Good morning, ladies and gentlemen, welcome to the Deutsche Börse AG conference call for analysts and investors. At this time, all participants have been placed on a listen-only mode, and the floor will be open for questions following the presentation. Let me now turn the floor over to Mr. Jan Strecker.
Welcome, ladies and gentlemen, and thank you for joining us at such short notice to go through this morning's announcement. With me are Theodor Weimer, CEO, Stephan Leithner, Executive Board Member responsible for Pre- and Post-Trading, and Gregor Pottmeyer, CFO. Theodor will take you through the presentation, and afterwards, we will be happy to take your questions. This conference call replaces our regular earnings call that was originally scheduled for 2:00 P.M. CET today. We will not go into any of the details of the first quarter results during the presentation, but you are very welcome to ask result-related questions during the Q&A. The link to the presentation material for this call has been sent out via email this morning and can also be downloaded from the investor relations section of our website. As usual, this conference call is recorded and will be available for replay.
With this, let me now hand over to you, Theodor.
Thank you, Jan, and good morning, ladies and gentlemen. Today's announcement marks a very important milestone on the strategic journey we embarked on a couple of years ago. Let me briefly summarize the cornerstones of our journey over the last couple of years. Early on, we identified secular trends in the broader data analytics space as one of our key growth opportunities. Our starting point was STOXX, a strong European index franchise. In 2019, as you perfectly know, we complemented it with Axioma, which added buy-side oriented portfolio and risk management tools. Based on the strong trend towards sustainable investing, the next logical step in our strategic trajectory was the acquisition of ISS in 2021, which added one of the global leading ESG providers to our group.
Today, we take a quantum leap forward to further accelerate the development at the forefront of the dynamic capital markets infrastructure industry. The transactions we announce today will contribute significantly to the further secular growth of Deutsche Börse. They will also deliver rapid expansion into highly attractive total addressable markets, further diversifications of our business mix and an ever-increasing share of recurring revenue. This is expected to create significant value for our shareholders because of additional long-term growth opportunities, strong synergy numbers with upside potential, and an expected re-rating of our stock due to significant increase in higher multiple data and analytics businesses. Let me take you through the different elements of today's announcement one by one. First, we are proud and very much looking forward to welcoming SimCorp, a leading provider of investment management software and solutions associated technology-enabled services.
As per the agreement we have reached with SimCorp, we will be making a voluntary takeover, public takeover offer to acquire all the outstanding shares in SimCorp at a price of 735 DKK per share in cash. The offer is intended to be unanimously recommended by SimCorp's board of directors. We aim to invigorate our already dynamic data analytics segment to drive additional growth and efficiencies by combining Qontigo and ISS. The combination of both will establish a leading quality-focused ESG data index and analytics provider. It will also allow us to explore value crystallizing capital markets options, including a potential IPO in the medium term. Last but not least, we will transform our current data analytics segment into a much broader investment management solutions segment.
We expect the cooperation partnerships with the segment and with the rest of the group to result in significant value creation generated from cross-selling and upselling opportunities and efficiency gains. In total, we expect run rate EBITDA synergies of around EUR 90 million. We are excited about the transactions we announced today and believe they will complement our new strategy, Horizon 2026, very well. Because of today's announcement, we have decided to postpone the Investor Day that was originally scheduled for June to autumn. This will allow us to holistically present our new strategy and midterm targets post-closing. SimCorp is a leading provider of investment management software and associated technology-enabled services, as you can see on page 3 of the presentation. Its flagship product, SimCorp Dimension, is a modular software package featuring front to back integrated investment management solutions.
It is a scalable platform with more than $30 trillion of assets managed on the platform. Which supports all asset classes and enjoys strong global recognition for its investment accounting services. SimCorp has demonstrated an exceptional track record of growth with double-digit revenue growth over the last five years. They are currently in the process of transitioning towards a subscription-based business model. Increasingly, clients move towards software as a service and business process as a service. As of now, already half of all SimCorp Dimension customers have moved to the subscription model. Let me also share with you, I'm personally extremely impressed with the senior leadership team of SimCorp. They are truly professional people with a strong working ethics. All in all, I think beyond the strategic fit, I see a great cultural fit to us.
On page 4, we outline the key financials of SimCorp and our outlook. As I already mentioned, the company has a proven track record of growth and profitability. In 2022, they achieved EUR 560 million gross revenue and adjusted EBITDA margin of 27%. More importantly, we believe that SimCorp has a tremendous runway for growth. We believe this very strong growth potential will be further unlocked by the combination with us, with Deutsche Börse. In the first full year after closing, presumably 2024, we expect SimCorp to contribute around EUR 600 million in net revenue and around EUR 200 million in EBITDA to our consolidated income statement at Deutsche Börse. This does not yet include the full run rate synergies.
On page five, we summarize some of the more technical details of the transaction. We will make a voluntary public takeover offer to acquire all the outstanding shares in SimCorp at a price of 735 DKK per share in cash, with the share tender expected to start in May. We believe the proposed price is very attractive to SimCorp shareholders, valuing the company at EUR 3.9 billion. We have set the acceptance threshold at 50% of issued shares, plus one share, which ensures a very high deal certainty. The transaction is subject to regulatory and shareholder approvals as well as other customary conditions. We expect to complete the transaction in the third quarter of 2023.
Together with the acquisition of SimCorp, we have also decided to further improve the setup of our existing data and analytics business, which is shown on page six of the presentation. It's the second cornerstone element of our today's announcement. We plan to build out a ESG data index and analytics proposition in the broader context of strengthening our investment management solution segment. We will do so by combining our ISS and Qontigo subsidiaries. Upon the completion of the combination, Gary Retelny, who is currently the President and CEO of ISS, will lead the combined business. For those who don't know Gary, he has more than 35 years of experience in senior roles at investment firms. He has held responsibility for overall leadership of the ISS business since 2011 and has very successfully expanded the company through strong organic growth and M&A.
We are very confident that the combined business will accelerate its development under Gary's strong leadership. As you recall, General Atlantic is a minority shareholder in Qontigo since their investment in 2019. After the combination of ISS and Qontigo, General Atlantic will become the sole minority shareholder in the combined entity and own a stake of around 20%. Both General Atlantic and Deutsche Börse strongly believe in the potential of the combination and its long-term success. To underpin this conviction, General Atlantic will invest fresh funds in the combined business. We have an agreement with General Atlantic that contains the optionality to IPO a minority stake in the combined business in the medium term. The third pillar is the investment management strategy. The investment management industry as such, is undergoing fundamental changes driven by the shift from active to passive.
The stronger focus on quantified and systemic investing to deliver alpha and a continuous trend to more digitized processes. In addition, the industry is seeing rising demand from asset managers for a consistent end-to-end view with a high need for customizable front-to-back platform solutions, which helps them to replace legacy systems and transform operating models. If you look at the left-hand side of slide 7, showing the composition of our new investment management solution segment and the value chain, you can see that SimCorp perfectly complements our existing capabilities from the ISS, STOXX and Axioma business by bridging the gap between the front and the back office. Contributing SaaS and BPaaS capabilities at scale. SimCorp allows for the creation of a full scope front to back integrated investment management solution platform as part of our group.
Comprehensively serving investors, banks, and asset managers and asset owners globally, they will continue to operate as an open platform under the well-recognized brand name of SimCorp. Slide eight summarizes the equity story, already explained over the last couple of minutes, and therefore I dare to skip this one and directly go to slide nine. Within the new investment management solution segment, we will be organized around two propositions. SimCorp, as a leading provider of fully integrated front to back investment management solutions and the combined ISS Qontigo business as a high-quality ESG data index and analytics provider. On the one hand, SimCorp will maintain and leverage its existing strong brand from its Copenhagen-based headquarters. It will continue to focus on delivering flexibility and efficiency to its client base. On the other hand, ISS Qontigo is an industry-leading platform delivery system and best-in-class scalable indexing platform.
The two propositions will closely collaborate and reinforce each other, which is a step change for the existing successful partnership of SimCorp and Qontigo. To put a scale and a step change for the new investment management solution segment into context, we show a few pro forma full year 2022 financials on page 10 of the presentation. The re-relevant KPIs increase by around 60%-80%. The transformation will significantly enlarge this segment, bringing its net revenue from around EUR 650 million in 2022 to around EUR 1.2 billion on a pro forma basis. This means investment management solutions will have a much more important relative size within Deutsche Börse as well, contributing roughly a quarter of our total group net revenues with a strong growth trajectory.
On the profitability side, the new segment would have generated around EUR 440 million EBITDA in 2022 on a pro forma basis. Let me turn to slide 11 to provide you with some details around the financial benefits that we expect. We believe that a new investment management solution segment will be able to deliver more than the sum of the single elements could achieve standalone. Based on the thorough work done so far, we expect this cooperation to deliver annual run rate synergies of around EUR 90 million to be fully achieved by 2026. Of these, around EUR 35 million are expected to be revenue synergies to be generated, for instance, via up and cross-selling to SimCorp's and Axioma's clients. The rollout of indirect distribution models with market data and services, security services, and via enhanced cooperation between ISS and STOXX.
We also see the opportunity to streamline duplicated capabilities and to optimize volume-related costs, which should deliver around EUR 55 million cost savings. We believe this estimate to be rather on the conservative side. Our estimation of the total cost to achieve these synergies is around EUR 100 million to be incurred mainly in the first 12 months post completion. This brings me to slide 12 with the details on the financial impact of SimCorp and the combined ISS Qontigo for Deutsche Börse. We will finance the SimCorp acquisition entirely with debt, which will be initially provided by a fully underwritten bridge debt facilities. We expect to take out these facilities with an optimum mix of existing cash and debt instruments.
We are comfortable that the additional debt will only have a minor impact on our rating, and we expect to achieve a AA- rating at group level, while retaining the AA rating at Clearstream level. We are committed to preserve a strong investment-grade rating also post completion of the transaction, naturally. Overall, we estimate the transaction to be mid-single digit cash EPS accretive already in the first year post completion based on the run rate synergies.
In addition, the ROIC of both transactions is expected to meet our cost of capital in the midterm. Let me conclude on page 13, which repeats our key messages. We are very excited about the additional opportunities that lie ahead of us. We think that this is a stringent continuation of the strategy we have successfully executed over the last few years. We are very much looking forward to presenting consolidated pro forma financials for Deutsche Börse Group and SimCorp and our Horizon 2026 strategy at the Investor Day later this year. As I have mentioned earlier, we have decided to postpone the event to autumn. This completes my presentation. Thank you for your attention, and we are now looking forward to your questions.
Ladies and gentlemen, if you would like to ask a question now, please press 9 followed by the star key on your telephone keypad. We kindly ask all participants to limit their questions to 1 per person. Please press 9 and star now to state your question. The first question comes from Arnaud Giblat, BNP Paribas Exane.
Yeah, good morning. During the presentation, you talked about EUR 200 million of EBITDA contribution in 2024. Looking at Visible Alpha, there's EUR 164 million, so I'm wondering what I'm missing. Is it a case that synergies are already... Does that number include the synergies or not? Because I think you're talking about 60% of synergies being achieved in 2024. Is this a clean number, and should we be adding the synergies on top or not? A subsequent question, I suppose, is this a net number? I mean, I understand that SimCorp is not growing as fast as Aladdin, for instance. Are you envisaging making some investments? If that is the case, could you perhaps give us a bit of color around that? Thank you.
Yeah, Arnuaud, thanks for the question with regard to the synergy, obviously important part of our strategy here. You are aware that SimCorp also has some cost saving already announced before the transaction. It's EUR 25 million this year and EUR 35 million cost saving next year. Our EUR 90 million, what Theodor mentioned, is on top of that, right? Out of this EUR 90 million, we roughly say it's EUR 55 million are cost synergies and EUR 35 million are revenue synergies. This EUR 90 million comes from both transactions. From the acquisition of the SimCorp company, but also from combining our Qontigo and ISS asset. These are the EUR 90 million on top synergies.
With regard to the investments, we guided and said we expect some one-off investments of roughly EUR 100 million to achieve that kind of synergy. To achieve 90 million synergies, we need some EUR 100 million cost to achieve. For severance payments but also for some IT investments, et cetera. The majority of these EUR 100 million investments will happen over the next 12 months.
Okay, that's helpful. Just if I can quickly follow up, on page four, you talk about EUR 200 million of EBITDA contribution in 2024. Is that pre or post synergies?
With regard to the capitalization of this EUR 35 million, what we basically included in that kind of synergy, according to IFRS standards, right? There's a need. It's a need to capitalize a certain amount of the R&D costs. When we did that kind of due diligence and we talked with the SimCorp, we identified that issue, and that's why we already included roughly EUR 35 million capitalized R&D costs in 2024, in the first year after completion of that kind of transaction. That's basically the EUR 200 million consist of EUR 165.
What's basically the market consensus EBITDA number for next year, plus this EUR 35, what you have to do from an IFRS accounting perspective. That adds up to the EUR 200 million, what we included in that presentation.
Okay. Then, we add the cost synergies on top. Thank you.
Sure.
Just quickly on the second point to shine a light on here, picking up on your reference with respect to the growth momentum. We are very positive and excited about the SimCorp growth momentum. As you know, they look at forward-looking recurring revenues, which they last year grew by 11%. They have just yesterday given the trading update. The first quarter has been very positive with 13% growth, so very well within their guidance range. That also translates in particular into sort of IFRS booked ratable revenue growth of also above the 10% very solidly again, also in Q1. In that sense, we see a very good-
momentum in a market that many others see as, you know, becoming not so easy to compete in.
Thanks. The next question comes from Haley Tam, Credit Suisse Financial Services.
Morning. Thank you very much for the presentation and taking the question. If I could just quickly clarify an EBITDA margin point and then ask about the growth outlook, please. On slide 10, you've given us those pro forma numbers, for 2022, which I think suggest a 37% EBITDA margin for the investment management solutions business. If I add in the revenue and cost synergies you've disclosed and also the EUR 60 million in SimCorp cost savings you just mentioned, then I think that becomes 44%. Can I just check that those calculations are correct because they seem quite dilutive to the current 58% for the group. That would be great. Secondly, just in terms of the growth outlook, if I can go back to slide 3.
This 12% forward-looking annual recurring revenue growth is obviously very impressive. You do say that's 60% of the growth revenue in 2022. I just wondered, is there any comment on non-recurring revenue? Is that supposed to be flat, or is it being replaced? Just so I can understand the dynamics there. Thank you.
Okay. With regard to the EBITDA margin, here we have included some pro forma 2022 numbers, right? That's also why we give some guidance with regard to 2024. Take these 2024 numbers where we basically say, "Look, the expected EBITDA is EUR 200 million. The expected net revenues are roughly EUR 600 million." Here you can derive that it's roughly 1/3 EBITDA margin according to Deutsche Börse logic. With regard to the outlook of that kind of EBITDA margin, we expect that will improve clearly significantly over the next years because they are also in a transition phase into software as a service company.
That's also why SimCorp decided not just to focus on IFRS numbers, so from a GAAP perspective, and give some additional guidance with regard to this recurring revenue. Therefore, they guided this 12%, right? Stephan Leithner just mentioned that even in the first quarter they are slightly above that level. We can confirm that. For non-recurring revenues, therefore, SimCorp did not give guidance.
Thank you very much. Can I just quickly ask, the comment re the IPO optionality for ISS and Qontigo, does that mean that's gonna be run separately from the rest of the investment management solution segment? Just to understand how that might work. Thank you.
Yes. Theodor Weimer here again. Indeed, right? We will combine both ISS and Qontigo, and we will combine ISS, Qontigo as a new entity together, with SimCorp under the umbrella of investment management solutions. We will IPO, we intend to IPO just the U.S. part, which is the ISS and Qontigo, part of this investment management solutions part. Not, of course, the SimCorp side.
Thank you.
The next question comes from Andrew Coombs, Citi.
Yeah. Morning. I'm gonna ask a couple of simple questions. Apologies, there's a lot going on this morning. Just first in terms of the transaction, I don't think you split out how much is cash versus debt. You've talked about bridge financing, but how much do you perceive to be cash versus debt, and what do you perceive the financing cost to be? That would be the first question. The second question would just be on SimCorp outlook. You noted there that they're going through a transition period as they grow the ISS proposition. Can you just elaborate on what the standalone revenue outlook was perceived to be? Anything that SimCorp has said previously, compared to that 10% gross revenue CAGR over the past 5 years? Thank you.
Yeah. Thanks. Thanks, Andrew, for the question. With regard to the funding of the transaction, the roughly EUR 3.9 billion, we communicated that we will do that fully by existing cash and debt. We won't use equity for that kind of transaction. For the offer period, we have this kind of bridge financing facility what is offered and supported by Morgan Stanley. The takeout will take place with that kind of cash and debt instruments, but what I mentioned after the closing process. With regard to your second question, SimCorp outlook, I think I already mentioned the annual recurring revenues or the 12%-17%, what they guided.
In parallel, they call it ratable revenue, what's in the range of 6%-11%. They do not give guidance with regard to IFRS numbers because as they are in that kind of transition process. It really strongly depends on how much of the SaaS transition and business process as a service happen in a year. Therefore, it's cleaner from a steering perspective to have these two numbers. Again, in the first quarter this year, they are clearly above these two guided numbers. In addition, from ISS perspective, they also guide an EBIT margin in the range of 21%-24%. For a year, 2023.
After the transformation, they guide some EBIT margin of, what was it? 26%, I think.
Twenty-eight.
Sorry. Thanks for that. 28%. After this transformation process. That's the guidance, what SimCorp today has.
I think, Andrew, there was still a question of cash versus debt. The mix of the financing and cost of debt.
Yeah. It depends when we want to close end of September. This transaction and we would have to fund it, what are the existing cash resources at that point of time. Our best guess from today's perspective is that we roughly do some EUR 3 billion long-term debt and some EUR 800 million out of existing cash or short-term commercial papers.
That's helpful. Thank you.
The next question comes from Ian White, Autonomous Research.
Hi there. Morning. Thanks for, thanks for doing the call. Just a couple of questions from my side, please. First of all, if I'm just looking at the SimCorp historical financials. I can see obviously the revenue growth has been strong, but actually growth in profits and cash flows has been much more modest over recent years. Can you just talk me through the dynamics there, please? How scalable is the business? Is there a sort of ongoing incremental sort of cost requirement that comes with the revenues? Can you just help me with that point, please? Then secondly, just want to make sure I understand the financials.
You say on slide two, I think, that the majority of the synergies relate to the current business rather than SimCorp. How much of the EUR 90 million run rate actually relates to SimCorp specifically, please? Just maybe just a very final point, just to clarify that I've got everything right on slide four. What you're saying is there's EUR 200 million of EBITDA contribution from SimCorp because there is EUR 35 million of capitalized expense and then whatever the SimCorp contribution on synergies will be in addition to the EUR 200 million. Can you just help me with those points, please? Thank you.
Ian, thanks for your question. Starting with your last question. Yes, as already mentioned, we expect for 2024 some 200 million EUR EBITDA and some 600 million EUR net revenue, and we include some 35 million EUR capitalization of the R and R&D investments, and that I think I've already mentioned. Indeed, this 200 million EUR are without the synergies. We gave also from the phase-in perspective some guidance with regard to the EBITDA synergies of 90 million EUR. We expect already in 2024 to achieve some 60%, so 54 million EUR synergies out of that. That should come on top of this 200 million EUR EBITDA.
Your questions, what is the split up of these kind of synergies? That's a little bit difficult to say because we combine now the different business we have today, in the different parts, where we combine Qontigo and ISS on the one hand side, and in addition here, SimCorp. Obviously there are also a need for strong and close cooperation, specifically with our risk analytic assets. So Axioma, you see also close cooperation with SimCorp here.
The only guidance we want to give today is that we say, look, it's the combination of this new investment management solution segment, and also already only in these segments we will achieve these kind of synergies. Other things are not included. Far, we give the guidance for this segment overall. It's a EUR 35 million revenue synergies and a EUR 55 million cost synergies. What I can say in addition, obviously from that, the synergies we can relate to this transaction with SimCorp is a higher number than the combination of ISS and Qontigo.
That was with regard to the synergies and the historical view has, right? So, your first question. Yes, we relate here to IFRS numbers, right? As the company is now in that kind of transformation in a software as a service company, so you would, you transform basically the existing revenue stream in a new revenue stream. Therefore the IFRS number is maybe not the best guidance. That's why the company decided to go for this annual recurring revenue concept or this weightable revenue where you basically exclude some one-timers. When you make a deal you get a success fee here, and then the maintenance fee come later on.
That's why you have some disruption here in these IFRS numbers. The idea of SimCorp is to focus more on recurring revenue on cash numbers, right? We will give additional guidance, how does it translate now in the Deutsche Börse business, and that's why we gave you these guidance of roughly EUR 200 million EBITDA and EUR 600 million net revenue next year.
From my point of view, it's Theodor again. I understand that you guys are a little bit facing the challenge to understand the net revenue development in the next years. Therefore, let me try to provide you with my perspective. We have said at Deutsche Börse we will grow organically in a range of 7%-8%, a little bit depending on cyclicality. At least 6% is secular. In the company where we are making this voluntary takeover offer, you can assume that even if it's getting translated into our business will grow beyond what we are expecting for our own business. The net revenue growth is at least on a level what we are having on the secular side and organic side.
That's point number 1, which is very important. We expect the company to grow, right, strongly, right, with a strong upside on the bottom line side, right? The growth in 2023 of SimCorp was at 8%. There is on the downside, for net revenue, there is not so much what you need to take into consideration.
Okay. Thanks so much for those points. Sorry, if I could just follow up on the synergy breakdown, please. I'm looking at footnote 3 on slide 2. It just mentions that most of the synergies identified within Deutsche Börse Group's current data and analytics segment. Am I understanding correctly that, you know, at least 45 million of run rate synergies are related to the existing business and at most 45 million relate to what you can achieve from SimCorp? I maybe I misunderstood your previous comment, Gregor, but have I got that right, please? Most of this is related to the assets that you already own.
I think the Stefan here. To put this into context correctly, as highlighted here, the balance between the two is the majority comes from our own businesses. As Gregor was already alluding, there is a bridge obviously existing between the two companies already that will contribute. That's the partnership between SimCorp and Axioma, which is a very powerful contributor to the revenue synergies besides the enhancement of our ESG index offering, as well as ESG data and many of the analytics products. Therefore, you know, in that sense, the balance between the two on the revenue side, you know, is one that is both in our side as well as on the SimCorp side.
When it comes to the cost side, as we have also highlighted on the more detailed page, we expect quite a number of volume-related costs. That includes, for example, also on the cloud side, that includes an important part of cost developments, obviously in the context of the software as a service delivery, both for Axioma as well as for SimCorp. Then it also includes data costs, which much more in our own businesses. In that sense, you know, the a number of the costs occur on both sides, in terms of the saving potentials, and we need to figure out the details once we have the businesses fully integrated then.
Okay, thanks.
Ladies and gentlemen, if you would still like to ask a question at this point, please press nine followed by the star key on your telephone keypad. As a reminder, we kindly ask all participants to limit their questions to one per person. The next question comes from Philip Middleton, Bank of America.
Yeah. Good morning. Thank you. I wonder, could you explain the rationale for creating this new investment management unit and then IPO-ing a minority of part of it? Why would you do that? Why wouldn't you either keep it all or IPO the whole? It seems like you're just building complexity into the business with that.
Thank you, Philip. Theodor here. Let me respond to your question as follows. Firstly, I think the whole capital markets infrastructure industry, right, is facing the challenge. There is a certain trend towards the buy side, right? Towards the buy side. Meaning asset managers, asset owners, and investors as such. We've embarked on this strategy right, early on, some five years ago, where we said we need to go more towards the asset management side, buy side, as you perfectly know, and we have done Axioma, we've done ISS. Both are much more focused on the buy side than the sell side, where we have historically had our clients. So point number one is a trend towards asset management and buy side, and this trend is structurally and is very solid.
The overall investment management service segment will grow above 5% for the next years and is the strongest growth overall, right? And much stronger than the sell side. That's point number 1. Point number 2, right, when we acquired ISS, it was, right, it was pretty clear that we once would anyways combine ISS with Qontigo. I've explained to many of our investors and during several analyst call meetings, I've always said, right, we will integrate ISS and Qontigo, given the fact that we have lots of synergies there, that it makes sense to have an integrated offer on the analytics side, on the index side, and on the ESG side. Given the fact that we had, I call it a ESG bonanza in the last 2 years, right?
I had agreed together with Stephan and Gary Retelny and our team, our senior leadership team at Qontigo, that we rather focus and go out hunting on the ESG side, and we have postponed the integration. I have always made clear that we finally should create this joint analytics unit, ESG, and and index unit. That's what we are doing now, right. On the other side, it's pretty clear we are lacking, if you take the value chain, right, we are lacking the middle part of the value chain of an investment management service part. We have the ISS. We have the front end of the value chain that the market intelligence, right. We have the solutions design part with Axioma. We have the portfolio management part.
We are lacking the middle part of the value chain, which is this risk management part, this reporting part, this accounting part, right, and this portfolio administration part as such. There, right, our SimCorp colleagues are extremely strong at, as you know, and therefore it's a perfect fit. That is the overall strategic log-logic, right, from my perspective. Of course, right, we are so interested, right, in this, in this joint investment management services, right, that we understand there are synergies between our U.S. operations, the newly defined unit of ISS and Qontigo and SimCorp. It's pretty clear, right? Of course, we want to create a path to exit for General Atlantic, right, in a couple of years, right?
As it is, I think it is fair. We believe in this business. We agree, right, that a path to exit is also creating some momentum for us to push this business forward, to create shareholder value for our investors. That's why we're going there. I do not see the huge complexity in it there, right? If we were to IPO, to list in 2, 3 years down the road, if you were to list, right, let's say 30% of the newly combined ISS Qontigo company, this would not create a huge complexity to us at all. We don't think so. We don't think so.
Okay. Thank you very much.
The next question comes from Michael Werner, UBS.
Thanks for the presentation, guys. A question, and apologies if you addressed this before. I missed a bit of the beginning. Just wondering about the market share evolution for SimCorp. You know, according to, I think it's slide 4, looking at the gross revenues versus the total addressable market implies, let's call it about an 8% market share. Has that been increasing and/or decreasing? And then maybe also on the expected or the forward-looking 12% annual recurring revenue growth. Can you give us an indication of, you know, what portion of that's being driven by, say, volumes versus pricing versus anything else? Thank you.
First on, in terms of clients, you know, to put this into context, the 271 clients which they address out of a total in their target addressable market of 1,800 is the way they look at it. They have been increasing that market share continuously, including both in Europe as well as in the US. The US being an important growth area besides the high growth for the asset owners in the Middle East and in Asia. They have been increasing these market shares in which they look in particular on the number of sort of clients that they cover and the number of clients that they cover across their full product offerings, including the cross-sell, which is an important part of the revenue growth momentum.
With respect to the recurring revenue outlook or the 13% that they have shown in Q1 is as Gregor has highlighted, is within the range that they have guided to. I think that's showing a very solid growth, mostly from the expansion of their product offering as well as the conversion to software as a service. That's the key driver, and that driver comes with a significant increase of per client revenues simply out of a broadening of the offering rather than just the pricing increase. To put this into context, in their recent sort of investor presentations, they have shown how the conversion to a software as a client results in singular situations around 2.3x the revenues that that client had before.
As they progress that conversion through their client base, we expect a material upsell as well as cross-sell, in addition to the new client momentum.
Thank you. The next question comes from Tobias Lukesch, Kepler Cheuvreux.
Yes, good morning. One question more on the process of the deal, with regards to approvals, regulatory approvals, any financial authorities, any competition authorities, anything we can or what authorities should we think of? Thank you.
Tobias, obviously, important question. With regard to the timeline, we will make our offer until end of May, right? Let's say within the next 4 weeks. The offer period will expire after 7 weeks, but can be extended. Overall, we expect closing until end of Q3. From a regulatory perspective, it's just a customary merger control approval in EU and US, what we have to do, it's no CFIUS, and we need the approval of the Danish Financial Supervisory Authority.
Very clear. Thank you.
Thank you, Tobias. It seems there are no further immediate questions in the pipeline, therefore we would like to conclude today's call. If there's anything else, please feel free to reach out to us throughout the day or over the next couple of days. Thank you for your participation.