Ladies and gentlemen, welcome to the Nemetschek SE conference call. I am Sandra, the Conference Call Operator. I would like to remind you that all participants are in listen-only mode and the conference is being recorded. The presentation will be followed by a Q&A session. You can register for questions at any time by pressing star and one on your telephone. For operator assistance, please press star and zero. The conference must not be recorded for publication or broadcast. At this time, it is my pleasure to hand over to Stefanie Zimmermann. Please go ahead, madam.
Thank you, operator. Hello, everyone, and a big welcome. Thanks for joining our call today to discuss the Nemetschek Group's acquisition of HCSS that we announced yesterday night. With me today are our CEO, Yves Padrines, and our CFO, Louise Öfverström. Today's conference call is being recorded. A replay of the call will be available at our website after the call. Additionally, you will find the press release in the Press Relations and on our Investor Relations website as well. First of all, Yves will walk you through the presentation, and then we have enough time to answer your questions. Now let's get started. I would like to turn over to Yves.
Thank you very much, Stefanie. Good morning, everyone, and welcome. Exciting times for the Nemetschek Group. In addition to our Investor Relations team, I am joined by our Chief Financial Officer, Louise Öfverström. Today is a very special and exciting moment for the Nemetschek Group. I'm truly delighted and proud to announce that we have signed a definitive agreement to acquire Heavy Construction Systems Specialists, or short, HCSS. HCSS is, I would say, the leading provider of technology solutions for the highly attractive infrastructure and heavy civil construction markets in North America. The acquisition is expected to close in the second half of 2026 and is therefore pending and subject to customary regulatory approval and closing conditions. The transaction marks a major milestone for the Nemetschek Group and an important step forward in our journey to become the global leader in the AECO industry.
Given the very short notice for this call, it is great to see so many of you joining us today. Thank you all for your time and your interest. We'll walk you through this transaction and explain why it is such a compelling and transformative step for Nemetschek Group. Before we dive into the details, you will see an overview of today's agenda on slide number two. In addition to the press release we published late last night, we have prepared a presentation that covers the key aspects of the transaction in more detail. I will start by outlining the company's strategic rationale behind our decision to acquire HCSS. We give you an overview of the attractive business, product portfolio, and positioning of HCSS, the tailored transaction structure, as well as the significant value creation potential, including attractive synergies we see from this acquisition.
Finally, we will open the call for your questions during the Q&A session. As you all know, M&A has always been an integral part of Nemetschek's DNA and a key driver of our long-term success. Over the last decade, we have built a strong and highly successful track record of acquisitions, including key deals such as Bluebeam or GoCanvas, as well as a number of highly innovative technology acquisitions. For example, lately, Firmus.ai in October of last year. At the same time, we have always been very selective in our approach, ensuring that every transaction is a perfect fit in terms of strategy, scale, and culture. This is exactly why we are so excited about HCSS. HCSS is one of the most attractive assets in the entire AECO software space.
With a leading market position in the highly attractive infrastructure and heavy civil construction markets, combined with a very strong and profitable growth and a very close relationship with its customers, by combining HCSS with our leading brands in the Build and Construct segments, we are creating a unique combination of scale, growth, and profitability, the global construction technology powerhouse covering the full range of the market. We are building the next global construction technology giant. Given the size and quality of HCSS, and the fact that it is by far the largest acquisition in our company's history, a traditional debt financing transaction would have required a significantly higher level of leverage, limiting our financial flexibility and increasing the risk. This is why we have chosen a tailored transaction structure for this deal.
It allows us to execute this transformational step while maintaining a strong balance sheet and preserving full strategic flexibility for future investments and acquisitions, and also brings Thoma Bravo, the world's largest software-focused investment firm, on board as a very strong partner. Importantly, it also means that the Build & Construct segment, including HCSS, will remain an integral part of the Nemetschek Group and will continue to fully control, manage, and consolidate the business within our integrated group structure, with Thoma Bravo as a minority shareholder in the Build & Construct segment. Our ambition is clear. To set new standards in construction technology and further reinforce Nemetschek Group's position as a leading global player in the AECO industry, making this transaction a key milestone and an important building block in the company's history.
And it is also helping us to push forward the fact that we are becoming a vertical AI leader in the AECO industry. Moving on to slide number five, this summarizes the key element of our strategic rationale for the acquisition of HCSS, and highlights why we are so excited and confident the transaction will create substantial value for Nemetschek Group, as well as our customers and, of course, our shareholders. Let me now walk you through the key element of our strategic rationale in more detail. First, this transaction is about creating a leader in construction technology. It significantly scales and strengthens our position, not only in the build and construct market, but across the entire AC industry. By bringing together HCSS, one of the world's largest provider of infrastructure and heavy civil construction software, with our existing build and construct portfolio, so Bluebeam, GoCanvas, including SiteDocs and NEVARIS.
Combining that with their leading solution across the building construction segment, we are combining highly complementary capabilities across infrastructure and buildings, covering the entire construction life cycle in all end markets. Second, we are significantly expanding our addressable market and further strengthening and scaling our position in infrastructure, thereby making the overall Nemetschek portfolio more balanced and ultimately, even more resilient. Infrastructure and heavy civil construction is a highly attractive segment, supported by very strong structural growth drivers such as aging infrastructure, large-scale government investment, and ongoing urbanization. With HCSS, we gain direct access to a significant size in this segment and significantly expand our opportunity in build and construct by more than 30% in a market expanding through a growth CAGR of around 11% and reaching approximately $12 billion in 2028.
At the same time, we are further strengthening presence in North America, one of our key growth regions. Third, the combination of our technologies creates a comprehensive end-to-end construction software portfolio, enabling seamless workflows across different user groups and markets. Furthermore, we see strong cross-selling opportunities by accessing new customer segments and additional verticals, as well as the ability to scale HCSS through our existing global footprints in EMEA and Asia-Pac. As a result, we also expect compelling top-line as well as cost synergies as part of the deal. In addition, very similar to the Nemetschek Group, HCSS, as a vertical software provider, is ideally positioned to win in AI due to its deep domain expertise, trusted customer relationship, and network effects, as well as 40 years of proprietary industry-specific data.
Combining that with Nemetschek's advanced AI capabilities will enable us to benefit from the huge workforce-related TAM opportunity in the construction industry. Finally, we are doing all of this while preserving our balance sheet strength, our strategic flexibility, as well as our group structure and the successful way we operate our business, enabled by the tailored transaction structure. As I highlighted earlier, the Build and Construct segment, including HCSS, will continue to be fully consolidated and managed by the Nemetschek Group. With Thoma Bravo as a minority shareholder in the Build and Construct segment. Together, by combining their strong software expertise with our deep industry knowledge and operational capabilities, we are very well positioned to capture the significant growth opportunities in the build and construction markets. The next few slides provide a comprehensive overview of HCSS and its industry-leading end-to-end platform for infrastructure and heavy civil construction.
HCSS, headquartered in Sugar Land, Texas, USA, is one of the world's leading provider of infrastructure and heavy civil construction software with more than 550 employees. The company is purpose-built for self-performing contractors offering an end-to-end platform of mission-critical solutions across the entire project life cycle, from bidding a job to delivering safely, on time, and on budget. HCSS has more than 4,000 customers, primarily in the U.S. and Canada, and its solutions are trusted on some of the world's most iconic projects. The customers now win 75% of work across 50 U.S. Department of Transportation markets and produce 40% more bids than competitors, thanks to HCSS solutions. HCSS combines strong growth with a very attractive profitability profile, comparable to a standalone Build & Construct segment. In 2025, HCSS generated around $215 million in mainly recurring, so subscription-based, revenues.
Over the last years, the company has built an impressive track record combining sustainable, strong top-line growth. For example, an ARR increase of 21% in 2025, combined with very high profitability, reflected in an EBITDA margin of around 40% in U.S. GAAP. Mission-critical nature of its solutions, deeply embedded in its customers' daily workflows, drives a very high customer loyalty and strong retention, are reflected in their KPIs, such as extremely low churn rate of below 2%. HCSS, very close longstanding customer relationship was a foundation for decades of proprietary industry-specific data, a highly valuable asset in the age of AI for powering solutions such as HCSS predictive AI. Let me walk you through HCSS solution portfolio in more detail on page number eight. HCSS is a vertical software provider with deeply integrated purpose-built solutions supporting every stage of the project life cycle for infrastructure and heavy civil construction.
Its product platform is structured around three core functional pillars, estimating, operations, and fleet, anchored by two core systems of record, HeavyBid and HeavyJob. Starting with estimating, HeavyBid is an industry-leading solution for heavy civil contractors, enabling highly accurate cost modeling, optimized bidding, and full support for both self-performed and subcontracted work. In operations, HeavyJob serves as the operational backbone, connecting field teams with the office through real-time data, production tracking, and cost visibility, complemented by HCSS Plans, field communication, and HCSS Safety, digital safety management. Finally, in fleet, HCSS provides integrated solutions for asset tracking, utilization, and maintenance, enabling real-time visibility, reduced downtime, and optimized fleet performance through tools such as Equipment360 and Telematics. Overall, what stands out is the deep integration across all three pillars, creating a unified platform that connects estimating, execution, and fleet management, and is therefore deeply embedded in customers' daily operations.
What creates and what clearly differentiates HCSS is its strong customer-centric approach and consistent focus on delivering measurable value. Slide number 9 illustrates how HCSS delivers tangible and measurable impact for customers on a daily basis, driving real ROI, which is the foundation for its customer loyalty and retention rates, and ultimately, it sustains strong growth. Across the platform, HCSS solutions deliver clear and measurable improvements in customer performance. For example, customers using HeavyBid submit up to 60% more bids, while HeavyJob enables 88% of projects to be completed on or under budget, while HCSS Safety users achieve a 96% lower reportable incident rate compared to the industry average. This clearly highlights the strong and measurable value delivered by HCSS to its customers in their day-to-day operations. I mentioned earlier, we have chosen an all-cash transaction structure for this deal.
Let me now take a moment to walk you through the structure and key elements of the transaction, as outlined on the next slide, number 11. Transaction structure is designed to further strengthen our Build and Construct division while maintaining Nemetschek's financial strength and strategic flexibility. As part of the transaction, Thoma Bravo will contribute HCSS to our existing Build and Construct segment, which already includes our leading brands Bluebeam, GoCanvas, including SiteDocs and NEVARIS, and, in exchange, will receive a minority shareholding in the combined segment. At the same time, we'll refinance all of HCSS' existing financial debt and liability, which will impact Nemetschek Group's net debt position by approximately EUR 450 million. Following closing, Nemetschek will hold approximately 72%, while Thoma Bravo will hold around 28% of the enlarged Build and Construct segment.
Importantly, the Build and Construct segment will remain an integral part of the Nemetschek Group, and we continue to fully manage, control, and consolidate the business within our integrated group structure. This also means that the transaction has no impact on the organization or shareholder structure of the Nemetschek Group, as you will see on the next slide. With slide number 12, you see a familiar overview of the group's organizational structure. Apart from Media segment, which account for less than 10% of our current revenues, we are fully focused on the AECO sector with our three segments, Design, Build and Construct, and Operate and Manage, covering the entire life cycle of buildings and infrastructure projects.
As you can see, apart from the addition of HCSS to and the minority shareholding of Thoma Bravo in Build and Construct segments, there are no changes at all on the organizational and shareholder structure of the Nemetschek Group. We will continue to control, steer, and manage Nemetschek Group as one integrated group. Let me now walk you through why we are convinced that this transformation transaction will take the Nemetschek Group to the next level in terms of size, market potential, product offering, and financial profile, and therefore creates substantial value for our customers and shareholders. Let me start with the underlying infrastructure and heavy civil construction market, which form the foundation of the software market we are now able to better address with this transaction. This market is a highly attractive, strongly growing, and resilient, and supported by several strong structural growth drivers.
First, we see significant investment needs driven by an aging infrastructure worldwide, with global spending expected to exceed $100 trillion by 2040. Second, this is supported by major current infrastructure programs and sustainability investments worldwide, such as the $1.2 trillion program in the U.S. and the EUR 500 billion package in Germany, which provide long-term funding and sustainable demand for the market. Third, the construction industry in infrastructure and heavy civil construction still shows a very low level of digitalization, creating substantial potential for efficiency gains through software, AI, and automation. Finally, the ever-increasing labor shortage in the construction industry are accelerating the need for digital solutions, which offers potential to address the huge workforce-related TAM for this underlying market with our AI-driven and agentic solutions.
Building on this strong underlying infrastructure, the heavy civil construction market, the next slide, number 15, illustrates the significant software market opportunity we are now able to address. With the acquisition of HCSS, we are now significantly expanding our existing market opportunity from around $7 billion to around $9 billion, representing an increase of around 30%. This expansion is driven by a massively scaled exposure to the infrastructure and heavy civil construction segment, complementing our existing exposure to the buildings market. At the same time, this combined market is expected to grow at a CAGR of around 11%, reaching approximately $12 billion by 2028, therefore further strengthening long-term growth potential for our Build and Construct segment. Very important slide on number 16, which nicely illustrates the breadth and completeness of our combined Build and Construct portfolio following the acquisition of HCSS.
Historically, Nemetschek Group has been a leading technology provider, primarily focused on the design, construction, and operations of buildings. Strong solutions across all key verticals, highlighted here in blue, including residential, commercial, and public buildings. The addition of HCSS and its highly complementary product portfolio, we are now extending our capabilities further into infrastructure and heavy civil construction, highlighted here in green on this slide. This includes key areas such as highways, railways, bridges, as well as water, sewer, and electricity networks, effectively filling the remaining gaps in our portfolio. As a result, we now offer a truly comprehensive suite of mission-critical software and technology covering all major end markets and customer groups across the construction life cycle. Beyond the significantly expanded market opportunity, as well as a greatly increased scale of our business, we also see an attractive synergy potential over the medium term due to this acquisition.
These synergies can be broadly grouped into two categories, line synergies, driven by go-to-market and product initiatives, as well as cost efficiencies. On the revenue side, we expect to benefit from broader customer access, cross-selling opportunities, and an accelerated global presence, as well as stronger product integration across field and office workflows. For example, Bluebeam will gain improved access with its best-in-class collaboration tools to the infrastructure sector, while at the same time enabling HCSS to benefit from its global footprint, channel partners, and customer base. Other examples are GoCanvas, which will further strengthen the field forms and safety solution for HCSS while gaining access to HCSS customer base. NEVARIS will enhance its offering in infrastructure, particularly in the DACH region, by leveraging HCSS capabilities.
On the cost side, we see efficiencies, for example, by leveraging the combined AI capabilities of the Nemetschek Group and HCSS, as well as by realizing economies across areas such as sales and marketing, G&A, IT infrastructure, and of course, R&D. In sum, we therefore also see a synergy potential of at least a EUR mid-double-digit million amount on EBITDA in 2028. Let me briefly highlight how the acquisition of HCSS supports one of our most important strategic priorities. Nemetschek's transformation is a leading vertical software player to a vertical AI leader in AEC. We are deeply convinced that AI represents a tremendous opportunity, and we are ideally positioned to capture it. Remember slide number seven from our last earnings call, which outlines the key foundation that positions us to win in AI.
Over decades, we have built deep domain expertise and strong integration into our customers' workflows, as well as long-standing trusted customer relationships, strong network effects, and vast industry-specific data sets across the entire life cycle, primarily in buildings. It is exactly this and critical prerequisites that HCSS now brings the Nemetschek Group for the civil engineering and infrastructure domain. Building on this strong foundation, we are leveraging our proven AI strategy and HCSS strong AI capabilities across three key levers, product innovation, targeted M&A investment, as well as strategic partnerships, all aimed at accelerating our AI roadmap and scaling AI across the group. This ultimately enables us to further expand our addressable market by unlocking the significant workforce-related TAM in our industries by strengthening our competitive moat and building a scalable data and intelligence flywheel across our platform.
In addition, we are further enhancing our internal efficiency, driving tangible cost savings that enables additional investment in our long-term growth. Slide number 19, bringing all of this together. Transaction translates into a highly attractive and significantly strengthening financial profile for our Build and Construct segment, and therefore the entire Nemetschek Group. We are maintaining, in part even enhancing, the already strong growth and very profitable profile of the segment, but at a significantly larger scale. To give you a sense of this, by 2028, we expect the combined Build and Construct segment on a standalone basis, to generate more than EUR 1 billion in revenue. This is a milestone that we have only just achieved at the entire group level for the first time in our history in 2025.
At the same time, business will be characterized by a highly recurring revenue base of around 95%, exceptionally strong customer retention, and an EBITDA margin of more than 40%, a level clearly above the Group average. All of this means that we are building not only a Rule of 40 business, but a segment close to a Rule of 60 profile, a truly unique combination of scale, growth, and profitability in the entire AECO industry. Slide number 20 shows what this ultimately means for the Nemetschek Group. With a significantly increased share of our business coming from the high-growth and high-margin Build and Construct segments, we are further enhancing the overall growth and profitability profile of the entire Nemetschek Group. At the same time, the transaction leads to a substantially improved and well-balanced end market exposure.
While infrastructure and civil engineering have historically played only a minor role for the Nemetschek Group, around 10%, it will now become a much more meaningful part of our business, driven by the increased exposure to the resilient infrastructure and civil engineering markets. The results are significantly reducing our dependence on residential and commercial construction cycles as infrastructure, civil engineering, and public sector demands tend to be structurally more stable and less cyclical. Ultimately, this creates a significantly larger, better balanced, more resilient, and stronger Nemetschek Group, well-positioned to deliver sustainable growth and long-term value for our customers and shareholders. Now, as we are coming to the end of our presentation on slide number 22, we have summarized the most important transaction highlights.
We have already covered in detail the key terms of the transaction, the attractiveness of HCSS, as well as a significant increase in scale, market opportunities in infrastructure and heavy civil engineering, as well as growth and margin potential the acquisition unlocks for the Build segment and for the Nemetschek Group, of course. The results of this transaction, the creation of a construction technology giant, is a truly unique combination of scale, growth, and profitability across the entire AECO industry. The acquisition is expected to close in the second half of 2026 and is subject to customary regulatory approval and closing conditions. Until the transaction close, each company will continue to operate independently. More details regarding the transaction, potential synergies, as well as the expected impact on Nemetschek Group financials, as well as the outlook of the current financial year, will be disclosed after closing.
With that said, I would like to thank you for your attention, and we are now happy to take your questions. Operator, please back to you.
Thank you, sir. We will now begin the question and answer session. Anyone who wishes to ask a question may press star and one on the telephone. You will hear a tone to confirm that you have entered the queue. If you wish to remove yourself from the question queue, you may press star and two. Participants are requested to disable the loudspeaker mode while asking a question. Anyone with a question may press star and one at this time. Our first question comes from Alice Jennings from Barclays. Please go ahead.
Hi. Good morning. Thank you for taking my question. I think my first question is just on the ARR growth of 21%, obviously very impressive, but I was just wondering what have been the main drivers of this in the last few years in terms of, is this strong market growth or which particular segments of HCSS have driven that? What are your expectations for that growth going forwards? The second question is just on the revenue synergies. You quantified the kind of synergies from EBITDA, but could you give any kind of color on the level of contribution you expect, just on the revenue side from the acquisition? Thanks.
Well, thank you. As you have seen, yes, the ARR in 2025 was 21% for HCSS. It is mainly driven by very strong new logos and user growth. Their pricing is not only per user, they have also pricing based on the size of the customer, the size of the construction projects, et cetera. It's not only a per seat. Clearly, they had a very nice growth in term of user base, new logos, et cetera. That was clearly the main drivers. Yes, the infrastructure industry is growing, especially in North America. Of course that's the benefit they have is to be part of this very significantly growth market, in North America in heavy civil infrastructure. What we expect in term of revenue growth for the coming years. Here I will not talk about ARR, but more about revenue.
Clearly, if you look at the revenue piece, we are in clearly very high-teens type of revenue for the next few years. I mean, close to 20% clearly, for HCSS. On revenue synergies, clearly the revenue synergies, if you look at what I said before on the synergies, which would be on the EBITDA side, which is mid-double-digit EUR million by 2028. You should assume, and that's at least what we expect as a synergy in EBITDA. That's the minimum. It should be over that. Around roughly half of it would come from revenue and half of it will come from the cost side.
Okay, very helpful. Thank you very much.
The next question comes from George Webb from Morgan Stanley. Please go ahead.
Yeah. Hi, morning Yves, and congrats on announcing the deal, and thank you for the overview. I've got a few questions, please. Firstly, are you able to help us understand where HCSS is in its growth cycle? It's been around since 1986. It's not a new company, but it's a bit over $200 million of revenue, as you mentioned, 17% revenue growth. Just noting that your partner, Thoma Bravo, bought the business in 2021. What are the strategic things they've been doing with the business over the past few years? Have they done a subscription shift journey in recent years? That is the first question. Secondly, just a little bit more detail on HCSS and its AI journey in terms of product roadmap and monetization strategy would be great.
Just the last one, which I guess is more financial and technical, is the debts associated with this deal to be held within Build and Construct or at the group level? In the sense that will Thoma Bravo, in their minority result, be accountable for 28% of the related interest, or will that all go to the Nemetschek shareholders? Thank you.
Maybe I start from the back, George. Starting instantly with the debt, as that's very straightforward. Yes, as always, we refinance on the most senior level in the Nemetschek Group, but we give that through intercompany, I think depending on how we fund that, but that is given to the Build and Construct. It would be debt of the Build and Construct division. Of course, also there, both shareholders are liable for the growth and also the interest expense. Of course, we also expect a quick deleveraging as always in the Build and Construct segment. That's also, of course, the normal assumptions that we take also here, given what you also used to see from us.
No, thanks George, for your questions. HCSS growth is clearly coming from seats, new logos, and progress that cross-sell, as I mentioned. It's more than price. Clearly, we have the same phenomenal great success than Bluebeam. Clearly, the growth potential in North America is still very, very significant. Interestingly, now the infrastructure and heavy civil construction market is even much more conservative than in buildings, which is surprising, but it's a fact. They are more conservative. That's why also the churn is only 2%, of course, the fact that they have a very strong product portfolio. More conservative in the fact that the level of digitalization in heavy civil and infrastructure is even slightly lower even than in buildings, that's why we have huge potential of continued growth and the structural drivers of infrastructure and heavy civil digitalization is still there for many years.
On the AI front, they have worked on many aspects. As I said before, Nemetschek and HCSS are vertical software provider with domain expertise in AEC that is deep and specialized and that are integrated in the workflow and process of HCSS customers. As you know, AEC is a specific and special industry. Construction and AEC are niche, highly regulated, and fragmented. They have done a very strong progress in their solutions. We see clearly also very nice opportunity of combining Nemetschek and HCSS AI capabilities. For example, AI expands our addressable markets from tools into outcome-enabling services. Value we can create through AI will be much larger through these as a services TAM. Humans and services TAM in construction is significantly larger than the tool TAM or the software TAM.
By joining forces with HCSS, we can now address an even larger scope of services and can deepen into an intelligence that spans architecture, engineering, and construction. In addition, also extend our customer base that we can monetize with AI services. Data and intelligence loops create compounding advantage. Every project run through our system makes our AI smarter. This is not just features, but it's proprietary intelligence that improves its usage and cannot be easily replicated. This will enable us to create even bigger moats and competitive advantage, especially versus startups or even potentially new market entries. Operating leverage and reinvestment is also key. AI-driven efficiency gains are systematically reinvested, compounding innovation, velocity, and competitive advantage.
We see clearly that given the incumbent and deep understanding of the domain data from estimate to delivering projects, HCSS is sitting on a unique opportunity to leverage AI. With Nemetschek and Bluebeam advanced AI competencies, we believe that we can bring value to customers and even more value to customers via AI. If you look at the Nemetschek AI Hub and Bluebeam Firmus AI acquisition, this sets us up to help HCSS bring valuable use cases such as intelligent schedule optimizer. For example, AI agent can continuously analyze production rates, crew utilization, and weather forecast to detect schedule changes to help identify productivity drops and recommend solutions.
For example, working with Nemetschek AI Hub, HCSS can deliver quickly an assistive AI, kind of a copilot capabilities, where assistance is embedded directly into the user's workflows to provide real-time and contextual intelligence, helping users operate with expert-level proficiency without ever leaving their active task.
I think maybe just to add one thing to that, Yves, which is very important as we always discuss as well, this is a highly conservative industry, and that's why trust is the basis for everything in AI here, and that's the deep domain expertise of HCSS with the Nemetschek Group. We both bring an enormous amount of trust to the market. Combined with our AI capabilities, we really see that this is really the unique opportunity also to leverage on both the data, the proprietary knowledge, but also the trust that we bring together to the market.
Again, George, they have these HCSS AI features. They have this AI-assisted custom estimate builder, which is institutional knowledge. The value proposition here is that this tool solves a major industry problem by digitizing the expertise of senior estimators, surfaces insights from past projects, ensuring that even after senior employees retire, their expert insight remains accessible to the next generation. They have another AI feature, which is quick pricing in preconstruction efficiency. Here, the value proposition is that the AI feature increases bid throughput and accuracy by leveraging data-driven suggestions based on historical production data. It moves estimators from tedious manual data entry to high-level strategic review, allowing them to focus on high profit margin bids.
Of course, you know our great AI features and products at the Nemetschek Group, such as what we are now planning for launching since last month, or since even end of February with Bluebeam Max, et cetera, and our AI Visualizer. That's great. Thank you very much.
The next question comes from Charles Brennan from Jefferies. Please go ahead.
Great. Good morning. Congratulations on the deal. I've got three fairly quick questions, if I can. Firstly, the deal structure here is relatively complicated. Is there some kind of put and call transaction in place and a timeline associated with it for you to get rid of the Thoma Bravo 28% holding? It doesn't feel like that's an optimal structure going forwards. Secondly, I've had lots of investors asking me today what the implied enterprise value is you're paying for the business. Can you give us what the theoretical value was you attributed to the Build division so we can calculate that EV? Lastly, if I just look at consensus expectations for the Build division today in 2028, it's about EUR 830 million of revenue. Against that backdrop, your EUR 1 billion target feels like it's a growth downgrade relative to consensus.
Is your assumption here that we come out with revenue numbers that are comfortably above EUR 1 billion, when we add this combination in? Thank you.
Thank you very much. Clearly on the deal structure, to be very, very clear, there is no put and there is no call at all. Thoma Bravo, we are very, very pleased to partner with them, as you know, the worldwide leader in software private equity investments. Their options to exit is that either we acquire their shares, part of their shares. Second option is that we partner with another sponsor and a private equity partner who would acquire Thoma Bravo shares. Option three, which is an attractive one, too, is to do an IPO. If we do an IPO, the IPO would be only for Thoma Bravo shares. We will not sell shares at the Nemetschek level. We will still stay as the high owner and majority owner of the Nemetschek Group. On the implied enterprise value.
Clearly what we have done to make this deal, was to take EBITDA of both business, HCSS EBITDA, and build and construct EBITDA, and then of course, you put a multiple on top of it. If it would have been over a year ago, this deal, as you know, the multiple will be in the 35 or even above. If you look at today, we are probably in the 20+ type of multiples. It's really relative. Whatever the multiple is, if you take this piece of EBITDA split, the ownership split will be 20% for Nemetschek and 30% for Thoma Bravo. Here we preempted deal. I started the discussion with Thoma Bravo a long time ago. We had HCSS in our radar a very long time ago.
This is, from my view, the leader in infrastructure and heavy civil software in North America, and we really wanted to increase significantly our presence in the construction and Build segment, and in particular, in infrastructure and the public sector and heavy civil. These assets have been impossible for us to acquire in a normal process. Thoma Bravo didn't want to sell these assets, wanted to do a full process later. This would not have been accessible for us. We started to brainstorm and I suggested this creative structure so that we are able to acquire HCSS without impacting our leverage and, of course, our balance sheet and potential future investment power, of course, with a slight small control premium.
At the end of the day now, if you take also the fact that we are financing all the HCSS debt, which is around EUR 450 million, we will finance via some cash and, of course, debt. We are now at slightly around above 22% ownership and 28% ownership for Thoma Bravo.
Yeah, I think what we should re-highlight here as well is that we are entering this highly attractive segment on these parameters as Yves just outlined. It's not a plain vanilla deal, but we are really combining forces and combining the joint forces between Thoma Bravo and ourselves to continue to create value. I think there's a huge testimonial to the value creation potential that is in here. I think also that we get the direct access now to this highly attractive segment. We get the direct access to this underlying business of proprietary data, domain knowledge, et cetera, in the segment that would have taken us a long time to build up if we would not have acquired this, and to also retain our full flexibility of our balance sheet for future additional growth on top.
I think that is a unique opportunity at this kind of financial profile that is unseen in the market.
To answer your last question, I can say in a very comfortable way, clearly, we see the Build segment in 2028 to be above the EUR 1 billion revenue, also at an even much higher profitability than today. Again, we're talking above 40% EBITDA margin over EUR 1 billion revenue with 95% of this revenue being recurring. Clearly, a transformation deal for us. Great. Thank you. Congratulations.
The next question comes from Deepshikha Agarwal from Goldman Sachs. Please go ahead.
Hi, thanks for taking my question. I just had three of them. First of all, looking at the asset, HCSS, where is it on the move to the subscription journey? I think it said that majority is on subscription. Just get a sense of how much of that ARR is on traditional maintenance versus subscription. While it said ARR growth last year was 21%, what has been the trend line growth of it in the past? Second question is basically on the competitive dynamics. Can you just give a little bit of detail in terms of what are the key players that this asset typically comes across in North America, and how do you see it differentiated versus them?
The third one will be basically on the overall, just basically a follow-up of that, a question in terms of how to look at the valuation of the asset in terms of. Based on what you said, would it be fair to assume that roughly it would be closer to a 20 times 20+ EBITDA multiple on the asset?
Thank you for your question. If you look at HCSS, yes, they have around 85% of their revenue is recurring. Out of this 85%, it is mainly subscription. When you say subscription, 60% is cloud, so it's cloud connected, so 60% is cloud and SaaS, and 40% is subscription but on-prem software subscription, like we also have some of the Nemetschek portfolio. If you look at their ARR growth in the recent years, it was very similar in the 20%+ type of ARR growth. Maybe second question on the key players. As I say, I would say that they are the leader in heavy civil and infrastructure software in North America. They are number one, clearly a big number one. You have a smaller number two.
In the number two, you would have InEight, you would have also then Trimble, and then you have much smaller player, just Procore and Autodesk, but they have a very small market share. Clearly, InEight and Trimble are kind of the two number two-ish. Autodesk and Procore, much smaller. You have a very small, long, highly fragmented across ERP and some OEM extension and long tail point solutions of small players.
I think also if we can add to that HCSS is substantially larger, has the majority piece in the market, and then the other ones are really much smaller. I think this is really, as you said, the way we look at it is it's a leader.
Yeah. It's clearly three to four times bigger than the second two or top three player in the market. I explained the fact that they have two end-to-end solutions for infrastructure.
The next question comes from Michael Briest from UBS. Please go ahead.
Yes. Good morning. Thank you. A couple from me as well. Just in terms of the Thoma Bravo, do they get a seat on the Group Nemetschek board or will they not be represented there? There's no mention of the accretion you expect from the deal, and I appreciate it's a complex structure. Could you give any indication on 2027 accretion? The debt that you're inheriting, I appreciate you want to pay some down and refinance quickly, but clearly it's multi-year debt. There's a cost to that. Can you give any sense of what the interest payments would be in a full year, and how quickly you expect to be able to bring those down? Thank you.
Thank you very much. Clearly, Thoma Bravo, they do not have any board seat at the Group level. They will have a minority board presence, just for the Build and Construct segment as they have 28% minority in the business, and we have around 72%.
Yeah. As to the accretion, yes, it will be accretive after 2027. I think it's important to see, of course, that needs to play out when we close the deal, right? Also we always have some haircuts, et cetera, at the beginning, to say it's definitely an accretive deal. Also as to your question of interest rates, et cetera, let us come back with that as soon as possible. You can assume, so to say, our normal financing conditions. You also know where we're standing in the market with a very good investment grade rating. Of course, very comfortable interest rates there. We have still not really decided what part of cash and debt we will use. That's a little bit depending also the final amount. Let us come back to that, Michael, as soon as we close the deal.
Okay. Sorry, did you say after 2027 it'll be accretive?
Yeah. Depending a little bit also how the purchase price adjustments come, et cetera, but that's closely there, so to say. Definitely after 2027, give or take, but definitely not thereafter.
Right. Okay. Thank you.
Also thereafter, of course, but not later.
Yep.
Yep.
The next question comes from Victor Cheng from Bank of America. Please go ahead.
Hi. Thanks for taking my questions in regards on the deal. A number of my questions have been asked, but maybe a couple of follow-ups. You talked about competition maybe on the North America side. As we look at Europe as well, any kind of opportunities to expand here? Who are you seeing as the bigger competitors in the Europe side? Secondly, when I look at the customer size as well, you mentioned a wide range of customer size, but I think that the average ticket size is a lot bigger than the typical Bluebeam customer. Just wondering kind of is it different kind of go-to-market? How much synergies can you extract from there? I guess lastly, just want to double-check what you said earlier.
Did you mention that Thoma Bravo will be also paying 28% of the debt interest, since you said that will be on the Build and Construct segment? Thank you.
Yeah. Thank you very much, Victor. Yes, clearly, as I said, we are, in my view, the leader, HCSS, in North America for the civil and infrastructure. Now, if you look at competition outside North America, first, we are doing this deal really to focus on North America. We see huge opportunity of growth in North America alone. Yes, we may also go a little bit more broader internationally, but we will probably pick more carefully in which markets. Because if you look at this business outside North America, especially in Europe or in Asia, it is highly fragmented. It's not like you have a huge big player in Europe, for example. You will have a localized regional, but by region. Like you have one good player or a couple of player in Scandinavia, in U.K., and in DACH, Central Europe, et cetera.
We are really going to be very careful on our internationalization piece because the growth, we see it still there for a long time in North America. Nevertheless, we see strong opportunities for us in Germany, especially also thanks to NEVARIS, because NEVARIS has already some capabilities there, and now we will enhance NEVARIS capabilities with HCSS to really tap even further and stronger infrastructure and heavy civil market Germany. There could be also some other markets that we are currently defining in Europe. For example, Thoma Bravo and HCSS, they made a small acquisition in France last year. There could be also other opportunities maybe in the Pacific, et cetera. Now, if you look at the customer side, you're completely right, Victor. HCSS, first of all, they only do direct go-to-markets. They only have their own sales team, and they sell directly.
They don't have indirect. They don't have web store. It's high touch in some pieces, but it's clearly bigger type of customers. Of course, they have also very small customers, but a big part of their revenue is coming from E-Plus larger type of customers. This is where it's beautiful, because as you know, Bluebeam, yes, we also have very large construction companies as customers. That's why these guys are also sometimes HCSS customers and Bluebeam customers. Interestingly, what HCSS will benefit is the fact that Bluebeam is very strong in SMB. Bluebeam is already strong in SMB, also in infrastructure and in heavy civil. We will be able, thanks to our channel go-to-market, but also web store, to really help accelerate some of the growth of HCSS with indirect and web store go-to-market capabilities that they do not have today.
Yeah. Maybe last but not least, yes, the debt would be Build and Construct debt. That will, of course, be carried by the Build and Construct Division and therefore also proportionally by both shareholders.
Very clear. Thank you.
As a reminder, if you wish to register for a question, please press star followed by one. The next question comes from Nay Soe Naing from Berenberg. Please go ahead.
Guys, thank you for taking my questions. Thank you for the presentation as well. I've got two as well, if I may. The first one, maybe one for Yves, starting with your product strategy going forward or product roadmap. You have done a few acquisitions, including GoCanvas and Firmus AI as well, really building up a strong product portfolio in the built segment. I was wondering if you got any plan or how should we think about consolidating these different acquired assets going forward, because we've seen in the industry of how much technical debt it could create if you go through multiple acquisitions in a short span of time? My second question is around customer overlap.
Considering that HCSS has got a big presence in infrastructure and heavy civil industries that Nemetschek has less presence in, is it correct to assume that there is little customer overlap between HCSS and Nemetschek Group today? Thank you.
Thank you. Clearly, if you look at our roadmap and also on the M&A front, what we are focusing on is really more technology acquisitions, so buy versus make. We are looking a lot, as you know, in AI acquisitions, or at least in AI venture investments. That's why we made around 16 startup investments over the last three and a half years in AI. We acquired Firmus.ai last year and also Manufacton, which has also an AI angle. Of course, we are continuing to focus on AI. Doing more consolidation in the market, it could be an option. I would say that for the moment, we want to digest first this very important strategic transformation deal for the Nemetschek Group. If there are interesting opportunities, and there will be, we will of course look at them.
As you know, we are very sensitive on how we pick our M&A activities. We want to make sure that when we do something, we are either number one or number two in the market. Also making sure that we have very strong technology, very strong potential growth for the future, and of course, strong profitability so that this business is not going to dilute too much our growth, of course, and our EBITDA. AI is very different. AI, we will build much smaller type of companies. Yes, might be a bit more EBITDA dilutive, but at the end, with a much smaller scale. This will accelerate our vertical AI leadership in AEC.
If you look at the customer overlap, there are some customer overlap, but it's mainly coming from Bluebeam, because Bluebeam and HCSS are both very strong in the U.S. A good portion of HCSS customers are already using Bluebeam, but it's not like it's 80%. It's like a good percentage is already using Bluebeam. Of course, with Allplan, this is more in the design and planning phase. We have Allplan Civil, which is more for purely transportation, bridge, roads, tunnel design. For example, Autobahn there is a very strong customer. Here, there might be also some nice opportunities, potentially, to cross-sell Allplan solutions to some of HCSS customers. Of course, that's not clearly a big part of the synergy, but it is an opportunity.
When I look at other interesting opportunities is that we have already some HCSS customers who are also using field management solution from GoCanvas, for example. Here there is also an overlap. Not huge, but still, there are clearly GoCanvas customers who are also HCSS customers.
Thank you very much.
Ladies and gentlemen, that was the last question. I would now like to turn the conference back over to the management for any closing remarks.
Yes. Thank you very much for your questions and the discussions, and thanks for attending our call today. If you have any follow-up questions, so please do not hesitate to contact me or Patrick. We are available, of course, today, tomorrow, whenever you have a question. If there are no further questions, let's conclude our call today. Thanks again for joining, and catch up soon. Thank you very much.
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