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M&A Announcement

Feb 13, 2020

Operator

Dear ladies and gentlemen, welcome to the conference call of Schneider Electric SE and RIB Software SE. As a reminder, all participants will be in a listen-only mode. After the presentation, there will be an opportunity to ask questions. If any participant has difficulties hearing the conference, please press star key followed by zero on your telephone for operator assistance. May I now hand you over to Amit Bhalla, Head of Investor Relations at Schneider Electric SE, who will lead you through this conference. Please go ahead.

Amit Bhalla
Head of Investor Relations, Schneider Electric SE

Well, thank you, operator. Hello, welcome everybody. Thanks for making this conference call to share the details around the offer that Schneider Electric intends to launch for RIB Software, which has been announced this morning. The press release and the presentations are available on the website and through the wire as well. This is a joint call. We have the managements of both companies represented. From Schneider Electric, we have Jean-Pascal Tricoire, Chairman, CEO, Emmanuel Babeau, the Deputy CEO and CFO, and Philippe Delorme, Executive Vice President, Head of the Energy Management Business. For RIB Software, of course, we have Tom Wolf, CEO, together with his colleagues, Michael and Mads, the CFO and COO. The presentation will be followed by a Q&A session. Let's kick it off now. We come back then for questions. Let me hand over to Jean-Pascal to take us through the transaction.

Jean-Pascal Tricoire
Chairman and CEO, Schneider Electric

Thank you, Amit. Hi to all of you. Well, I'm in Asia at the moment for business reasons, unfortunately, I cannot be in Stuttgart. Today on Schneider side, I let most of the mic to Philippe Delorme, who is in charge of Energy Management and has been the project manager of the offer on RIB, and Emmanuel Babeau, that we assume I will be sharing a lot of this presentation. As an introduction, because I think this move is really important and strategic, I would like to emphasize a few points. The first point is that the offer we launch on RIB today is very logical. Both Schneider and RIB are working to make the building, the construction industry, smart and digital, therefore, to make it efficient and sustainable.

If you remember, in the industrial environment, we've been building an integrated software suite with AVEVA, bringing together our portfolio of operation software together with the design and build software suite of AVEVA to create the new AVEVA. No need to say that that bridge between the build and the operation world has proven very unique and very convincing and very successful for our customers. In the building and data center environment, we at Schneider have been developing organically a portfolio of operation-focused software on digital services, cloud-based mostly. We call them the advisors. If you remember, Power Advisor, Building Advisor, Resource Advisor, which we have been growing steadily. What we contemplate doing with RIB is to do in buildings what we have done in industry with AVEVA, bridge digitally the world of construction with the world of operations.

One thing probably to be noted is that building is much less digitized than industry. The potential of that market is very important. Second point I'd like to make is that we confirm with this move our development in software. It's important to integrate that we do it in a very calculated and surgical manner. We do not intend to cover the complete value chain of digitization. We are not obsessed by the size of our software business. We are just obsessed by the value we bring to our customers and by the value we can bring to the software companies that join us. That means we add at Schneider to be able to bring new things to the companies that join us. Of course, we are obsessed by the value we can bring to our shareholders and their shareholders.

We want to be extremely precise in the blocks we add to the portfolio. Particularly, we do not go into building design, where the market is well catered with big names. We want to partner, and we already partner with those names. We point exclusively to the places where Schneider has a strong customer access, and where the software solution has a strong link to our operation software. From that point of view, RIB brings two important addings to our portfolio. A functionality we didn't have, and that all of our customers, building professionals, contractors, will digitize in the future. A software platform for planning, costing, and real-time construction monitoring. Second, of course, a focus on the building space, which is important, which AVEVA does, but which is not at the core of what AVEVA does.

Third point I'd like to emphasize is that I'm very excited because we can bring a lot to each other, and especially on Schneider side, we wish to bring to RIB the credibility of the name of a large company on the international sales network, which RIB has been building with a lot of effort and dedication over the past two years, but certainly this has needed a lot of resources. We believe that our alliance will allow RIB to focus its development and growth on adoption of iTWO, MTWO, particularly its cloud platform.

Fourth point I'd like to emphasize is that this operation is led by Schneider and not AVEVA because of the priority to build fast synergies with the Building and Energy Management part of Schneider, which is residing into Schneider, because of the common focus on BIM that we have at Schneider and at RIB, on the will of the RIB management to stay specialized and associated to the future of the new RIB within one identified company. You also realize that the structuration that we propose respects our principle for software, keeping RIB as one company to guarantee customers agnosticity from hardware on guaranteeing our employees and associates the specialization of the company in the field of software, while still benefiting from strong links with Schneider. Finally, I should say that Schneider and RIB have a common point.

We have strong European roots, but we have bet for a long time on the strong development of Asia, especially in construction. Tom, I, Philippe, are living in Asia, and we have been discussing with each other for a long time on what we announced today has been the result of multiple and long-lasting discussion between the teams of RIB and the team of Schneider to assess the convergence and the compatibility of our culture. I'd like to move to the slide presentation, and I'm moving to slide two. The highlights of this announcement are pretty simple. We are on a journey to build leadership in digital and sustainable smart building solution, which is an objective that both companies have in common. We want here to enable end-to-end building life cycle offering. Financially, we aim to be accretive to an Adjusted EBITA margin in 2021.

We offer a very attractive premium of 41% on the last closing price and 37% premium on the last three months. 16% of the shares have been committed by some shareholders of RIB. The deal is fully supported by RIB board. The RIB management will continue developing their company in their roles. Going to slide three, remind you that our mission, our purpose at Schneider, is to lead digital solutions for efficiency and sustainability, converging the world of energy and automation. Of course, what we are talking about today is geared to buildings and data centers. Moving on to slide four, I'm reminding you what I introduced you to in June last year during our Investor Day.

We propose a superior solution at Schneider because we propose a combination of four integration, the one of energy and automation, the one from endpoint to the cloud, which is EcoStruxure, the one from building and design to operate and maintain the life cycle integration, which is at the core of RIB and Schneider going together. Finally, the integration from a traditional way of managing a company side by side to the integrated way of managing the company. Here, what we are talking about is about point three, life cycle integration.

Slide five, you remember that a bit more than two years ago, we created the new AVEVA, doing that integration of the life cycle for industry and infrastructure in engineering and industrial software. What we are going to talk about later or today is about doing that for the building that we see all digital and electric, and where we keep building a software portfolio. Now I'd like to hand over to Philippe. Philippe, are you online?

Philippe Delorme
EVP and Head of the Energy Management Business, Schneider Electric

Yes, I am. Thank you, Jean-Pascal. Just to keep building on everything you said, we're going to try to go one level down and evidence it with a few specifics. Page six. We are a technology company, and our goal with our customers is to drive efficiency and sustainability. I'm leading Energy Management, which has a very strong core business. We've had loud and clear the fact that our shareholders and actually our customers saw an opportunity for us to further expand into digital and into software. The more we did that, and we made quite a bit of work to map the different options, and as Jean-Pascal said, be surgical on where to go. We really realized that to be relevant, we needed to be on the full life cycle with our customers to drive the right innovation.

If we go at page seven and try to really position the different offers. Jean-Pascal was telling you guys that in the industry, we created what we call that layer three, the digital layer, with AVEVA, and actually also joining force with what came from, at that time, Invensys and Schneider on the operate and maintain. Actually, what we are aiming to do today with RIB is very similar, and it's a parallel path in the building space. We have a core technology in connected products, in edge control. We build organically a fantastic actually set of technology in operation and maintain, our advisors, our digital services. Driving power reliability, edge VSC optimization, asset and sustainability. We clearly saw an opportunity to expand further, looking the full life cycle at the build phase.

That's exactly where RIB fits, which is building a very complementary or bringing a very complementary offering in construction software that allow Schneider Electric to bring a full life cycle experience to our customers, driving sustainability and efficiency. You see in that slide, partnership with other player in design, because indeed, we believe there are big names in that space, and we've tried, and we've worked with these names to really plug and make sure that we would build the best complementarity with those people. If we go on slide eight and really look a bit at the big picture, what are the customer needs and the market opportunity? Again, if we make the parallel to the previous page, we at Schneider have been pretty active on the OpEx phase, driving energy efficiency. That's something that we've been talking about for the past 10 years at minimum.

Asset efficiency. Our value proposition is very strong here, but actually there is equal, if not greater value proposition to be delivered at the CapEx phase. 90% of the construction project run over cost. There is a lot of waste, 30% waste, which actually is related to the fact that we are at the beginning of the digital journey. There was a McKinsey survey that was showing that the more digital, the more efficient. When we look at the whole industry, we believe that at best, the users in this industry are digital at 5%. That's the very best, because in most countries, it's actually more around one and two.

All of this shows that we are at the tipping point of really a massive deployment of digital technology in the whole construction. We see, therefore, a double-digit market growth opportunity. We believe RIB is ideally placed here with the support of Schneider to expand this capability. I'm going to pass it to Tom. Tom, you're the Chairman and CEO of RIB, tell us about your company.

Tom Wolf
Chairman and CEO, RIB Software

Yeah, thanks, Jean-Pascal and Philippe. I could not agree more with your words and your strategy. Our vision from RIB is to digitally transform the building and infrastructure industry into most advanced industries on our planet, and to create next generation of living. This means we are working very hard hand in hand, to reach a carbon-free and sustainable living space by 2050. This is such a big task, where I believe joint forces is the best way to reach this very important target. RIB is positioned as a global market leader in digital transformation of this industry. We are more on the build sector. We are not on the design sector. We are on the build sector, and here we have reached a leading position.

When you look deeper in RIB, we are the cost guys, so we are world champions when it comes to cost and time. We are combining, in the future, 3D design with cost and time to come to a real 5D solution, which allows in real time to monitor projects. This not only on a project level, but on an enterprise level, because all our industry players are thinking about how to digitally transform their business. Here we try to bring the best solution. The best solution means today, cloud platform. Only the re-platforming of the software industry is ongoing. We have created a cloud platform, which is now rolled out worldwide. We have also competitor from Silicon Valley who are employing 1,000 salespeople to win the market.

We had to join forces to make sure that our platform, our cloud platform, can really win this competition. RIB at a glance, we are founded 61. We are maybe the oldest worldwide software company in the construction vertical. We are headquartered in Stuttgart, we have also an international headquarter in Asia, and we have around 2,700 employees, increasing employees very fast. We have the most people on the ground in our sector. We are working in 26 countries with 100,000 clients, we have already 500,000 user who are daily using our technology. Our revenue is around EUR 240 million in 2019. We announced numbers today. Our EBITDA is 23%, or a little bit more than 23%, or EUR 50 million. We have two products.

One is called iTWO 4.0, which is a completely cloud platform, which can be implemented within 48 hours. We are also offering infrastructure as a service, because a lot of companies in this fragmented market are not big enough to have their own infrastructure. Here, cloud helps. We have a partnership with Microsoft in the go-to market. With the Microsoft on the one side and Schneider on the other side, we believe we are now super strong in winning this market. I want to hand over now to.

Philippe Delorme
EVP and Head of the Energy Management Business, Schneider Electric

Thank you, Tom. Clearly, great capabilities. If we are back to customers, one thing that actually we find very compelling is that we are talking to the same customers. These customers are end users, they are contractors with a general contractor, mechanical, electrical contractors. The great thing here is that Schneider has a huge customer base, partners, and really end user customers. What we did over the past months was to talk to our customers about the RIB capabilities and see how they would react. I would say two things I retain are very striking. One, extremely excited by the value prop and what it would bring for them.

You have on page 11 a few example, a large home builder for which RIB would allow a clear improvement of its EBITA by being much faster to respond and much more accurate to respond to quotes. A co-location data center provider that today is using Excel, I'm not going to name that company, to do the whole project estimate and for which using RIB would mean a 40% productivity improvement, and/or a large general contractor for which using RIB costing module would mean a 60% improvement of cost accuracy, and actually behind this, much more efficiency into doing this business. That's just a subset of customer example, because we've been extremely diligent to look at many different other customers, electrical contractor, mechanical contractors. We're discussing yesterday with Tom about a customer very far away from where we are on more the Pacific zone.

That was an end user, and that actually is very close to passing another MTWO. Really a lot of complementarity here and capacity for Schneider to open doors. I would say for Schneider, another benefit which is complementing the whole value proposition we have with our customers, with value props that are really, really important at the C-level. A reinforcement of the intimacy we would have with the hundreds of thousands of customers that Schneider is reaching every day. That leads me to page 12, where we see, really with this operation, a full alignment with our strategy to expand our digital offers in our key end market. You know that our building and data center market is more than 50% of our sales, so that's really important.

In the previous slide, I was trying to show where RIB fits in our EcoStruxure stack, so really at level three at the phase of construction. The point I was just listing before, which is it's helping our customer engagement more at C-level, because our value proposition would be extremely meaningful and important for our customers. I would say last but not least, expand our share of software and services and make Schneider an even stronger digital and software company to position ourself in the whole digital and the electric world. Page 13, very important also to state what Schneider Electric brings to RIB Software. For sure, a long-term shareholding position, which is really important, combined with the capacity to accelerate the international expansion of RIB.

When I say we are today at the tipping point, it's a race against time to be in front of customers and expose the best technology to the biggest number of customers. Clearly, Schneider brings a deep domain expertise in efficiency and sustainability in the field of building, more at the OpEx phase, but I would say pretty much end-to-end. Of course, the whole customer relationship with the 500,000+ partners we have in the world, which are for RIB, a fantastic opportunity. We've been speaking at length with Tom about that. We're going to move to, let's say, the key parameters of the offer, and nobody would be better than Emmanuel to talk about that. Emmanuel, up to you.

Emmanuel Babeau
Deputy CEO and CFO, Schneider Electric

Thank you. Thank you, Philippe. Good morning, everybody. Indeed, we are moving to the main features of our offer, and we believe that it is clearly a very compelling offer for RIB shareholders. The first thing is that we are making our offer under the form of a voluntary tender offer for all of RIB's shares. The offer price is EUR 29 per share in cash, it does represent a 41% premium to current share price and 37% premium to the three months VWAP. We put a minimum acceptance threshold of 50%+ one share on the fully diluted basis. We do not intend to enter into a domination agreement with the company. Jean-Pascal mentioned it, the deal has been fully supported by RIB's administrative board. The CFO and the CEO, so both Michael and Tom, have committed to tender half of their shares, i.e., 9%.

RIB will also tender about 7% treasury shares, and that means that we have secured already 16% of RIB shares. The CEO and the CFO will continue in their role, and they will remain on the administrative board. The offer is, of course, subject to antitrust clearance, notably in Germany, in Austria, in Czech Republic, in the U.S., and in South Africa. That will also require CFIUS approval. I am now moving on page 15, the financial impact on Schneider Electric. I think we've highlighted it through the call. We expect strong revenue synergy by putting RIB and Schneider in the same team, and we are clearly ambitioning a nice double-digit organic growth for the future of RIB. When we look at the impact on the profitability of the company, there is this synergy that are going to drive up the margin rapidly.

We do expect to have this transaction to be accretive on the Schneider Electric adjusted EBITA margin in 2021. We have a clear plan to get to 20% in 2022, so very fast acceleration together with the top-line growth of the profitability. When we look at RIB's guidance for 2020, they said unexpected EBITDA between EUR 57 million and EUR 65 million. That means that our offer is offering a multiple of 23.5x on the expected multiple for the transaction. That give a multiple that is clear, thanks to the guidance. The transaction will be immediately neutral or positive to Schneider Electric EPS, of course, excluding the possible one-off transaction cost, and the ROCE is expected to cover WACC by year five. Moving on to page 16, which are the next step.

We are going to file before end of February the draft offer with the BaFin, the regulatory body of the German market. We expect the start of the acceptance period in March, and an end of the acceptance period in April, and that will need a settlement at the end of Q2 2020. I now hand over to Jean-Pascal for the conclusion.

Jean-Pascal Tricoire
Chairman and CEO, Schneider Electric

Well, that will be a very short conclusion. As you can see, RIB and Schneider share the same vision for the building, of course, smart and sustainable, share the same vision for the need to streamline the life cycle of the building. We've checked over time, certainly more so over the past months, but discussing and working together over the past years, that we had the same corporate culture and entrepreneurial spirit in the field of construction. We are all very excited to combine forces to allow RIB to really focus on growth, on allocating its resources to the deployment of its platform. That concludes our presentation. Amit?

Amit Bhalla
Head of Investor Relations, Schneider Electric SE

Well, yes. Thank you, Jean-Pascal. Thank you, all. Let's move now to Q&A. Just a point before we start taking questions. For everyone's info, the recording of this call should be available by about 1:00 P.M. CET. That's just for info. Let's start on the first question, please, operator.

Operator

Thank you very much. We will now begin our question and answer session. If you have a question for our speakers, please dial zero and one on your telephone keypad now to enter the queue. Once your name has been announced, you can ask a question. If you find your question is answered before it is your turn to speak, you can dial zero two to cancel your question. If you're using speaker equipment today, please lift the handset before making your selection. As a courtesy to the other participants, may I finally request that you limit the number of questions you ask to two at a time. One moment please for the first question. We've received the first question. It is from Ben Uglow of Morgan Stanley. Please go ahead. Your line is now open.

Ben Uglow
Managing Director, Morgan Stanley

Good morning, thank you for taking the question. It was really just to understand the management retention aspect. I don't know if that's a question for Tom or for Jean-Pascal, in terms of tendering half of the shares, in terms of the remaining shares, are there lockups around what the management can do? In terms of continuing, are there going to be specific lockup agreements in terms of how long the existing management stays with the company?

Emmanuel Babeau
Deputy CEO and CFO, Schneider Electric

Jean-Pascal, you want to take it or you want me to take it?

Jean-Pascal Tricoire
Chairman and CEO, Schneider Electric

No, T ake it.

Emmanuel Babeau
Deputy CEO and CFO, Schneider Electric

First of all, Tom Wolf and Michael have actually proposed to tender all their shares. We've asked and been really specific that we wanted the two of them retain half of their share to be very strongly incentivized to the project. We believe it's important. Jean-Pascal Tricoire was talking about a joint entrepreneurial culture, we are very attached to it, I think we share the same vision in that regard. We think it's really important. In terms of lockup, there is a sort of lockup that would last for 14 months

That's a starting point. I would say Michael and Tom are very committed to the success of this operation. I think you've heard that also through the call. The fact that they are keeping some shares is to us a very important condition for that. There is a current contract up to December 2022, which, let's say, clarify the future for the coming three years. I would say we are going to take things step by step and learn as we work together.

Ben Uglow
Managing Director, Morgan Stanley

Understood. Are there any other sort of separate things in place for the, let's call it the divisional management or the other senior employees? I'm just trying to understand the ability to keep people on board.

Tom Wolf
Chairman and CEO, RIB Software

Yeah. We have agreed that we continue all the agreements and all the relationships with our top leaders. Because we have over years a relationship with Schneider and Schneider leaders have presented on our summits, our people know Schneider very well, and we could get a feeling that this will be seen as a big step forward and fully in line with our top management.

Ben Uglow
Managing Director, Morgan Stanley

Okay, great. Thank you very much.

Amit Bhalla
Head of Investor Relations, Schneider Electric SE

Thank you, Ben. Let's take the next question.

Operator

The next question we've received is from William Mackie of Kepler Cheuvreux. Please go ahead. Your line is now open.

William Mackie
Head of Capital Goods Research, Kepler Cheuvreux

Yes. Good morning. Thank you for taking the question. I believe in the past, RIB has developed its business through a series of acquisitions of IT service providers. Now that you are joining forces with Schneider Electric and able to utilize their footprint for distribution, do you envisage a change in the way that you bring this product to market? How would that change develop against the backdrop of the shifting sort of revenue agreements, which is a second, I guess, subsidiary question as we move towards a subscription model as opposed to just selling pure licenses.

Is there a change in the revenue outlook? That's the first question. The second, you have a platform, I believe, called YTWO, which is quite interesting. It's a procurement platform for building products. I wonder what the plans are for using that, given that there's obviously a lot of cross-synergy potential between your software platform and Schneider Electric's interest in distributing product.

Tom Wolf
Chairman and CEO, RIB Software

Yeah.

William Mackie
Head of Capital Goods Research, Kepler Cheuvreux

Thank you.

Tom Wolf
Chairman and CEO, RIB Software

First of all, we have a five-year plan. We shared this five-year plan with a lot of interested parties. As you know, half a year ago, we announced that we are open for discussions with strategic and financial investors to strengthen our shareholder base. We have given this five-year plan with all the details that we have developed, and sales network now over this M&A investments. Now we have this global sales network, which can help now to utilize all the client relationships which we win with our new partner. It's very important to know that with this MTWO cloud offering we have now a product which can be implemented in 48 hours, which is a product which can be used by such sales organization.

I believe with Microsoft and Schneider and with this teamwork in sales and with our network, we are now very well positioned. It's within our five years plan, which we have announced one year ago and which we have shared with a lot of parties. We find that the match here with Schneider was the best match. We don't expect that we are having a different plan now in the market, so we are only sure that the execution of our plan is now highly secured within this alliance or within this strategic investor solution.

Amit Bhalla
Head of Investor Relations, Schneider Electric SE

All right. I think I move to the next question. I understand that there are probably several questions in the line. Can I just request everyone? Let's keep it to one question per person. We'll come back as time allows. Operator, next question, please.

Operator

The next question is from Gaël de Bray of Deutsche Bank. Please go ahead. Your line is now open.

Philippe Delorme
EVP and Head of the Energy Management Business, Schneider Electric

Yes. Good morning. Thanks very much. I think Schneider now offers a number of digital offerings for buildings and data centers, including energy efficiency, software solutions, electrical design capabilities, and now BIM. Is there a plan to integrate all of these competencies? Would it make sense, first of all, to do that to put everything under the same roof? On that one, we are very incremental, meaning I think Jean-Pascal said it, we are doing our strategic work to be surgical on capabilities that make sense. After that work, we saw that this expansion was really making sense for our customers. One, we want to make sure that we do the best job we can to support RIB's expansion. Then step by step, we are creating the links, being very practical with our customers and test what works.

We believe there is a great synergy between the build and the operate and maintain. By the way, we see other players doing similar paths. We are going to create bridges between this team and between this technology. The great news is that EcoStruxure is fully cloud-enabled, very open, and we share this belief, with Tom and team, to connect the dots between the different platforms. You've seen that we made some move with IGE+XAO and ALPI, more in electrical CAD. When you do a full design of a building, of course, electrical is a key attribute where you need to connect the dots.

We also are going to connect the dots with our customer in a very pragmatic manner, learn from that, and then iterate, which is really the way we are doing in digital. Yes, we believe there is an opportunity to connect the dots. We are going to learn by doing, and by doing that, we're going to be smarter and keep building our plan going forward.

Amit Bhalla
Head of Investor Relations, Schneider Electric SE

Thanks, Gaël.

Jean-Pascal Tricoire
Chairman and CEO, Schneider Electric

Philippe, if I may compliment Amit. Gaël, on your question, I think take the example of AVEVA. On one side, we have gained a lot to supply complete solutions, inclusive of connected products, controls on the software layer. At the same time, from the beginning, I think I've shared that with you guys from the beginning, we completely recognize that the software layer is different. We want it to be agnostic. We want it to be specialized on software to attract the best talents. That has been a very strong credo on our side. What we are showing is that on one side, we want to maintain the specialization to be the best software company among software companies.

At the same time, build the bridges with Schneider, which we have really succeeded to do in industry, so that we make those software companies benefit from all the introductions that we have with customers. Putting everything under one roof is sometimes not the best recipe to make things happen. It all depends on the case. Some people want it integrated. The reality is that we speak to the same customer. Those customers are facing the holistic equation of integration real-time on design. This is what we believe that has been our strategy since we integrated the software of Invensys, and we keep going into that direction.

Gaël de Bray
Head of European Capital Goods Team, Deutsche Bank

All right. Okay. Thanks very much.

Amit Bhalla
Head of Investor Relations, Schneider Electric SE

Thank you. Thanks, Gaël. Next question, please.

Operator

The next question is from James Moore of Redburn. Please go ahead. Your line is now open.

James Moore
Partner, Redburn

Morning, everybody. I have a question on the competitive landscape. I guess it might be for Tom. Tom, I believe you operate in the construction re-platforming market, which I gather is quite a small part of the overall construction IT software market, maybe 10%. As I'm a complete novice to this market, can you help us understand what it is you actually do and what you don't do compared to some of the bigger companies out there, like Autodesk, and who the real competitors are and what the sort of market share pie chart looks like in your world?

Tom Wolf
Chairman and CEO, RIB Software

We see ourselves as complementary to companies like Autodesk. When you look on our technology, it's a kind of bridge between design and finance. We are bridging the design data to the finance data. The difference to the most offerings is that we are a kind of enterprise solution. Enterprise solution means we can connect thousands of projects. We can connect around the world, all data. When you look on competition, actually, at the moment, there are some Silicon Valley activities who are trying to build a platform which is also fully native cloud and can support the transformation. At the moment, when our clients worldwide, they are looking to digitalize their business, they have understood that there is a value in their data. To collect all the data is now the most important task.

When they have the data all collected, then they can use artificial intelligence and such technologies to develop new business models. In this market, which I believe will dominate the IT market in this building vertical. In this market, I would say at the moment, iTWO is in a lead position. I don't see anybody far behind us. This was the comments from Microsoft when they introduced our partnership. There are some Silicon Valley companies want to win the platform race. We believe now with the partnership with our strategic investor, Schneider, we have a very nice position to win this race. Autodesk, for us, is a very complementary, I would almost say partner, who has the same vision to digital transform and to win the companies using BIM technology, means 3D technology instead of 2D drawings and the traditional way of doing construction.

Philippe Delorme
EVP and Head of the Energy Management Business, Schneider Electric

Maybe to wrap it up, really in the whole BIM, our advice would be that when you go and assess that market, really look at the design and then the build as two complementary markets. Actually, the competitive landscape is really different in the design and in the build. As we said, we at Schneider don't want to go to design because we believe there are established players that are well in place, Autodesk being clearly one of them, and probably the most important one. In build, we've done our homework, and we see really a handful of people that have the size of RIB. When we've done the homework of technology, we believe RIB brings the best capabilities in term of platform, cloud, and capacity to bring together the planning, the costing, and the real-time management of construction.

James Moore
Partner, Redburn

Thank you very much.

Amit Bhalla
Head of Investor Relations, Schneider Electric SE

Thank you, James. We take the next question, please.

Operator

The next question is from Guillermo Bonilla Lojo of UBS. Please go ahead. Your line is now open.

Guillermo Bonilla Lojo
Equity Research Analyst, UBS

Thank you. Good morning. It's Guillermo Bonilla from UBS. Just a question on the synergies. I guess, RIB having now the access to Schneider's knowledge and content and context in the architects and specifiers. I wonder if you can give us a more granular number when it comes to revenue synergies that you're factoring into some of the assumptions. Obviously not specific numbers if you can't, but some kind of guidance as to how to think about this and whether that actually, related to the last question, helps you in the competitive landscape with companies like Hexagon Smart Build not being able to have the same access as you do.

Tom Wolf
Chairman and CEO, RIB Software

Very important is that we have announced a five-year plan or a midterm plan where we have given targets to the whole market, and this we have announced already end of 2018. This plan is to increase our revenue and to increase our client base very strong in the next years. From my side, I can say that with the investment of Schneider, we have a stable shareholder structure, and we have a fantastic partner to execute the plan which we have announced. I would not raise the plan at the moment. I would say with the strategic partnership in a changing world, it's more safe now to execute this plan, which we have announced to the whole market in all details.

Philippe Delorme
EVP and Head of the Energy Management Business, Schneider Electric

Maybe to complement. We've done some joint work, before announcing that, to really substantiate the meaning of this combination. We've met with a lot of customers. When I was mentioning those three examples, there are many more, and we feel strongly on the capacity to indeed open the doors for RIB technologies.

Amit Bhalla
Head of Investor Relations, Schneider Electric SE

Thank you, Guillermo. Next question.

Operator

The next question is from Dustin Muldner of Pareto Securities. Your line is now open. Please go ahead.

Clint Tuel
Analyst, Pareto Securities

Hey, good morning, everybody. Actually, it's Clint Tuel, but still from Pareto Securities. My question is on the listing. Do you plan to keep the listing of RI B share longer term, or do you plan to make a squeeze out at some point in time? Thanks a lot.

Emmanuel Babeau
Deputy CEO and CFO, Schneider Electric

Maybe I can take that one. Emmanuel speaking. As we said, we are making an offer for all the shares of the company with the understanding that Tom and Michael are going to keep half of their shares. We believe that it's a very compelling offer for the shareholders. If, as we expect, all shareholders are bringing their shares to the offer, then we will be in a situation where we will keep only a small number of shareholders, and then, of course, the squeeze-out question will be on the table. I think it's just too early to answer because we don't know what's going to be the final outcome. Therefore, I cannot be more precise than that at this stage.

Clint Tuel
Analyst, Pareto Securities

All right. Thank you.

Amit Bhalla
Head of Investor Relations, Schneider Electric SE

Next question, please.

Operator

The next question is from Tanuj Agarwal of Barclays. Please go ahead. Your line is now open.

Tanuj Agarwal
Equity Analyst Capital Goods, Barclays

Hi, good morning there. This is Tanuj Agarwal from Barclays. I have a question back to on synergies, actually. You specified double-digit organic growth with Schneider. What's the synergies we should assume which comes to Schneider with this acquisition please? If we can have some ballpark numbers around how we achieve the EUR 1.4 billion valuation for the company.

Philippe Delorme
EVP and Head of the Energy Management Business, Schneider Electric

We consider that when we help RIB selling, it's good for Schneider. To be really simple, we think that the biggest source of synergy, and that's really what we're going to work upon first and foremost. In the back, of course, we're going to work on the technology to make sure that things are better connected. I think we've been very clear on that. Sales synergy first to help RIB develop its sales.

For sure, for Schneider, it will mean better customer intimacy with the general contractor, with the end users. That will help us to sell more. I would say to quantify things simply, first and foremost, we'll drive the sales support we're going to give to RIB. I would say very similar to the model we had with AVEVA. We saw with AVEVA that actually it was a win-win on both sides because it was helping us to be more relevant on the whole rest of China.

Tom Wolf
Chairman and CEO, RIB Software

I would like to add here one point. RIB technology stands for simulating the whole process before you will build. Here we have material, labor and equipment. In the future, every big project will be simulated in all details, in BIM, in 3D, defining all materials, all labor and all equipment in a project. We believe that in this time it's very important that there are databases available where all materials can be used and can be tracked in a project. We believe at the moment with RIB Software, there are more than EUR 100 billion of projects are created. When this is done in all details, I believe it can have a very nice impact on the product selection in the future and can have a nice impact also on our partner side.

Philippe Delorme
EVP and Head of the Energy Management Business, Schneider Electric

In the end, we bring jointly efficiency and sanity for our customers, which is really a big deal.

Amit Bhalla
Head of Investor Relations, Schneider Electric SE

All right. Thank you. Next question.

Operator

Thank you. The next question we've received is from Tom Beckmann of Jefferies. Your line is now open. Please go ahead.

Tom Beckmann
Head of Event Driven, Jefferies

Hi, good morning. A couple of short questions from me, please. Could you say whether, if RIB pays a dividend for the last financial year before the offer closes, whether that would be deducted from the EUR 29 offer price or not? Could you comment on why you feel it was necessary to file with CFIUS if you consider any parts of RIB's business to be particularly sensitive with respect to the U.S. government?

Philippe Delorme
EVP and Head of the Energy Management Business, Schneider Electric

Emmanuel, you want to take that?

Emmanuel Babeau
Deputy CEO and CFO, Schneider Electric

On the dividend, maybe I will let you answer in Stuttgart. On the CFIUS, well, let's be clear. It's a very technical matter. It depends on the characteristic of the deal, and we've been advised that this transaction would require a CFIUS filing. I don't think I have more things to share about it. Maybe back to you on the dividend in Stuttgart.

Tom Wolf
CEO, RIB Software

The Stuttgart. Hello, Stuttgart. Dividend will not be deducted.

Speaker 18

Do you intend to pay a dividend before last financial year?

Tom Wolf
Chairman and CEO, RIB Software

We agreed to continue our policy, and we have announced it already. There is no midterm change in the policy at the moment discussed, and I expect that it will be continued.

Amit Bhalla
Head of Investor Relations, Schneider Electric SE

All right. I think in the interest of time, I think we're going to take the last two questions. Operator, let's have the first of the two.

Operator

Yes, sure. The next question is from Li Dunlop of JP Morgan. Your line is now open. Please go ahead.

Li Dunlap
VP and Senior Project Manager, JPMorgan

My question has been answered. Thank you very much.

Tom Wolf
Chairman and CEO, RIB Software

Thank you.

Operator

We go to the next question. It is from Jérôme Bruno of Invest Bank. Please go ahead. Your line is now open.

Jérôme Bruno
Analyst, Invest Bank

Yes. Good morning, gentlemen. Quick question if I may. You as management of RIB Software is keeping half their holding. Could Schneider ask them to tender should the level of 50% were not reached without it? Thank you.

Philippe Delorme
EVP and Head of the Energy Management Business, Schneider Electric

Emmanuel, you want to take that one?

Emmanuel Babeau
Deputy CEO and CFO, Schneider Electric

Well, for the time being, the plan is what we've been clearly disclosing and depending on the situation, I guess everything can be rediscussed. For the time being, the plan is what we've been announcing. They keep half of their shares.

Jérôme Bruno
Analyst, Invest Bank

Thank you.

Amit Bhalla
Head of Investor Relations, Schneider Electric SE

All right. Maybe we'll give one more question because the previous one was already answered.

Philippe Delorme
EVP and Head of the Energy Management Business, Schneider Electric

You are very generous.

Amit Bhalla
Head of Investor Relations, Schneider Electric SE

Let's have one last question, please.

Operator

Yes. The last question we've received is a follow-up question of James Moore from Redburn. Please go ahead. Your line is now open.

James Moore
Partner, Redburn

Thanks for squeezing me in, Amit. I would like to just make sure I understand your financial plan really. You're talking about ROCE exceeding WACC in year five. I'm assuming 8%. I'd love to know if that's wrong, that's about 104 of NOPLAT. If I think about the current tax rate, that's about 150 of EBIT and 180-ish of EBITDA by 2024. I just wanted to check that that's basically the right ballpark. I wanted to compare it to the RIB five-year plan that I found on your RIB definitions on your website, which talks about the numbers way in excess of that.

Maybe you're talking about the market. Maybe you could help me here, you talk about the construction replatform market going to EUR 45 billion by 2025 with a 30% margin, which would be something like a EUR 15 billion market. The fact you hope to have 10% of that, which will be EUR 1.5 billion. I'm sure there isn't a massive mismatch, but maybe you could help me on how this plan compares to your existing plan and whether I got the numbers right on both sides or wrong on one side.

Tom Wolf
Chairman and CEO, RIB Software

We have not changed our view for the future, and we have announced all our view. We believe that industries like automotive industry are spending 3% of their spending in IT, and we believe this also will happen in the building and infrastructure construction industry. If this happen, of course, there will be companies who are going for this cake, let's say, for this revenue opportunity, and we believe we are in a good position, and here nothing has changed. We have competition, and especially new competition comes up around the world because software IT industry is a global business. We have not changed our targets, and we have also said how much percentage we want to grow. As you know, a big part of the growth was over acquisition, and the other part of the growth was over organic growth.

We have not changed our plan. We believe with the strategic investor, Schneider, in RIB, we are in a much more secure position because market has changed a lot. You know, we have a crisis in Asia. We have the Brexit. We have the trade war. We have a lot of things which came up. Climate change becomes a big topic. We believe now we are in the right shareholder structure to execute our targets. We have tried in the last years always to give the market the full picture, that everybody knows where we want to go and could evaluate us in the best way. This has not changed.

We feel we have a much more secure. We don't have to focus on shareholders and such a part. We can fully focus now on business execution. Therefore we are optimistic. If you have asked Google or such companies before or Tesla, what can they reach? Of course, there's a potential, but there's also competition in the market.

Emmanuel Babeau
Deputy CEO and CFO, Schneider Electric

Can I just add, you were asking about the WACC for the company. We view it today and, of course, happy to provide detail with a very low interest rate, rather around 7%. To beat the WACC, take, of course, as we said, strong growth for the top line and strong margin improvement. That when you combine the two, that you get to this ROCE beating the WACC by year five.

James Moore
Partner, Redburn

Just while we're on it, are there any integration costs or tax changes that you could help us with?

Emmanuel Babeau
Deputy CEO and CFO, Schneider Electric

We don't today expect change in the tax situation of the company. In term of integration cost today, we don't expect them to be very material, and that's what we can share with you at that stage.

James Moore
Partner, Redburn

Very helpful. Thank you.

Jean-Pascal Tricoire
Chairman and CEO, Schneider Electric

James Moore, Jean-Pascal Tricoire, we are going to be more detailed, and we can certainly discuss more in detail with you. I think at the end of the day, what we are bringing to RIB's focus which is that we can focus on growth, we can focus on adoption, therefore generate more growth, and make sure the allocation of cost and resources is dedicated to profitable growth. On our base of customer, which is working on construction, actually, we enter the game at the stage of the construction, is eager to find tools to make themselves more efficient.

That's really the name of the game. Opening, as Tom Wolf was explaining before, a lot of the energy of RIB has been dedicated to opening international market. We have that international network, and we want to open plenty of other doors and really focus the action of the company on creating that digital platform for construction.

James Moore
Partner, Redburn

Very helpful. Thank you, Jean-Pascal. Over.

Amit Bhalla
Head of Investor Relations, Schneider Electric SE

All right. Thanks, all. I think we are at the hour. Maybe we conclude the call here. Just a reminder, at least from the Schneider side, we are still in quiet period. We have our annual results next week. Of course, we will have lots of chances for much more detailed discussions. Thank you all for your time today, and have a good rest of the day.

Jean-Pascal Tricoire
Chairman and CEO, Schneider Electric

I will speak to you next week.

Amit Bhalla
Head of Investor Relations, Schneider Electric SE

Thank you.

Emmanuel Babeau
Deputy CEO and CFO, Schneider Electric

Bye-bye.

Jean-Pascal Tricoire
Chairman and CEO, Schneider Electric

Bye-bye.

James Moore
Partner, Redburn

Bye.

Operator

Ladies and gentlemen, thank you for your attendance. This call has been concluded. You may disconnect.