in 2025. The cost To implement the synergies have been estimated at €250,000,000 We have some revenue synergies, mainly in Asia. We have not taken into account this EBIT to calculate the accretion. I want to insist on that. We have a lot of cash flow optimization. I will come back on that as well. What is important to notice, the synergies is less than 1% Of the total cost of the new company. You know our track record on the cost cutting. I think we have demonstrated that with Clarion. You know as well our expertise to optimize the cash. So you can see somewhere, sorry to say that, the pleasure we will have to make all these figures in reality into post, I would say, very, very strong figures. On cost synergies, we have more or less, if I take the different, I would say, field. Purchasing probably more than 15% of the total synergy. Operation synergies, half of it, With a lot of optimization between the different plants. R and D and I would say other, I would say back office, 30%. Last but not least, SG and A, of course, to put together 2 big companies with the global business services. And you know how Much advanced we are and Ella has made some, I would say, big works. We have as well big IT optimization there on SAP, Probably less, I will say, focus than us because they have different, I will say, implementation. We have 1. So we will leverage that to make a very, I will efficient company. What is important, it is the horizon. We have been cautious about estimation. For me, 10% is a minimum in 2022 and 40% P and L impact, so much more advanced in the implementation in 2023, 80% 2024 and the full impact in 2025. The combination of both companies And here, you know that we have made an Investor Day. So we are confirming month after month all our figures. They have made an Investor Day. We are the synergies. And we arrived to these figures with, sorry for that, a little prudence. But I think it's normal to have a little prudence as usual. So you see the magnitude of the figure, as Patrick was saying, we're speaking of a company above €26,000,000,000 of sales in 2022, above €30,000,000 of sales in 2025 EBIT margin very quickly 8% and more than 8% towards, of course. And net cash flow, I think it is a more powerful achievement. We speak of €1,000,000,000 of net cash flow next year to go to more than €1,500,000,000 You know that we have inside this figure, some magic figure. We will double the growth of the market, which is estimated here at a little more than 4%. So we are speaking of 8% to 9%. EBIT margin above 8% and in the future above 8.5% and net cash flow, 4% to know that it was our big target and probably we can target much more in 2025. One thing is this, I would say, plan. We want as well to deleverage as quick as possible. Of course, We are using the leverage to make this acquisition. We'll come back on that. So we did perform at something like 2.5 times net debt on EBITDA. We want to be at less than 2 end of 2022 and to converge to 1 afterwards. What is important to do that? Net cash flow. We have in the net cash flow CapEx optimization between the two companies, more than €100,000,000 We have as well some working capital optimization. You know what we have done in the last years and we'll see a lot of optimization. Forrester, they want to convert from 15% to with our synergies, 10% or less. I think at 10%, they will be still lagging respect to the overseas peers. So we have here a lot of room and we'll have a lot of pleasure to work with the Ella team to achieve that. Last but not least, how we are financing that. Firstly, there will be the tender offer, We should be launched in September. That was 40% of the share inside the public. We have acquired and acquired By contract, 60% of the share of HELLA, this will be achieved at the closing date. So this will be probably early 2022, but it is definitive. To acquire that, we are making a 10% capital increase reserve to the family of HELLA. What I can tell you is that we are very proud that the family is taking, as Patrick was saying, a share and with the lockup, so 18 months, but a share dying a very big time and to participate to this fantastic story. 50%, of course, will be paid cash. In the mechanism, we have agreed with them for the 10% at 13 point 57,000,000 shares. It is based on the price of $42.06 and there will be an adjustment according to the share price of Forescia At the time of the closing. So you see on the right what it means. 9% because 10% on 100 means 110%. So 10% on 110% is 9%. I receive sometimes a question. That is why, as the family, we'll have up to 9% of the share. If you see our core shareholders, Peugeot BPI, ExoS Dongfeng at 14%. How we have financed that? We have secured a bridge with 2 banks, Societe Generale and Atixis. And I would like 1st, sorry, to say that to thank my team, which has made a very good work and to thank the Societe Generale and Natixis teams. So €5,500,000,000 of bridge. You see how it is, I will say split, a bridge to equity because we will issue up to 20% in the right issue. We have a bridge facility of 4.2, which will be refinanced for bonds and loans, Schuylkill, etcetera. We have €500,000,000 which will be a term loan if we need it. We'll use our cash. We have a lot of cash for something like EUR 600,000,000 I would say we can do more if necessary. Sorry, what I would like to mention, We have made some rating assessments, of course, to see what will happen. The free rating agencies will make the rating committee probably between today and tomorrow. And we expect that they will, the 3, confirm the actuality, the current ratings, which is demonstrating the fact that through this acquisition, we definitely enhance the profile of Foresea. Things that with €5,000,000,000 at short depth, we will confirm the rating. And thanks to the rating teams as well because they have worked, I would say, in a very short time, 2 weeks, I would say, to analyze this acquisition. On that question, I insist these are I've made on the synergies and the 2 business plan. Now EPS acquisition, it is after goodwill amortization. If I take before the amortization, we are not speaking of 14% 20% or more than 20%. We're speaking of 20% 30% And you see that it will be accretive. 2022, there will be some cost to implement that, but it will be accretive from 2023 onwards. More important is a net cash flow per share accretion. I believe a lot in this and you see what it means, more than 10% and accelerating. EPi Anser Rossai will be above 10% from 2023 onwards, so much above as a WACC of both companies. The work of Hella is estimated at 7.5%. So you see that here, we are really creating values. Figures are speaking by themselves. The calendar announcement, we will make the tender offer in September, but it will take time because it will be concluded only with the antitrust, I will say, release. So it is why it will be mid November and probably for the closing will go to early 2022. Of course, it is linked with all, I will say, the time necessary for the process. In the meantime, HELLA will pay the normal dividend for 2021, Probably early October. The takeaways. We are speaking here about the creation of a global automotive supplier with an highly advanced technology portfolio. We are speaking about the 2nd biggest supplier worldwide. It's a combined business ideally positioned on key verticals, Electric Mobility, ADAS and Autonomous Driving, Cockpit of the Future, Lifecycle Value Management. We are speaking about 2 companies which have common values and culture with an industry leading ESG approach, which is, I believe, critical. We are speaking about strong profitability growth and cash generating, allowing on quick deleveraging, which will be our clear priority. The net cash flow generated in 2022 2025 will be close to EUR 5,500,000,000 and strong accretion and sustainable value creation for shareholders through significant synergies and cost optimization. And finally, a must own stock, one of the largest free float in the European listed automotive supplier universe. So sorry, I suggest now to start the Q and A. So I understand that I have to read the questions and that we will try, Michel and myself to answer that. So the first one is from Gabriel Adler from Citi. Are you considering other divestments in order to accelerate the deleveraging following the deal? Would you consider selling the Clean Mobility division, for example. We are not considering to divest Clean Mobility at this stage. We believe that Clean Mobility is an interesting business and accretive business for the group for the years to come. Any comment any additional comment, Michel? The list of the divestments, as you can understand, we don't want to give you the names because If we give a name, there will be discount to the set price. So it's for that. But you can be sure that in the deleveraging, We want to make at least €500,000,000 on both companies. We have as well some divestments to make on Florecia. The second one is from Salik Istjak from Citi again. Can you confirm if the €300,000,000 3 year term loan is unsecured? Question 1. Question 2, do you expect a debt that refinances the EUR 4,200,000,000 bridge term loan to be unsecured as well? Question 3, what maturity do you expect the new debt that will refinance the EUR 4,200,000,000 bridge to be. When do you expect to launch this deal? What is the pricing of the new 3 year term loan on the bridge loan? This is for you, Michel. Sorry to be So what I can tell you is that all the debts will be Paris Passau as it is today. And the fact that we are We say keeping the same rating is a clear insurance on that. What I can tell you as well, I did not mention that on the rally, But with the figures I show you, of course, we will not stay at the current trading. We will go back I will say, initial release, that means to improve, and this is our ambition anyway, our rating every 2 years at least And that means to become investment grade, I think, late 2024 or 2025. It is our common ambitions. All the debts will be Paris Passon, and I think no doubt on that. On As a refinancing, what I was mentioning is that we have forecasted, we said, to issue bonds with different maturities because we want to Rates and maturities. As you have seen as well, we have some nice capacity to reimburse. We have as well some cores in our existing debt. So We have the flexibility to do all of this. I will not today say or to take any commitment on the debt. We want to keep the flexibility to do the things at the right time and to optimize the cost of the financing. What we have seen today and what we have seen with the banks is that the global cost of financing, including everything, will be below or much below 3%. The next one, What is your thinking around the potential for a proportion of Hella minorities not accepting the cash offer? Would Florecia be comfortable having Hella remain listed? What cost of funding and rights offer discount do you factor into your accretion calculation? So Michel, the second question is for you. The first is for me. We are replacing with the 60% the Heller family who was managing the Heller group. So with 60%, we can execute our cost synergies and our cost optimizations. Of course, we will not stay with 60%. But if we wouldn't be able to delist the company, we will live with this. There is no specific need, we have the control of HELLA from day 1. The second question, Michel? The cost of funding, I repeat, less than 3%, including everything. That means underwriting fees and upfront fees. We have now a series of questions from Thomas Besson from Kepler Cheuvreux. So could you please clarify the need or not for Florezia to have a DA over Heller to control its cash flow and synergies? Explain why it would not be needed and if there is any minimum level of ownership you seek in Heller? Michel? So as Patrick was mentioning, It is what is called in German a KAGA. In French, it is a commodity. So with 60 percent, it is why the family was keeping 60%. We have the full control, which means we are nominating the management. Of course, we must do high things, not things against the company, but we can implement all we want And that means the synergies, because the synergies will benefit anyway to the 2 companies. So at 60%, we don't need any domination agreement. It is a fact. Of course, we are making a tender offer. And of course, we will buy all the shares available and we would be very happy to buy as much as possible. The second question from Thomas. Could you please quantify your ambitions for the combined entity as presented at the end of your press release? Are they conservative? Do they integrate further potential dilution? Yes, they are conservative, they are prudent, this is what Michel said, and they are not integrating further potential dilutions. Thomas, the next one. Could you please discuss the amount of goodwill, PPA we should expect the combined entity to have annually. Shall we assume it is excluded from your adjusted EBIT or EBITDA ambition? Yes. So we have estimated a goodwill statuary above EUR 3,000,000,000 We consider that it is a rough estimation that half will be amortized according to the IFRS rules that this will be a deep work to be done with our auditors, which means that on the basis of 8 years, something like that, we have taken into account €190,000,000 of amortization. So the EPS accretion I was giving was with this €190,000,000 amortization. Could you please again, Thomas, could you please elaborate on potential tax synergies between the two groups and mention the expected tax rate. Michel? Hello. Tax rate is a little early to speak of that. We have some synergies. Actually, we have to be clear. We will see how to implement that. It will depend as well on, I would say, the restructuring we make with the 2 We have clearly some big room of turnover on that. From Citi, Aside from interior lighting, where the technology overlaps are clear and the strategic partnership already exists, which product overlaps do you believe offer the most exciting opportunity for Foresea? So we do not have overlaps and which is I think the very positive aspect of all of that, but we have complementarities. So where do we have complementarities? When you look at ADAS and autonomous driving, We are coming with our bird eye. We have the parking automated parking solutions from assistance through valid parking. We are working on e mirrors. We have some sensors. This will be complemented by HELLA with its radar portfolio, including the 77 gigahertz, which is critical today, but not only with significant interesting portfolio of sensors and actuators. I'm also thinking about new systems like the electric power steering with softwares which are allowing failure modes, which is, from my point of view, extremely interesting in the next future and absolutely needed for ADAS and autonomous driving. When you look at interior or cockpit electronics, we spoke about the interior lighting, but not only, we have a significant business on displays, where certainly, HELLA will be able to complement with the backlighting with LEDs and micro LEDs. I think that this is very important. Again, and 60 gigahertz radar for the interior monitoring, HMI, which is also developed by HELLA today, sensors and actuators again. And where we spoke about electric vehicles, Heller is perfectly well positioned on the 3 key segments, which are the DCDC converters on 48 volts, but also on 400 volts, on the onboard charging systems and on the battery management system. While we are on the advanced battery pack, which is including some of these sensors and on the hydrogen solutions and the fuel cell solution. So you see that on electronics everywhere, we have possibilities to collaborate on the lighting very clearly in the interior area very clearly. On lighting, maybe one thing, which was also of high interest to us is that some of the new technologies on lighting are also contributing to new solutions on the ADAS side and on the autonomous driving side. So there is no overlap. There are additions to be made. And I think that putting together our highly talented people in Japan and Asia with the ones here in Germany, we will make a great business. The next one from Thomas of the P and L net interest charge for 20222023 post deal for a combined entity. Normtoma. It's really more the financial part than the strategic part, which is of interest. Portoix, Michel? I think it will be close to €400,000,000 if it is the question. Yes. The next one, Thomas, could you please explain the EUR 42 reference price for the reserved right issue. It's very simple. It's the 3 months weighted average closed the Friday before the last leakage of information. Gabriel Adler, Cite. Can you elaborate on how you will achieve the €200,000,000 cash optimization targets. The working capital profiles of Florezia and Hella are very distinct. So do you see an opportunity to align these? Or will it be more focused on CapEx synergies? Roughly, we are speaking of €100,000,000 for each line. CapEx, basically, clearly to leverage our, I would say, different field, clearly to align the plants to make combo plants and clearly to massify plants as well. So we'll accelerate some restructuring. On the working capital, what I insist, I was giving this figure of 10% of conversions for the HELLA part, 10% is still above as it appears. So it will be probably, I would say, an intermediary target. The next question from Thomas Besson. You mentioned revenue synergies, but Do you not see a potential revenue losses from clients concentrations? The answer, Thomas, is no. First of all, when you look at the geographic mix, we are stronger than HELLA in China and in Japan. So I think that we will be able here to support HELLA. And by the way, some of the joint ventures HELLA has or is in the process to achieve are again here complementary to ours. So we have no overlap from this point of view. When you look at the U. S, in U. S, we are very much complementor again. Hella is more on the GM side, we are more on the Ford side. We both are very strong with a famous electric vehicle manufacturer. When you look at Germany and Europe, we were in an takeoff mode as far as electronics is concerned in Europe. So no problem. It's quite a contrary. I hope that we will quickly benefit from the Heller intimacy with the German premiums especially. So and for the others, if you add up, I think that this is making the interest of this collaboration with Heller. We are stronger. We have more means and resources to invest in innovation and to support our customers on their global growth. Pierre Yves Kemener from Stifel. Morning. What has been critical in your view for Hella family holders to pick up Florezia's bid versus other suitors. Is the agreement on the 60% e Revocapu, add to this touch, difficult for me in English. Is it Florezia's intention to seek a domination agreement and the following delisting of Hella shares, how do you see key partnerships of Hella, HBPO impacted by contemplated Florezia Heller combinations. Many thanks, Pierre Yves. So what has been critical? I think that from day 1, the Heller family explained to us that there were 2 main domains. Equally important, the strategic proposal and the project for the future and of course, the terms and conditions of the agreement. We are working with Heller since 2018 and we are working quite well together. So we had the possibility to assess how close we are in terms of values, in terms of culture, but also in terms of strategic vision. And I think this counts. We were also able to show the complementarities. And again, they are very significant. The fit is perfect. And we see here the possibility to add the talents and the resources on both sides in order to accelerate our global profitable growth. So think that this was probably an important part of the decision. Of course, we had also to be competitive, era, but I think the family was family is, I should say, very involved in making sure that Hella's future and Hella's employees' future will be preserved in the best possible way. And Patrick, you could mention that you worked in Heller before? I worked for Heller between 91 and 94. And at that time, it was the CEO of Heller was Doctor. Behrend. Is it Florezia intention to seek a domination agreement? Michel answered this. The answer is very clearly No. Is it our intention to delist of Hella shares If we would be at 95%, yes, we would do it. But there's no obligation for us in terms of controlling the company. How do you see key partnerships of Heller? I think that this is too early to be answered. We will have to take the time with the HELLA management team to see how we will manage these partnerships, which we are valuing. Ethan Davda from Segante, why was the transaction structures as cash and stock for the HELLA family and only cash for all other shareholders. Would Florezia consider offering shares to minority investors instead of all cash? Or would you like to continue to have the participating in the upside in the combined company? So it's a little bit Maybe one thing, why this structure? First of all, we stayed in existing agreements. So we had we didn't have to go back to our shareholders in order to ask for different authorizations. This is one thing. The first thing is that sharing in kind 10% of shares, we found it an interesting move because we are interested to have the Hella family as one of our shareholders. It is, as I said, increasing the stability of the combined group And it has given a very strong sign to the HELLA employees, but also to Lipstadt that the family stays involved in the future of the combined group? Patrick, if you allow me, we have Structures the financing with 20% in share, 80% with debts. It is a good balance that we have defined To keep our rating first and through the deleveraging, through this, I will say, low contribution from capital increase, will create as a big value creation we have, we said it before. So it was different balances in order to ensure the value creation. Is the SPA with the Heller family irrevocable? Can the family accept a higher offer from a third party? Shell? No. No. No, sorry. No other answer. Stephanie Vincent from JPMorgan. What is your intention with the Heller bonds? Do you believe the change of control option will be triggered there? Thank you. You? I cannot answer to this question, Sam, because, of course, there is a close change of control and I think a close link with the rating. So we'll see what investors will do. What I can tell you is that we have anticipated that. 1st, HELLA has anticipated that because they have the cash. 2nd, we have kept a big liquidity. So if Hella needs, we'll make our homework. So we have, I will say, anticipate it's a case that investors will trigger, I will say, the clauses. Patrick, congratulation on the transaction. Can you talk about the opportunity to accelerate the product development in a high speed ADAS as well as high voltage solutions? Also from a customer or a Jio perspective, where do you see the biggest opportunity for Florecia? So I told you ADAS and autonomous driving are belonging to the few priorities we have set. We are conscious that we have to converge between low speed ADAS and high speed ADAS. We think that we have sensors and actuators which are critical to achieve this. We have to now select the functions which are relevant. And we have also, of course, to take into account the new electronic and software architectures. So it's a little bit too early to answer to this question, but be clear that this is an identified priority to us. From the customer and JUO perspectives, I think that we have a lot of possibilities in Asia and I think that Hella would confirm this. And on the electronic side, we have the possibility to grow our portfolio in Europe on an accelerated form. But I think that really the biggest potential for growth is Asia. Do you intend to reach an investment grade rating? I think that Michel answered this question. The answer is yes. And we would like to achieve it before 2025. I think that this is ending the different questions. Do we have others? No? We check Patrick, but apparently not. Okay. In which case, I would like to thank you for your attention, for your presence.