Heidelberg Materials AG (ETR:HEI)
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Sep 11, 2026, 5:35 PM CET
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Investor Update

Sep 29, 2021

Christoph Beumelburg
Director of Group Communication and Investor Relations, Heidelberg Materials

Good morning. Good afternoon, everyone. Welcome to our analyst and investor call on the partnership with Thoma Bravo and the investment in Command Alkon. We announced this exciting transaction last night at around 6:00 P.M. CET. It's great that you could make it to the call at such short notice. In the call, as always, Dominik von Achten, our CEO, and for the first time, Dennis Lentz, our CDO, will go through some prepared remarks. If you haven't done so, you can find the presentation on our IR website, where you registered for the call today. After the presentation, we have ample time for questions. Over to you, Dominik.

Dominik von Achten
CEO, Heidelberg Materials

Chris, thanks a lot. Thanks to all of you for joining, and thanks also for Dennis to join us here as our new CDO as of September one. We start with a splash in the water, and you will be probably a little bit disappointed that I've read some of your reports from last night, and I have to say it's good that we have this call. It's very important to have this call because none of you has actually captured the reason why we did this transaction. Let me take you through the reasoning of that. Let's step back for a second and go back to Beyond 2020, where we basically said we are going to stand firmly as Heidelberg Materials on two pillars. One, is our core business that is very cash rich, very professionally run. Are there still rooms for improvement? Absolutely.

We are tapping those, and we've mentioned the portfolio management, the margin expansion, and I think we are well on our way. Secondly, a little bit in the background at the time, we said obviously we are going to push for transformation because we know the industry needs to transform, and we want to be the leader in two dimensions. One is the sustainability topic. I think there is no doubt out there that we have taken the leadership in that role, and stay tuned, we'll continue to expand that leadership. Digital transformation at the time, everybody was asking, what the heck are they up to? First industrial tech company. What are they trying to do? I think that's the reason we have this call today to share with you what we are up to.

The reason I made my statement at the beginning is because the core idea of this transaction is basically to bring something to surface that all of our investors have already paid for. That's data. We are selling currently our physical products for nice margins in different markets, but we produce every second millions of data points that are sleeping in our balance sheet, in our assets, and are not used. We have learned this over the last four years through our digital journey. I know we have not made a big fuss about this, deliberately not so, because with H Service, H Produce, and HConnect, we have realized the power of the data, and we have also realized that there is a way to monetize this data. That is exactly the reason we do this transaction.

It is monetizing the data that we are producing that our investors have already paid for. It is not replacing the existing revenues or the existing margins. It's actually putting additional growth and it's additional revenue and additional margin potential on top of the existing setup. That is the purpose of this transaction, nothing else. Some of you have speculated in your first reports, are they now combining their digital business with Command Alkon, with Thoma Bravo? The clear answer is no. We are going to stand on two digital pillars. One is our HConnect, our H Produce, and our H Service that is completely untouched from this transaction. We will build on that, with interfaces also going into the Command Alkon relationship, but it's absolutely our proprietary asset, and it will remain so, and it will continue to be built out.

In fact, we will accelerate that journey because the traction we have seen with almost 20,000 monthly active users globally is very good indeed. The growth rates are phenomenal, which tells us also, and that's the other point I think it's very important for you to understand, from our perspective, the industry is at a tipping point in terms of digitalization. You know this, everybody has been around for centuries in this industry. It's highly inefficient in many instances, and it's probably the last very large industry to tap into in terms of digitalization potential. Through our own journey over the last four years, we have clearly realized there is so much potential out there that we've decided internally to switch gears and basically go faster and accelerate the journey along that idea and along that dimension.

Again, going back to my original remark, this is adding on top of our remaining offline business, cash flow, revenues, and margin, the idea to unlock additional revenue margin streams from the data we own anyway and we produce anyway every day. The reason we were the perfect partner for Thoma Bravo is because through our digital platform, we were able to access this data basically real time. This is the pinch point that put us into a pole position in order to strike this transaction. Why Thoma Bravo? Guys, we are a very modest Southwest German company. We know what we can do, and we also know what we cannot do.

When we said we wanted to accelerate the digitalization effort, it was very clear for me and for the whole management team, if we do something like that, we better look for the best possible partner globally. We are convinced that with Thoma Bravo, we have found an excellent partner who can exactly add what we cannot do. We are great in running our offline execution. We have one global customer-facing platform, HConnect, that basically can act here as a springboard, but we are not a software provider. We do not have the operational expertise to run a software company, and we also do not have the expertise to do M&A in the software space.

In that respect, on page seven, we clearly believe that combining the strength of us and Thoma Bravo, we are very well positioned to accelerate the growth for Command Alkon and beyond. That also answers the question, from my perspective, before I hand over to Dennis, why 45%? As I said, we are modest. We do not believe that we are the best owner at this point for a software-driven, SaaS-driven, software as a service-driven business model. We leave deliberately Thoma Bravo in the driver's seat for them to drive, because they are so focused on strong growth, on high structural profitability, and we let them sit in the driver's seat deliberately, but we'll have a very good seat on level playing fields. We'll come to some of the other reasons we acquired 45% later on.

I know some of your questions are going along that line. I would hand over to Dennis, who will take you through some of the logic specifically around Command Alkon. Dennis?

Dennis Lentz
CDO, Heidelberg Materials

Yes. Thank you, Dominik, also for the framing. Let's continue maybe a little bit on slide number eight, and having read through your questions up front, I actually decided to say three things why we did not do this deal. It is for sure not giving up our digital end customer access. That's not the intent, and that's also not what we contributed to that partnership. It is for sure also not buying a stake in one of our software providers. We are actually at the moment rather a small customer of Command Alkon compared to other players in our industry. It is also not to get easier access to our digital tools or to digital tools of Command Alkon to drive efficiency, for instance, in logistics in our business. That's not the underlying rationale of that.

The reason why we do it is because we were looking for a vehicle, how we can monetize the untapped digital potential of our today's asset base and to give them a second or third life. It is also about finding and getting access to a vehicle, how we can better monetize the investments we do in our own digital customer experience. That is what is about. Command Alkon is the first step of that partnership together with Thoma Bravo. Now we want to use this to basically buy and build the ecosystem of the heavy building material industry together with Thoma Bravo. Let's maybe not so much go into the last levels of details of Command Alkon. I would almost say we go immediately to slide number 11, because like I said, it's not so much the product Thoma Bravo is having today.

Dominik von Achten
CEO, Heidelberg Materials

Command Alkon

Dennis Lentz
CDO, Heidelberg Materials

Command Alkon, which fascinated me. It's more the usage. As you know, the heavy building material industry is quite fragmented on the producer side of things, but also on the end customer side of things. That is one of the key roadblocks to make good progress in terms of digitalization in that industry. Heidelberg Materials, together with Command Alkon, you can consider the most powerful digital aggregation layer in that fragmented industry, and we sit together on the largest installed base and also data treasure, which you can see nicely on that slide number 11 here. It's more than 60 million tickets which are handled. It's 20,000 sites, 75,000 trucks, more than 2,500 customers, producing customers, which are bundled then on one platform. Once we have combined what Command Alkon calls CONNEX, together with our HConnect customer experience from a technical perspective.

Maybe let me give you one example. For us, a ticket is just cost, and we have to produce it so that our customers pay us. That's an asset if you contribute it into such a partnership, which all of a sudden becomes valuable because you can build SaaS products around it which are profitable and high growth revenue products. Slide number 12. How does a better together look like? We honestly believe that Command Alkon has a very strong organic standalone potential itself based on this massive installed base, which they can now use to cross-sell and up-sell their customer base on, and also to launch more cloud-based SaaS products. On top of that, we can act, like Dominik also already explained on the Thoma Bravo partnership side of things, a lot of scale into that.

If we start adopting Command Alkon products, we can increase the liquidity of the platforms. We can set standards in other regions outside of North America based on Command Alkon products. All of that together basically yields better products for our customers, a clear internationalization route for Command Alkon, network effects with cross-selling and upselling possibilities for Command Alkon, and last but not least, a lot of future synergy potential to make follow-on investments based on that data.

Dominik von Achten
CEO, Heidelberg Materials

Yeah. Maybe just to add to what Dennis said, I think it is important for you to understand also the sweet spot of Command Alkon, because it sounds like they are a software provider for the construction material industry, guys. They are a very focused provider for the ready-mix concrete, asphalt, and aggregates materials. We stay exactly within our sweet spot of materials. We are not going now into the total construction area. That's not the point. We are staying in the sweet spot of our materials, but as Dennis and I said earlier, adding offline the data layer that we want to monetize. Dennis made the point, their installed base in North America is very high in all these three industries, and there is by far no other player. It's a very fragmented, also digital software side that has any reach like Command Alkon.

That was also one of the reasons to go because somebody at some point would have also seen that potential. There we have, I think, a first-mover advantage. Dennis, you-

Dennis Lentz
CDO, Heidelberg Materials

Yeah. Maybe let's go to slide 14 to make it really tangible with one concrete example. Some of you already wrote also in your reports about the CONNEX platform that is one of the fastest-growing products, cloud-based, of Command Alkon. One of the sub-products they offer there is a tool called Jobsite. What is Jobsite about? It is basically about handling e-tickets. We also work on something like that ourselves, in our HConnect customer experience, but we can never solve it as smart as someone who can offer that across multiple producers. It is a product which does not work deep, just one vendor, multi-customer. It only works broad. Multi-vendors, multi-customers. That is if we have our customers flowing over from HConnect to also use CONNEX products, how we can monetize the digital potential of our own end customer experience.

That's how a better together looks like in that sense. Now over to Dominik with slide 16.

Dominik von Achten
CEO, Heidelberg Materials

Maybe just before we come to your question, guys, a couple of points as a concluding remark from our side. For us, this is really accelerating on the digitalization. I'm being very open with you also internally, obviously, people ask, what does digitalization is exactly for Heidelberg Materials mean? It's far beyond introducing Microsoft 365 and getting on Teams, everybody. That's not what we had in mind. I think this transaction and our explanation now makes it also to you much clearer where we want to go. As we said, we looked long and hard for the right strategic partner in that respect. I think together with Thoma Bravo, we have a good starting point. I explained the logic in more detail earlier.

Anchor investment is obviously something that you then need to get going. We believe that Command Alkon was the perfect starting point to really make that acceleration visible and also tangible. We strongly believe, and Dennis explained that, there is a good combination between what we bring to the table and what we keep in our pockets, which we will open up for partnerships with Command Alkon in terms of data interaction and using the combination of the two for an even better customer experience than we could ever produce alone. I think Dennis has made this nice example with CONNEX. Obviously, as I said, for us, it's all about monetizing something that our investors have already paid for, but which was lying in our treasure box unused. That's what we are up to, and that's the reason for this transaction.

I know some of you have already speculated a little bit about the numbers that you couldn't fit into your normal spreadsheets, which I fully understand. I give you a little bit more reasoning for that. The total valuation of the Command Alkon enterprise sits at around $1.7 billion. Our cash out for this 45% stake is $250 million. We confirm that number. Now obviously the question is what sits in the middle? For those of you who have speculated around bit indebtedness and synergies, we'll just give you the indication that the indebtedness of the company is not the full delta between 250 and 1.7. In fact, the majority of the delta are the synergies that we realize by contributing our strength and putting that together with Command Alkon. You were speculating a little bit around the numbers.

It sits around half a billion dollars, just to give you an indication. With that, you already see this is not a small play from our side. This is a fairly large play, and it really also realizes great value already today for the data that we bring to the table. In that respect, we wanted to give you some more transparency around this. From our perspective, I think that's it. Page 18 basically gives you the summary. I don't need to go through that again. With that, it's important for us to get now your questions and also get into a discussion, because let's be completely honest and open, this is a non-obvious transaction. It pulls everybody out of the comfort zone.

That's the reason also why we wanted to do this call, and we take all the time necessary to explain what we are up to because it needs explanation. This is not so obvious to understand. With that, I would hand it over back to the operator for your questions.

Operator

Ladies and gentlemen, at this time, we will begin the question and answer session. Anyone who wishes to ask a question may press star followed by one on their touch-tone telephone. If you wish to remove yourself from the question queue, you may press star followed by two. If you're using speaker equipment today, please lift the handset before making a selection. Anyone who has a question may press star followed by one at this time. One moment for the first question, please.

Christoph Beumelburg
Director of Group Communication and Investor Relations, Heidelberg Materials

Okay. Before we get into it, this is your chance to ask a question about the transaction. Please stick around the topics around the partnership and the investment and any other strategic question around it, and do not go into current trading. The call is really about the transaction. Limit your questions to two at a time if you can, so we get through with all questioners. The first question comes from Arnaud Lehmann from Bank of America Merrill Lynch.

Arnaud Lehmann
Analyst, Bank of America Merrill Lynch

Thank you. Good afternoon, gentlemen. A very interesting presentation. Two questions, if I may. Firstly, have you started to quantify the potential additional revenues and margin from this acquisition, from your ability to use or access some of this data, even if it's medium long term? Do you have any idea how this could help? I'm sorry that I'm still staying in my Excel spreadsheet, so maybe that's not how I should think about it. The second question is around the risk of dyssynergies. I believe companies like CRH, Cemex, or Holcim are also customers of Command Alkon. Have you discussed with them how they would react for you to be a shareholder of this company? Are they happy to become your customer? Maybe will they perceive a risk that you might access their data, and maybe they wouldn't be very happy about that. Thank you.

Dominik von Achten
CEO, Heidelberg Materials

I know. First of all, thanks for joining. Great to have you on the call. Great two questions. Let me start maybe with the second one on the dyssynergies, because that's certainly something we are taking very serious, and I think we have to be very clear, we have not talked to our competitors. That's not our role because Command Alkon has the relationship. It's not Heidelberg Materials that has the relationship. That's one of the reasons why we also have a 45% stake. You know, we are not the majority owner. We are not driving the business. As I pointed out earlier, Command Alkon remains an independent company. The data issue, we are based in Germany. We have probably the highest data privacy standards in the world, I would argue. We are very cautious on the data side.

There has been put a lot of language into these contexts on data privacy, it's absolutely clear that there is no data flowing from Heidelberg Materials to the one end, only if we have our consent, basically. More importantly, no data coming from Command Alkon going into Heidelberg Materials. That is clearly a massive Chinese concrete walls built by our nice concrete. There is no data flowing from the one end to the other. It is a topic, however, that has been discussed with Thoma Bravo, that has been discussed with us. We take this very serious, the clear message is Command Alkon stays a completely independent company, we respect all the data privacy laws that are out there. There should not be any concern, not only of any of our competitors, but from anybody else.

On the additional revenue and margin, I ask for your understanding. In that respect, this has a different disclosure schedule. We understand that many of you are interested about how does the company progress. We will discuss this with Thoma Bravo and come to some sort of an agreement what we can disclose, even if it's a joint venture. I ask for your understanding. I know this is fresh off the press. That's certainly a topic we have on the agenda, and we'll probably think more around what's the growth really realized? What are the products moving in that respect? A little bit similar to what Dennis has described on CONNEX. We understand your point, but as you pointed out in your side remark, this is a little bit of a different animal.

It has much higher growth rates, and we'll probably let you participate around that going forward in terms of transparency.

Maybe just let me make one comment. Command Alkon is not a cash burning startup. Just if anybody of you would think, are they are now going crazy? Are they losing their profit focus? Guys, we do not become a charity organization with this. We want to make profit for our shareholders in a sustainable and long-term perspective. This is probably not a quarter-over-quarter decision. Absolutely fair, it's a midterm and long-term potential that we accelerate now. It's absolutely clear that we stay super focused on growing the company and making it more profitable, to make this also very clear.

Christoph Beumelburg
Director of Group Communication and Investor Relations, Heidelberg Materials

Thanks, Arnaud.

Arnaud Lehmann
Analyst, Bank of America Merrill Lynch

Yeah. Thank you. I'll go back in the queue.

Christoph Beumelburg
Director of Group Communication and Investor Relations, Heidelberg Materials

If you have a clarification question, please go ahead.

Arnaud Lehmann
Analyst, Bank of America Merrill Lynch

I guess my question was less about the actual numbers for Command Alkon, but more, I guess the idea there is that you'll be able to capitalize on this partnership and this stake to improve the either sales or profitability of Heidelberg Materials existing operations or maybe I misunderstood. I was just trying to understand if this investment was changing anything about your core business.

Dominik von Achten
CEO, Heidelberg Materials

In terms of this investment does not change anything substantially in our core business. The first indicator you get for the synergies is the half a billion dollar that I'm giving you, and that has, from our perspective, quite a nice leverage on our existing operations. I ask for your understanding that we cannot give you any more details on that. That's exactly what we will continue to drive. Those are synergies that we are in the end, getting really paid for. That's something we will stay very focused on. On top of that, you get the question that Dennis described in terms of monetization within Command Alkon, the products that they develop.

Arnaud Lehmann
Analyst, Bank of America Merrill Lynch

Thank you.

Christoph Beumelburg
Director of Group Communication and Investor Relations, Heidelberg Materials

Thanks, Arnaud Lehmann

an. Next question comes from Paul Roger from Exane BNP.

Dominik von Achten
CEO, Heidelberg Materials

Hey, Paul.

Paul Roger
Analyst, Exane BNP Paribas

Good afternoon, everyone. Hey. Hi, Dominik. Hi, Dennis. Maybe as a starting point then, can you just give us a little bit more detail about Alkon as it is today? You avoided the question about current profitability, but maybe if you can elaborate on that and the split of operations by region, and possibly as well, also the competitive landscape, just to understand how unique Alkon really is. The second question really is a bit less about Alkon and a bit more about Thoma Bravo. Does this also give you a strong and long-term relationship with them that you might be able to leverage in other ways? I don't know, is there something else in their portfolio or some expertise that might add to this deal as well?

Dominik von Achten
CEO, Heidelberg Materials

Hey, Paul. I'll try to answer and maybe Dennis can chip in at some point. Maybe Dennis, we start with the Command Alkon question. We ask for your understanding, Paul, that we cannot disclose, that's a Thoma Bravo company, we cannot disclose revenues or EBITDA or anything on that end. What we can disclose is a little bit the setup that I think is important for you to understand, that's also driving this transaction. Command Alkon has been around since the '70s. That's why I said it's not a startup. They have a very deep anchor in our business. Dennis was mentioning we are also a user of some of their products in North America and globally. They have a very, very big customer base in our industry in general.

If you look at this from a global perspective, that's I think what you asked about, they are predominantly a North American player. That's their core focus. That's their biggest anchor. By the way, this was also one of the reasons we did this, because you remember we sold the West region. Everybody said, "Oh, God, is Heidelberg now leaving the North American planet." Absolutely not. Here we are. We just come with a different setup. They are, to a large majority of their current revenues come out of North America, but they do have a global footprint, so they also do business in other parts of the world.

That obviously is also what they are starting to dream about, is that we obviously have a globally reaching platform, and that's where in the future, also some additional synergies may come from if that is to our benefit. I think that's the purpose of the exercise. Dennis, you have anything to add on that?

Dennis Lentz
CDO, Heidelberg Materials

Nothing to add here.

Dominik von Achten
CEO, Heidelberg Materials

Okay. Then on Thoma Bravo, you are right. I think, we never know what can come in the future. I think it's clear if the relationship works out, like both sides have set it up at this point, why shouldn't we stop building additional potential if this is to the benefit of our shareholders, and that's what we are paid for. We are not paid for the benefit of Thoma Bravo. We are paid for the benefit of Heidelberg Materials. That I think is an important point. You know traditionally, I think the industry, personally, I can say for Heidelberg Materials, we are more IP-driven. You know you put your arms around your knowledge and try to build a concrete fence and then hope that nobody can come. IP focus like hell, which still is true for some aspects.

It was very important for me, Paul, that we also get more into a partnership mindset. We cannot create the maximum value for our shareholders if we sit only on IP rights. We have to also open up for additional partnerships. If we do that, you know we want to play in the Champions League, and t hat's the reason why we did also this deal. And l think that answers a little bit your question around Thoma Bravo. Dennis, anything to add?

Paul Roger
Analyst, Exane BNP Paribas

Yeah. Sorry, Dennis.

Dominik von Achten
CEO, Heidelberg Materials

No, go ahead.

Paul Roger
Analyst, Exane BNP Paribas

Just maybe a second one on that regional point. Obviously, you mentioned that they're very focused on the downstream and aggregates. Does that suggest there's limited scope in cement, which would obviously be more sort of EM-focused?

Dominik von Achten
CEO, Heidelberg Materials

That's probably true. They are more downstream. In the end, you know from our perspective going forward, the downstream will also be the battleground. That's a little bit the fragmented part of the industry. The digitalization game on a customer platform in cement doesn't add any value. It's a nice interaction with our customers, that's a must-do, but there's not much you can dream about. There's a limited amount of customers, there's a limited amount of transactions. That's not where the complexity sits, where you can create additional efficiency and effectiveness. The battleground sits in the much more fragmented business in the downstream. Absolutely, like you say, ready mix aggregates asphalt, and that's where Command Alkon has their stronghold.

That's where I think, in the end, it will be the decisive game, who basically has the biggest potential to maximize the value for the customers, and therefore also gets the biggest part of the margin cake. We strongly believe that Command Alkon is quite well-positioned to do so.

Paul Roger
Analyst, Exane BNP Paribas

Sounds great. Thank you.

Christoph Beumelburg
Director of Group Communication and Investor Relations, Heidelberg Materials

Thanks, Paul. Next one in the line is Elodie Rall from JPMorgan.

Elodie Rall
Analyst, JPMorgan

Oh, hi. Good afternoon, and thanks for taking my questions. Can I ask about Heidelberg's existing digital CapEx plans and what this transaction means with regard to your existing CapEx plans in the digital space? Second, if you have any further M&A ambition in the digital space, and if this is where the financial firepower will be focusing on from here. Thank you.

Dominik von Achten
CEO, Heidelberg Materials

Elodie, thanks for your question. Let me answer, and then Dennis, if you have any additional points. I would say, no change to the capital allocation framework in general that we've shared with you in Beyond 2020. We did not leverage up or did not do anything crazy, putting out additional bonds or anything just for this transaction. This is absolutely within our limits, and this will not change the promise to the capital markets that we have given to you in terms of net-net EBITDA leverage, in terms of normal CapEx 250 of EUR 1.2 billion. This goes into the normal growth bucket. I think that's the answer to your first question, and the other piece is in terms of, I think a little bit of capital allocation going forward. It's clear the growth CapEx, everybody asks, where does this go?

Absolutely, this is part of our growth CapEx bucket. I think there was a little bit the assumption in your question whether we spent going forward all of our growth CapEx in tech investments like this. The answer is clearly no. We are paid for balance decisions, for portfolio decisions. This goes into the high growth, high margin potential, additional revenue, and additional margin potential on top of our offline business, as I said, leveraging the data that we anyway produce and that our shareholders have already paid for. That's the purpose of this deal. Will there be additional, or could there be additional investments in the tech space? Yes, but clearly not the largest chunk of our growth CapEx now goes in tech only. This would be not the right balancing decision. We'll continue to grow our core business.

We'll continue to work on the other strategic topics that we have disclosed, and bear with us on that. I hope that answers your questions, Elodie.

Elodie Rall
Analyst, JPMorgan

Yeah. Very clear. Thanks very much.

Christoph Beumelburg
Director of Group Communication and Investor Relations, Heidelberg Materials

The next question comes from Zita Eklund from Morgan Stanley.

Speaker 8

Thanks very much. Hi, gentlemen.

Dominik von Achten
CEO, Heidelberg Materials

Hi, Zita.

Speaker 8

Hi. Maybe I'm being a little bit silly here, but I'm really struggling to understand the thesis a little bit. I want to understand how we separate the equity investment in Command Alkon and the potential there, and if there is then a separate operational benefit to Heidelberg. I'm assuming that from an operating synergy perspective with your core cement and aggregates business, you are a customer like anyone else, and that being an equity investor in Command Alkon doesn't necessarily give you an operating synergy there. Can you confirm that? Secondly, on the revenue model for Command Alkon separately and the monetization of data, because I'm thinking about this from an equity investment perspective. Sort of looking at it separately from your cement and aggregates business, where I don't really see what the overlap is. Can you talk about who wants this data, right?

We have Facebook, and they have access to our data, and that data can be monetized in different ways. How do we actually monetize the data in this industry? Who wants to buy this data, and why? Thank you.

Dominik von Achten
CEO, Heidelberg Materials

Okay. Very good questions. Zita, I think we will divide this question. I will go for the first one. Dennis, maybe for the second one. The revenue model is obviously we cannot disclose any details on Command Alkon. I think in principle, Dennis can describe to you how this monetization works. Again, in principle, careful. What we are not doing, just to make sure that this is not. We are not selling the data of Command Alkon, we cannot do anyway, and also not the Heidelberg Materials data now to Google or Amazon. That is not the monetization that we are talking about. Dennis will describe to you a little bit how this monetization works also from a software perspective. I think that may be an important piece. He has talked about Software as a Service. Dennis, maybe you can in a minute talk about that.

The other question on equity versus operational, I think it's the right way to look at this, Zita, because those are two different, if you wish to say so, synergies or value creation potential. The operational synergy one is the half billion that I was already describing. That is the first tangible synergy that we've got already with this transaction that basically goes into, it's not a discount, but it's the valuation of what we can bring to the table on the operations side. That will continue in terms of offering, as I said earlier, offering our customers also the Command Alkon suite in a very stringent customer experience. That's also important. It doesn't make sense if there is an interface in the end, where the customer thinks this is not real-time anymore, but it takes two hours to get the answer.

We will continue to drive operational synergies wherever possible with the data privacy restrictions that we have and that we will fully respect. On the equity side of things, obviously that's a discussion we had also from a financial perspective. How do we eventually account for this 45% stake? We said right now it's an equity, so with a joint venture accounting. I let you dream now going forward. It is clear that if we want to drive shareholder value, at some point, whether we would forever stay in this joint venture set up with an equity accounting, I think this would probably not be value accretive for our shareholders. Down the road, there may be different options how to materialize and create value with this equity investment. That's a little bit, or at least make it more liquid.

You can think about all different sorts of transactions down the road, including IPOs and others.

Dennis Lentz
CDO, Heidelberg Materials

Yeah.

Zita Eklund
Analyst, Morgan Stanley

Sorry, Dominik, can I just chime in there? The operational synergies, does that mean you're getting the platform at a discount or something like that for your core cements and aggregates? I just don't understand how you get EUR 500 million of operating synergies. Maybe I'm being completely dense, but I really don't understand.

Dominik von Achten
CEO, Heidelberg Materials

Zita, you're still all right. It's not so easy. It's a juggling act now. All we can tell you, the synergies are really there. Dennis will try to take you a little bit through the example how these synergies come together, because you are still all right. Everything is fine. As I said, it's not so easy, but if it would be obvious, everybody could do it.

Dennis Lentz
CDO, Heidelberg Materials

Yeah. Zita, I think your question boils down to why do we need to own a share in Command Alkon, a software provider to our industry, versus rather just being a strategic customer of them, right? I think here you need to see a little bit how things are moving in our industry in terms of digital. Very often it's actually difficult to come up with a good business case to adopt a digital tool because everything is already so lean. It's a commodity driven industry.

Dominik von Achten
CEO, Heidelberg Materials

By the way, normally the customer says, "Oh, this is nice that you have this app. Give it to me for free and then I just use it.

Dennis Lentz
CDO, Heidelberg Materials

That's exactly the second point, right? If we are not careful, digital is actually not an opportunity, but a cost factor in our industry because we adopt those great tools of Command Alkon and others. They cost us money, and it doesn't take too long, then the customers actually take it for granted and see it as a standard which comes for free with the delivery of our products. The decision which we had to take is whether we want to make digital a cost factor, then we would have chosen to be a strategic customer of Command Alkon and other digital software providers to our industries or w hether we actually want to turn digital into an opportunity, and t hat's exactly the decision which we have taken. Now we also adopt those products, no difference.

At one point in time, most likely Command Alkon will charge us prices which pretty much equal the benefits which we have, which they do not only do with us, but with other customers too. That's the game how digital software providers make money but, w e own a share, and when we put all of our volume and weight into those products, we at least make sure that an equity investment of Heidelberg Materials benefits from our weight. Through this investment, we then also in return benefit from it more long-term, mid-term, like Dominik said, when we make this maybe more liquid over time.

Dominik von Achten
CEO, Heidelberg Materials

I hope this answers.

Zita Eklund
Analyst, Morgan Stanley

Sorry, the point on how you actually monetize the data, I think that's actually the key point here, right?

Dennis Lentz
CDO, Heidelberg Materials

That was the second question, yeah. I'm coming back to my example, or there are basically two. The first one, which I mentioned, was the whole thing about tickets. Which is not really an asset in that sense from us where we make money out of. It's just a couple of data points, where we often still on a piece of paper but If you have access to all the tickets of our industry across the different materials which are supplied, that is a pain point you can address with that of many customers who do not only buy material from us, but also from our competitors or surrounding producers. This helps them to streamline their back office processes. You can later on wrap payment processes around that, even factoring services around that.

So that's things you can do if you do things across multiple producers in an industry, and that is something Heidelberg Materials cannot do. That's just one example how Command Alkon can monetize the data they already sit on. Even more though, when we actually add our data pool to it.

Dominik von Achten
CEO, Heidelberg Materials

Zita, I think it's important for you to understand that this is a dual track digitalization now. It's the digitalization of Heidelberg Materials that we do to the sole benefit of our proprietary customers, where we basically decide what is our digital offering. That is completely different from Command Alkon. It may include, as Dennis said, products from Command Alkon, but if our customers don't want them, then, well, that's their decision. Secondly, and that's the point that Dennis said, we feel very comfortable indeed to now get into the driver's seat, not only in terms of sustainability in the industry, but really be the game changer also in terms of digitalization. We see there is an inflection point coming, and we wanted to not miss that opportunity and rather accelerate it.

There is one propriety, Heidelberg Materials setup, and then there is a second Command Alkon, Thoma Bravo setup, and that is more an industry game changer where we wanted to participate and also sit in the driver's seat rather than outside of the car or in the back seat.

Speaker 8

Okay. Sorry, I just want to have one more question. It's still on the same topic, this revenue model for this business. Command Alkon gets a fee from a customer to access the platform, and the customer benefits by potentially having a more streamlined process, delivery to customers, invoicing system, all this kind of stuff. Then there's potentially an additional benefit to the customer where they're able to monetize their data by Command Alkon giving them visibility on what other people are doing on the platform.

Okay.

Dominik von Achten
CEO, Heidelberg Materials

No.

Tobias Woerner
Analyst, Stifel Europe

The first part is right. The second part, also there, Command Alkon, to my understanding, has to respect the data privacy laws. There's also a competitive edge in this. They cannot give others the access to data from other customers. That's not, at least my understanding, Dennis, you correct me, that's not the business model of Command Alkon.

Dennis Lentz
CDO, Heidelberg Materials

It's also not a marketplace to make that clear, right? In mature markets, the only things which can fly in our industry across multiple producers and vendors is orchestration. You make the processes in our industries across the different players more efficient. Most of those players are paying or are willing to pay for that ease of doing business. That can be contractors, that can be producers, that can also be hauliers which are in between.

Dominik von Achten
CEO, Heidelberg Materials

Yeah. Zita, I think it's also, you may ask, so that's why I said we have these dual extremes. You asked about the dyssynergies. That was also the discussion we had with Thoma Bravo. We strongly believe that is there a value we even indirectly now will create for our competitors? Yes, potentially, because we will contribute some of our knowhow to the further development of the Command Alkon products. Do potentially our direct competitors also profit from them down the road? Yes. Hopefully, they do. That's the setup of Command Alkon, and that's something that Command Alkon has then to decide, at what price do they sell their products, what's the value they create for their respective customers, and what's the margin they make out of that. That's why we say dual speed, Dennis.

Dennis Lentz
CDO, Heidelberg Materials

We will not get it cheaper than anybody else. That would really be against the principles. That's not the idea. The synergies flow from us to Command Alkon.

Zita Eklund
Analyst, Morgan Stanley

Okay, thanks. I'll get back in the queue. Thanks very much.

Dominik von Achten
CEO, Heidelberg Materials

Thanks, Zita. Thanks for your five questions. Thanks for being persistent, but I think it's also a benefit to everybody else in the call. The next question comes from Yuri Serov from Redburn.

Yuri Serov
Analyst, Redburn

Yes, hi. I must admit, I still struggle to understand everything about synergies and so on, and you keep on saying that you're keeping the platform separate. To me, this looks like very much a financial investment, and you keep on saying this, and you think about how to make it liquid in the future and so on. It's a very financially focused question, and you probably will not like the question, but I will ask it anyway. I understand that you are unwilling or bound by some rules to disclose the financials of the company, but we are analysts. If we don't have the data, we go looking for the data. I went looking for the data, and the number that keeps on coming back from a variety of sources for this company is revenue of $127 million.

If I use that number, that suggests that you're buying it on the EBITDA sales multiple of 50x. I wonder, what sort of growth rate do you require in order to make a return on investment like this?

Dominik von Achten
CEO, Heidelberg Materials

Yuri, you gave yourself already the answer. I cannot disclose anything. I ask for your understanding because this is a company majority-owned by Thoma Bravo. This is not something we can disclose, and I cannot even give you an indication on your speculation. All I said, this is a structurally very profitable company and not a startup that is cash-burning. That's the general remark I can make. As I also said, Yuri, it's very importantly for you to understand, this will not have a substantial impact on our financial cornerstones that we have given in Beyond 2020, neither to the very positive nor to the negative. I think in that respect, this is a neutral investment, if you wish to say so, on our communicated targets, but we think it's strategically very important and highly attractive. That's why we decided to do it.

I could do a highly strategic investment, but tell you, sorry, this is so strategic, forget the leverage, forget everything that I've told you a year ago. We just go and take the opportunity. That's not what I promised to our investors. I said, "Guys, we're going to hold the line on what we said," and that's what we're doing.

Yuri Serov
Analyst, Redburn

Okay, I understand. Maybe you can give us this. When we build our forecast, can you give us some idea, some guidance as to what we should expect in terms of net profit from this asset going forward?

Dominik von Achten
CEO, Heidelberg Materials

No.

Yuri Serov
Analyst, Redburn

Okay. Can I ask again a financial question? You said that you mentioned half a billion a few times. I don't understand what half a billion means. It is not in the presentation. What is a half a billion? Is that the value of the asset that you are putting on the balance sheet?

Dominik von Achten
CEO, Heidelberg Materials

Sorry. We have to come back. Sorry, you broke off. I'm not sure whether I got your question.

Yuri Serov
Analyst, Redburn

When explaining the transaction, you said you're paying $250 million, you said half a billion. What is half a billion? Is that the value of the asset that you're putting on the balance sheet?

Dominik von Achten
CEO, Heidelberg Materials

It's the synergies we create, and that we get paid for in the end.

Yuri Serov
Analyst, Redburn

Okay. What is the value of the asset that you're putting on the balance sheet? Is it just $250 million?

Dominik von Achten
CEO, Heidelberg Materials

Sorry, what?

Dennis Lentz
CDO, Heidelberg Materials

There's the-

Dominik von Achten
CEO, Heidelberg Materials

It's very hard to understand you, unfortunately. Sorry.

Dennis Lentz
CDO, Heidelberg Materials

On our cash flow, we will just see $250 million cash out as an investment. That's it. There is no other transfer on the balance sheet.

Yuri Serov
Analyst, Redburn

No, I understand. This investment comes on the balance sheet as a stake in an associate or joint venture, which will have a value. I'm just trying to understand what that value is.

Dominik von Achten
CEO, Heidelberg Materials

250, 250.

Yuri Serov
Analyst, Redburn

That gives you 45%?

Dominik von Achten
CEO, Heidelberg Materials

Exactly.

Yuri Serov
Analyst, Redburn

It's still difficult to understand how that works, but okay, fine.

Dominik von Achten
CEO, Heidelberg Materials

Yeah. Guys, this is what we are paid for. This is exactly what we are paid for, and that's why I think it's good to have that call. Exactly that's the point. We get a 45% stake on a $1.7 overall value of the company, and we pay $250 for that. We tell you the reason for that is the synergies that get expected is in the magnitude of $500 million or half a billion dollars. That's exactly why we think this is not only strategically attractive, it's also financially attractive, despite the fact that this is a software company. You know these software companies don't trade at 6.5x EBITDA. That's also clear.

Yuri Serov
Analyst, Redburn

The final question, if I may, and again, this is a clarification on everything that was discussed here. I hope that you can clarify this. When you were presenting the transaction and going through the slides, there was a mention of a data treasure trove a few times. When we started asking you about competitors and data exchange, you said, "No, we're not going to get any data out of Command Alkon." I don't understand how to connect those two.

Dominik von Achten
CEO, Heidelberg Materials

Yeah, I think it's very important, and Dennis will jump on that. When we talk about data, sorry, we only talk about Heidelberg Materials data. We do not talk about data of our competitors. Sorry. We are not crossing any grounds by any stretch of the imagination. We talk only about Heidelberg Materials's data. This is very important. This is nothing to do with anybody else's data. We talk about monetizing our data, and that's where the synergies are also coming from. I think that's important, and maybe Dennis, you want to-

Dennis Lentz
CDO, Heidelberg Materials

Data only flows in one direction, from Heidelberg Materials to Command Alkon, obviously also not without customer consent where this is necessary. Then Command adds this to their existing data treasure coming from this large installed base. Based on that data, you can then start building digital products, which you can sell to your customers, Command to their customers, to be precise, on a subscription basis.

Dominik von Achten
CEO, Heidelberg Materials

Yeah, it's also the adoption of Command Alkon products within Heidelberg Materials. I think that's also a combination. Okay.

Christoph Beumelburg
Director of Group Communication and Investor Relations, Heidelberg Materials

Thanks, Yuri. There are two more participants in the line, Gregor and Tobias. Next question comes from Gregor Kuglitsch from UBS.

Dominik von Achten
CEO, Heidelberg Materials

Hey, Gregor.

Gregor Kuglitsch
Analyst, UBS

Hi, good afternoon. Sorry, I'm going to try to wrap this all together, and I'm going to tell you what I understood, and you tell me if I'm right. Basically, you're buying a 45% stake in this business. You're going to contribute all your data, and you will become a customer, and therefore this business will become bigger, perhaps as network effects, and expand into new geographies, therefore it is worth more. That's how you get from grossing up the obviously check that you're writing, $250 grossed up, I think is $550, to a value of $1.7 billion. That's like a appraisal value or whatever that you think or your partner thinks the business is worth. Is that correct?

Dominik von Achten
CEO, Heidelberg Materials

You are a very smart analyst, Gregor. This is 100% correct.

Gregor Kuglitsch
Analyst, UBS

Okay. I guess the second question is still a little bit You talk about monetizing the data, and it sounds to me like you're not getting paid for the data, right? You're giving the data to them, but you monetize it through having an equity stake in this business. It's not really money yet. It'll become money if you IPO or if you sell. Just confirm to me that you're not getting paid for your data? You're just basically giving it to them essentially for free, and you will become their customer.

Dominik von Achten
CEO, Heidelberg Materials

Well, we are not getting paid directly. We are getting paid indirectly. Exactly, your assumption is again, right.

Gregor Kuglitsch
Analyst, UBS

Okay. Could you just confirm to us, and you sounded like it's more about you potentially exiting or reducing your stakes in whatever way, shape, or form in the future. Could you just confirm to us that you would not consider increasing your stake for the reasons that you haven't gone over 50% today? In other words, if Thoma Bravo want to exit in two years' time or so, and they want to sell, because that's the nature of private equity, private equity always wants to sell, that you wouldn't go out and buy their stake.

Dominik von Achten
CEO, Heidelberg Materials

I think, again, a very important question, Gregor. Nobody of us knows what the future is about, so none of us knows what happens in two years. From today's perspective, it's clearly not our target, and we also don't think this is the nature of the idea that we have, is to make this an industry game-changing platform in the end. It is not our intention to basically buy this company 100%. As we indicated, I think there are other options to also monetize the equity side that Zita was asking about down the road and to make it even more liquid. I think one option, as I said, is obviously to go for an IPO at some point. Let's wait and see and bear with us on that one.

Gregor Kuglitsch
Analyst, UBS

Okay. Sorry, just the half a billion. The half a billion is your share of the synergies, right? That's the math, not the total synergies, because otherwise it doesn't make sense, right?

Dominik von Achten
CEO, Heidelberg Materials

Exactly. You are right.

Gregor Kuglitsch
Analyst, UBS

It's your share. Okay. All right.

Dominik von Achten
CEO, Heidelberg Materials

Exactly.

Gregor Kuglitsch
Analyst, UBS

Thanks. Thank you. Okay. Thank you.

Christoph Beumelburg
Director of Group Communication and Investor Relations, Heidelberg Materials

Thank you. The last question comes from Tobias Woerner from Stifel Europe.

Dominik von Achten
CEO, Heidelberg Materials

Yes. Hi, Tobias.

Tobias Woerner
Analyst, Stifel Europe

Yeah, hello. Thanks for taking the questions. Good afternoon. Intriguing transaction. Just on that note, can you describe a little bit the genesis of this deal? How did it come across your radar, and what took you to where you are today, and how did you present it to the board? The second question to me, maybe I got that wrong, probably I did, is that it seems a bit like a Microsoft attempt to railroad the industry into a platform. Do you think that your competitors will just sit aside and let that platform be built and not react to it? Is it actually a potential future transaction where the whole industry buys this thing in future on a percentage basis?

Dominik von Achten
CEO, Heidelberg Materials

Tobias, you are a long-term analyst. You know the industry very well, and I really like your two questions. Let me answer, and Dennis chips in. I think how we went about, I can say this was not a transaction that came to us through an i-bank or something else. This was a cold call from, let's say, the closest circle of the management board, if I may say so, to proactively drive this deal. We've negotiated for a couple of months, and here we are. This was a very proactive move from Heidelberg Materials. Why? I think I disclosed this earlier. I know many of you thought, okay, they said last September, they are now working a little bit on digital. Okay, they've introduced Microsoft 365, and then they get going.

Guys, we've been going under the radar for 3-4 years under my leadership in my old role. I knew then together with Dennis about the potential, also the ability to get customer traction with great products in the industry. Everybody thinks this is an ancient industry. That's maybe true to some extent, don't underestimate our customer base. There are quite some customers out there that are pretty digital-savvy, especially next generation of contractors and everything. They really look for this. In fact, they only go into this industry if you can offer something like this. That was a little bit the first part of the genesis.

When we saw the power of this, We said, Guys, why don't we make an industry changing step up in order to leverage our knowhow also for the benefit of the larger industry transformation? That brings me to your second question, which is again, a very smart assumption. I do not push back on what you have proposed. That's why it's so important that in the end, this part of the digitalization, so not our own digitalization strategy, but this part of the digitalization in the end drives also value for the customers of Command Alkon, whoever they are. That may be a little bit counterintuitive to the IP mindset that I said earlier.

We are of the strong conviction, if you want to make an industry-changing attempt and build an operating system for the industry, then you can only do this if this adds value for everybody who participates in that platform. That's basically the idea. We get a double whammy because we are an equity holder. That's it. It's not trying to squeeze everybody or anybody outside of great customer value down the road. It's rather the opposite.

Tobias Woerner
Analyst, Stifel Europe

Okay. Thank you. Maybe a follow-up question, if I may, given that I'm the last one. I remember BravoSolution, which was part of Italcementi, and it sort of sat on their balance sheet forever, and nobody really gave any sort of major credence to it. How will you avoid that? How will you try to sort of highlight the value? Now, obviously you're talking about the valuation of $1.7 billion. That's a good starting point, but how are you going to continue doing that in the future?

Dominik von Achten
CEO, Heidelberg Materials

Yeah, I think it's very important that you ask that question, because I think Dennis should jump in because he knows a little bit also the BravoSolution setup. For me, yes, if you have a common denominator, maybe IT is the common denominator. That's it between the two. They all have worked something in the IT space, but sorry, BravoSolution was an outsourced IT department, old-style IT department that was also trying to look for third-party customers, and that was the setup of BravoSolution. This has nothing to do with the Command Alkon setup. This is a completely different ballgame. They have a stand-alone business. We have a very small business with them. We know all their products from our own usage, but it's completely different setup. The one has nothing to do with the other, but it's great that you ask that question.

Dennis, maybe you jump in.

Dennis Lentz
CDO, Heidelberg Materials

Yeah, no, it's a completely different topic. BravoSolution was a software provider predominantly to Italcementi itself for internal process management. It had nothing to do with the customer side of things. Despite that, it was in the meantime, sold for quite a lot of money actually, to a big company now using that solution and integrating it into their offering. You might want to Google it. It's not sitting on their balance sheet anymore. Even that asset, which was not as fascinating as Command Alkon in the end, found a good owner.

Dominik von Achten
CEO, Heidelberg Materials

That's a good ending.

Tobias Woerner
Analyst, Stifel Europe

Okay. Thank you very much.

Christoph Beumelburg
Director of Group Communication and Investor Relations, Heidelberg Materials

Thank you very much for your questions. The next call will be on November 4th. Dominik.

Dominik von Achten
CEO, Heidelberg Materials

No, I think it's good. Guys, thank you for jumping on the call, and I do assume that this is not the last call around this topic. We continue to help you to understand what we are up to. Trust us, this is a game changer for us at Heidelberg Materials. That's why we take the time today, and we'll also continue to take our analysts and especially also our investors and customers along on that journey. Thanks for joining.

Dennis Lentz
CDO, Heidelberg Materials

Thank you. Goodbye.