Good afternoon to everybody. Good afternoon to everybody from Cologne, and a warm welcome to our conference call regarding our important strategic decision to exercise the right to offer for the sale of our shares in Invia. I have our CEO, Matthias Zachert, and our CFO, Oliver Stratmann, with me. Today, we do not show the presentation on the call, so please be so kind and use the presentation which we have published on our website. Please take note of our safe harbor statement. With that, I'm happy to hand over to Matthias for a presentation and afterwards for your Q&A. Matthias, please go ahead.
Thank you, Andre. Ladies and gentlemen, I welcome you to our conference call. I start the presentation on page three. Just to wrap up on what we've done roughly three years ago, Advent and LANXESS together formed one of the strong players in the polymer industry, especially on polyamide 6, with some further products, gum on specialties, which notably came from DSM and some polyamide 66. All in all, this was, or this is, one of the leading powerhouses in the polymer industry. We were happy at that point in time to set up this powerful joint venture with strong leadership by two shareholders, a strong management team, and all the power that this joint venture can unfold in the years to come. An important step, of course, to improve also the business profile on the LANXESS side.
With the first closing, we announced that we expect proceeds of EUR 1.1 billion. Eventually, we got EUR 1.3 billion, which compared to, at that point in time, an evaluation by capital markets between EUR 600 million and EUR 700 million. I think the first closing was already, all in all, a good closing. However, we kept 40% of the shares in the joint venture because we considered that after synergy implementation, further value could be achieved for both shareholders and us, for LANXESS. End of this month, the lockup period will end. This is the reason why we have decided to make use of our optionalities and have given respective notification to our partner today. Before end of September, the notification period would have expired.
On page four, we show you the strategic rationale that we have, at that point in time, taken in order to form the joint venture and to let go of the polymer business. We clearly wanted to reduce further our automotive exposure, which used to be a significant portion of our turnover and is now by around about 10%, including aviation. We are now at 10% sales exposure at group level. We went down from four to three segments. We have, in the meantime, reduced our net debt from EUR 3.8 billion to EUR 2.1 billion. We clearly stressed that we will deleverage the balance sheet strongly. I think we are here going in the right direction. We will not finish there, but will further improve, also thanks to the announcement we've made today.
As far as CO2 emissions are concerned, we year on year have walked the talk and improved clearly in our sustainability matrix. Now let's come to what we have decided today. Let me give you further clarity on our way of exiting in value going forward. Let's recap on the left-hand side of the slides. We show the first step or the closing that happened a few years ago. At that point in time, we, of course, achieved the proceeds of EUR 1.3 billion. That was the first installment, which was announced already at the time of the signing when we said that our business was evaluated at a multiple of 12. At that point in time, we flagged a total enterprise value of EUR 2.5 billion.
At that point in time, when we announced the transaction, we also said that EUR 1.3 billion after the first closure leads to EUR 1.2 billion residual value. The reason for this announcement was very clear, and we stressed that. Today, we give you further clarity in the simplified structure that we show here. The EUR 1.2 billion base value, of course, needs to be evaluated according to where the business actually performed. We locked in three years ago the EUR 1.2 billion, which at that point in time was reflecting the 12x multiple. Therefore, this put option now will no longer be rediscussed on multiples or on net debt levels. The cornerstone is the EUR 1.2 billion. For the ratio or for the percentage of the EUR 1.2 billion, the achievement of the last 12 months EBITDA in percentage of the signing EBITDA is important.
Signing EBITDA being shown on page nine of this presentation being EUR 505 million. The mathematics for calculating the value of the put is as simple as that. Now, when we come to exercising the put option, the first optionality, the window opens April 2026. At that point in time, it is subject to financing. Should our partner, Advent, not be in the position to finance respectively, then with further time after two years, we can again put our optionality at that point in time without conditions for 50%. Without conditions means without conditions. I would like to bring your attention to page number six. Here we give the timeline, and we show September 2025. This is today. We have given notification on the fact that we exercise our puts.
By April 1st, 2026, our partner has the chance to then come back to us and give us a feedback if they will follow our respective put optionality. If they cannot show and demonstrate respective financial capabilities, a period of two years starts. There will be, in 2027, also the possibility for Advent to pay at the same conditions of April 26th and to call then on their side the participation that we hold in value for the same conditions as we have exercised April 1st, 2026. If this does not happen, then by April 28th, we can decide on our own again for the hard puts on 50% of the shares we hold. Should this then be exercised, the remainder would then continue in Envalior, and we would then leave the rest together in an exit with Advent.
I would like to stress that this is without the shareholder loan we have provided to Envalior. This, of course, needs to be added to the proceeds equation with the timeline mentioned on slide six. Ladies and gentlemen, I would like to sum up. I think we have here demonstrated in this document that the contract nearly three years ago was well negotiated, thoughtfully negotiated. We had a clear predetermined exit mechanism envisioned and executed. We clearly deliver on our strategy that we have conveyed to you three, four years ago. I think we have here in this contract further upside valuation that is offered in the future. With this, ladies and gentlemen, I hope that clarification is given. You can assume that we have taken all legal respective advice in order to prepare this documentation and to go ad hoc in the communication as this is very privileged information.
We are happy that we were able now to share with you the information that has been given in this presentation. With this, I close the presentation on my end and open the call for your questions.
Thank you, sir. As a reminder, to ask a question, please press star one and one on your telephone and wait for your name to be announced. To withdraw your question, please press star one and one again. Once again, please press star one and one on your telephone and wait for your name to be announced. To withdraw your question, please press star one and one again. Please stand by while we compile the Q&A roster. This will take a few moments. Thank you. Once again, please press star one and one on your telephone and wait for your name to be announced. To withdraw your question, please press star one and one again. We are now going to proceed with our first question. Please stand by. The first question has come from the line of Martin Roediger from Kepler Cheuvreux. Please ask your question.
Yes. Thank you for taking my two questions. Firstly, the first possibility to sell the 41% stake in Envalior to Advent is in April 2026 and is subject to the financing by Advent. I struggle to understand how the eight biggest private equity companies in the world, with EUR 53 billion assets under management, do not get any financing. Can you help me how Advent can get around, let's say, this topic so they can delay the purchase or can delay your put option? Secondly, regarding 2028, where you have the second put option, where you can sell half of your 41% stake regardless of any conditions. Assuming you have done so, when are you able to dispose of the remaining stake in Invia? Is that just in a joint exit, or is there a different timeline that you can sell the final 50% stake to Advent later on? Thanks.
Martin, let me make the comments on your first and second questions. On the first one, you clearly make the points. Advent is one of the biggest private equity companies in the world, highly reputed, and very knowledgeable in the chemical space. They have proven this in the past several years, if not to say decades. Here, it's totally in their hands. We have now, as partner, exercised our put optionality, and now Advent is to answer. This, as far as your first question is concerned. On your second question, today is all about the exercise rights we have in 2026 and 2028. We are, by law, following external and internal legal advice. According to law, we have to communicate this information to the capital markets. As far as all other communication is concerned, this is again privileged. For that very reason, let me reframe to what I've said before.
Of course, we have an unconditional exit right of up to 50% of our shares that we hold at this point in time. On the rest, I've only said, and I stick to this, we will go for a joint exit.
Thank you.
You're most welcome, Martin. Next question, please.
Sure. We are now going to proceed with our next question. The question has come from the line of Jeremy Lindsay Kincaid from Van Lanschot Kempen. Please ask your question.
Good afternoon, gentlemen. My first question is just on the EBITDA of the EUR 505 million for Envalior. Is that how much you think the company will make over that time period, or, yeah, where does that number come from? If you could provide some context around what the rating agencies think that number might be over the same time period, that would be very helpful. If you could just give us a little update on what you think you might do with the proceeds if this deal goes through as planned. Thank you.
Let me address that one by one. I would take the second, third question. Oliver, you would like to comment on the 505?
Yeah. Jeremy, I think that number resides back from the times before you started covering us when the deal was set up. That was the initial EBITDA. That was the basis, basically, for establishing the JV . It's a reference point right now. Any at-the-moment last 12 months' EBITDA as a basis would be simply calculated as a percentage of that EUR 505 million. In the presentation on the final, the last chart, you will find an exemplary calculation here. I think it's really pretty easy and pretty straightforward.
Yeah. I hope so. I mean, we tried to clarify as much as we could in line with legal requirements. Now I would like to address your second and third question. You asked for information on the rating agencies. I give you one, but you can look at Moody's report and Fitch report as well. I give just reference to a rating that is even public, I understand. It can be googled or looked at in the internet. Standard & Poor's issued in December last year. The expectation, they are on yearly numbers. The expectation for 2025 is 380- 420. That's the expectation for full year 2025. I reference also the numbers for 2024. Here, the number of 310 is made. I would like to state that the EBITDA number that we are addressing is an EBITDA number, of course, with adjustments like EBITDA pre.
Now I come to the year-to-date numbers in our TNL that we have communicated. If you look into our numbers, first half 2024 showed equity number, so consolidation of affiliates in the equity consolidated line of - 73. The same position in the first half 2025, again following the line at equity consolidation, is - 59. You see that operationally, in our accounts, Envalior improved by 20%. Now, 20% improvement on 310 looks pretty similar or close to the numbers for December 2025 of the Standard & Poor's rating report, just as a mathematical-based calculation of public available numbers. As far as proceeds is concerned, we are not there to have the proceeds. Today, I think Oliver and myself would clearly look at deleveraging. Deleveraging the balance sheet has clearly highest priority for us. The more money we get, of course, balance sheets at some point in time are cured.
You can bet we would consider a strong share buyback. Next question, please.
We are now going to proceed with our next question. The question has come from the line of Christian Bell from UBS. Please ask your question.
Hi. Thank you for the opportunity to ask a question. I just had one, really. Are you able to sort of clarify who determines whether Advent has the capital to complete the transaction? Like, is the assessment entirely within their control, or are there other safeguards in place?
We have our contractual rights. This is not just a normal process. I think you can see here in this what we have communicated, this is well thought through. Every answer given to us, I therefore expect from a big private equity company, will therefore be well thought through. This is not just a decision you take like this. This will be a decision following highest professional standards.
In other words, they would need good reason to be able to show that they don't have the financial capacity to be able to execute the transaction.
I think I just allude to what Martin Roediger has said. This is a blue-chip private equity fund. They have a contractual obligation, and they will be, of course, tracked by our analysts and investors worldwide if they follow what they will have to communicate. Of course, now we have to wait for Advent's answer. They, of course, will have to look into the contracts and see if they can do what they have contractually committed to.
Okay, cool. Thank you.
Next question, please.
Sure. As a reminder to ask a question, please press star one and one on your telephone and wait for your name to be announced. To withdraw your question, please press star one and one again. We are now going to proceed with our next question. The next question has come from the line of Andres Castanos-Mollor from Berenberg. Please ask your question.
Hi. Congratulations on the announcement. What mechanisms did you envisage back then when you signed the deal to make sure that whatever admin entity that was linked by this contract was doing its best efforts to raise the debt? Can you name the entity, and do you have an idea if what is the capacity to do that as at today? Thank you.
Yeah. Let me take that question, Andres. The entity is an entity of Advent and then the typical investment entity. In the contract, of course, there are certain obligations and documentation duties for them to obtain sufficient financing. Hope that really helps your question.
Yeah. It's not Envalior, the operational company. This is a holding company of Advent.
Right. Okay. I've got what I wanted. Another question, if I may, please. On the post-2028 exit, so that would be not subject to any put or any other mechanisms. That would be most likely a joint exit when it's a final exit of the two core shareholders. Is there a room for a different exit and different timeline? Thank you.
I would say the following. We have not really gone into detail, but your assumption here is a reasonable one.
Okay. Thank you very much.
Brilliant. All the best to you.
As a final reminder to ask a question, please press star one and one on your telephone and wait for your name to be announced. To withdraw your question, please press star one and one again. We are now going to proceed with our next question. The question has come from the line of Anil Shenoy from Barclays. Please ask your question.
Hi. Sorry. My questions have been answered. I meant to take myself back out of the queue. I'm sorry about that. Thank you. Thank you.
No worries. All good, Anil. Any further question, operator?
Sure. We are now going to proceed with our next question. The question has come from the line of Tristan Lamotte from Deutsche Bank. Please ask your question.
Hi. Thanks for taking my question. The release mentions Advent are required to acquire all or half of the LANXESS shares if they have the financing in April 2026. Are they required to buy all of them, or could they choose to buy 50% even if they have the financing?
Contractually, we have a very straightforward situation. It's exactly 50% or 100% or 0% if they cannot get the financing. That's what the contract says.
We are now going to proceed with our next question. The question has come from the line of Michael Schaefer from ODDO BHF. Please ask your question.
Yeah. Thanks for taking my two questions. I'd like to come back on your slide nine. You've made pretty clear how the calculation looks like if EBITDA of Envalior last 12 months drops below EUR 455 million. However, on the opposite end, if we find out basically that the EBITDA is going beyond EUR 505 million, it's rather unspecific what kind of further upside potential you are talking about. Is this the same kind of pro-rata calculation to the upside? Any clarification would be helpful. My second question is pretty simple, maybe. Why now? If I recall correctly, you basically stated in the past that the whole idea of the joint venture creation was not only about creating a world champion, as you alluded to, but also to generate significant synergies. If I understand this correctly, we are in the middle of this process.
The question is, wouldn't it be more maybe wise to wait longer to see the synergies coming through entirely? Any reasons, any remarks from your side would be helpful. Thanks.
Very well understood. Let me brief on both questions. On the first one, EUR 505 million, I mean, we don't want to overload the information provided to you. I think we show very clearly what the algorithm is, so to say. The likelihood today, if you follow rating reports, the likelihood today that we are above the EUR 505 million in the current market environment is not that high. Therefore, we clearly specifically focused on where the likelihood rather is, and that is below the EUR 505 million. That's how you should read our communication. Of course, if the joint venture does better than EUR 505 million, we clearly say we will take a benefit as well. Now, why now? We have not decided this on a spontaneous basis. We have looked at this from a legal side, from a business side for, I would say, several quarters.
If you follow the rationale that I have conveyed in the course of the call, of course, we have to evaluate balance sheets. We have to think about market environments, about fewer market dynamics. I think in what we have decided today, we have a balance of all, including future upsides where synergies and market environments are more benign. I think the decision we take today and communicate today is very balanced from all perspectives. That's the reason why we've decided today to exercise our option in due course today. That's it, Michael. Nothing more.
Once again, as a final reminder to ask a question, please press star one and one on your telephone and wait for your name to be announced. To withdraw your question, please press star one and one again. Once again, it's star one and one on your telephone and wait for your name to be announced.
Thank you very much to all and see you in due course. Best regards from Cologne. Bye-bye from LANXESS.
This concludes today's conference call. Thank you all for participating. You may now disconnect your lines. Thank you and have a great day.