M&A Announcement

Aug 22, 2019

Slides

Ladies and gentlemen, thank you for standing by. I'm Stuart, your Chorus Call operator. Welcome and thank you for the Osram Investor and Analyst Call 2019. Throughout today's call, all participants will be in a listen only mode. The presentation will be followed by a question and answer session. I would now like to turn the conference over to Yudhiana Barone. Please go ahead. Thank you, Stuart. Good afternoon and good morning, ladies and gentlemen. Many thanks for dialing in on such short notice, and welcome to this conference call. Following Othram's ad hoc release of yesterday evening on the waiving of the stamp set agreement and the announced takeover offer by AMS, we want to provide you with some further background and color. Please note that this is not a business update, and as such, we will not comment on current trading or business outlook. With me on the call are Doctor. Olaf Berlin, our CEO and Ingo Bank, our CFO as well as Doctor. Stefan Kamsmann, our CTO. Olaf will start with an introductory statement. Afterwards, the Managing Board will be happy to answer your questions. As a reminder, today's call is being recorded. You can follow the webcast on our website atosram.com/ir. And now I am pleased to hand over to Olaf. Yes. Thank you, Joanna. Ladies and gentlemen, welcome, everyone, to our analyst call as well. As you all might have read in our ad hoc release, Austrian sensor makers, AMS, yesterday announced its decision to launch a public tender offer for all shares of Ostrand. Over the past few days, we had intensive discussions with AMS and finally signed a cooperation agreement. On this basis, the Managing Board and the Supervisory Board of Osram have decided to waive a standstill agreement with AMS. That clears the way for AMS to launch the offer of €38.5 per share in cash with a minimum acceptance threshold of 70%. We expect the publication of the offer document after a review of the Bafen earlier September with the exceptions period running until beginning of October. Following the publication, we, the Managing Board as well as the Supervisory Board, will issue a recent response on the offer within the 2 weeks time period. So why did we waive the standstill agreement? As a managing board, we take decisions in the best interest of the company and all its stakeholders. And of course, the price isn't an important factor in the assessment of this transaction. But we must also consider transaction security and the long term prospects of the company and its employees associated with the offer. It is a matter of fact that AMS offers €3.50 or 10% more per share than the current offer by private equity investors Bain and Carlisle. This represents a premium of 33% to the closing price of July 2. This was the last trading day before we published the ad hoc confirming receipt of the offer proposal from Bain and Carlisle. And it's a premium of 35% to the 3 months VBAP as of the same date. Based on the latest consensus EBITDA for fiscal year 2020, the offer price translates a multiple of 10.5x and implies an enterprise value of roughly €4,300,000,000 At the same time, the cooperation agreement ensure that all the interests of our employees are safeguarded to the same extent as agreed in the investor agreement with the private equity consortium. Under these circumstances, we cannot and we will not withhold the offer from our shareholders. This is the reason why we have waived the standstill agreement. Our shareholders now have 2 offers to choose from 2 different entrepreneurial concepts. With AMS as a strategic investor, the character of the transaction would be natural change. Osram would no longer be a self standing company. On the other hand, there would be the possibility of rapidly expanding the value chain in some areas. Nevertheless, the management of AMS currently has different ideas about the future of the digital business of Osram. We intend to hold intensive discussions with the aim of establishing joint perspectives in further discussions with AMS. Moreover, we will further discuss the global footprint strategy and the integration concept of AMS. Before I will take to your questions, let me stress the following. The transformation of Osram started some time ago. And so far, we have had significant success in an extremely difficult market environment. We were proud that we have made strategically smart decision in recent years. The fact that several bidders are interested in Osram is proof of this. We are convinced that the transformation into a high-tech photonics company is the right way for Osram to grow profitability in the medium and, of course, in the long term. We will continue along this path with financial investors, a strategic investor or a loan. With that in mind, we are now happy to take your questions. First question is from Peter Olofsen from Kepler Cheuvreux. There's actually two things I would like to clarify. Maybe first on the cooperation agreement, does it specifically relate to Germany? Or is it a global agreement? And the reason for asking is that AMS has indicated that it intends to consolidate all front end LED production in Regensburg and has not been very clear on its intentions what it wants to do with the Kulim facility. So could you please clarify that? And the second thing I want to ask is whether either Bein, Carlyle or AMS is allowed to buy shares in the market now that there are 2 competing offers? Yes. Thanks, Peter, for your question. The cooperation agreement is a global agreement. So that means we have agreements for the sites, for the employees, for the pension. So it's a big document as well as we had it with Bain and Carlisle. So it's a globally one. And coming to your question with the front end and the Ravensbruck, as I said, I think the we have to be fair to AMS. AMS did not make a long due diligence. So they had only a short period of time. For this reason, they do not know in detail how is our footprint. And for competitor reasons, they did not do a due diligence in the OptoONE. So I know that they started with the idea to move the front end to Ringsburg. But I think in the meantime, they understand that maybe that was too quick and fast. So that as I said, we intend to hold intensive discussion for the global footprint strategy and the integration concept, and we will do this in the next week. So that was the first idea. But as I said, they had no time to have a detailed due diligence in Opto for competitive reasons. That's your first question. And the second one is, it is not allowed to buy shares for AMS as for Bain Kalaya as well. Next question is from James Moore from Redburn. Please go ahead. Yes. Hi, everybody. Hi, Olof. Hi, Ingo. Can I get back to your answer on the global footprint strategy, please? And your thoughts on the idea that Kulim might have been closed and moved to Regensburg and the idea that AMS might have changed its mind. Can you elucidate to us all a little bit about why you think that, that change has happened and what it is that they see now that they didn't see before? That's my first question. And the second question is whether you can help us consider the reaction of Bain and Carlisle to this bid from AMS and whether there are any indications that you can discuss about their appetite to remain in the process at the higher level? Yes. Thank you for your question. I think to make it clear, there is no plan to close Kulim. They have really no don't put additional ideas on they never said. So I think they are happy to have Kulim. I think it's a little bit the opposite that they said to think about to move maybe some Asian production to Kulim. So it is definitely not any idea to close Kulim. Kulim is a great factory. And again, it is a modern factory. And maybe what we discussed with AMS is really that we have a consolidation of the Asian footprint. So they have a production in Singapore. We have in Kulin, we have a production in Penang, we have a factory in Buxi. So what we, in the meantime, discussed is really a consolidation and optimization of the Asian footprint. 2nd point is, to be honest, I cannot tell you anything about the reaction of Bain and Carlisle. So usually, you have to make a call to Bain and Carlisle. I did not had any contact in the meantime. So I cannot tell you something about this one. Thanks very much, Oliver. Could I just follow-up perhaps on the idea that they're consumer heavy, you're automotive heavy, if we can simplify it that way? And you have had a strategy in the past to try and develop business with mobile phone makers through to other consumer apps like Fitbit, etcetera. And I don't understand their technology very well, but where do you see areas where there could be synergy from putting their technology portfolio with yours, given the changes in these markets that are coming in the next 5 years or so? I think maybe it's a good question, and it's absolutely fair question. And I think in the past, we always talk about that OSRAM is on a way to a photonics company. So moving from pure illumination to sensing and visualization, and all these fits quite well with the strategy of AMS. So they are on a way to be a photonics player as well. They concentrate in the past more on consumer product. We have a main footprint in automotive, and our goal and target is to step more in consumer electronics, mobile as well. So in this case, I think it's the same path to grow in the future. But maybe Stefan, would you like to add something about the strategy in the photonics where AMS and Osram could fit and is I think it's basically what we headlined as our component plus strategy, where we said we have to basically expand our portfolio from emitters where we are strong today to detectors to ASICs and to micro optics. And for these building blocks, AMS has already a strong portfolio. On the other hand, AMS has some technology which also can be used in the future for automotive, for instance, gesture recognition, face recognition for the interior of the car. But AMS has not such a strong go to market in the automotive sector like we have. So I think there is an opportunity to gain some synergies on the one hand side, the building blocks, the technology building blocks, which AMS would bring into the party and on the other hand, the go to market from our side for automotive. Thank you very much. Next question is from Sebastian Grova from Commerzbank. Please go ahead. Yes, good afternoon, everybody. Thanks for taking the questions questions and interesting song, by the way, during the waiting period for the call. The first one is on the commentary you made on the press release that there's yet not an adequate understanding on business orientation, global location. I think that is what we have touched now and the integration concept. May I ask you to elaborate a bit more on the details around particularly the business orientation? Is this only digital related or anything else we should have been or should have on mind here? And also then around the integration concept, if you could shed some more light on this one, if this is also going beyond the footprint related aspect of that question eventually. And then you're also then talking about other stakeholders beyond shareholders and that you're acting in the best interest of those. I'm sure you will have touch base with the OEMs, in particular, on the automotive side. What is the feedback here from that angle on the 2 offers that you meanwhile do have on the table? Yes. I think we can let me start with the integration concept. I think that is really one of the open discussions we had with AMS, and I think we have the same view. If I had the discussion with the Chairman of the Supervisory Board of AMS as well as with the CEO of AMS, it's clear that the integration is very important. Everybody knows that for an M and A deal, most of the M and A deals are failing if the integration concept is not running quite well. So we clearly discussed that we need a good integration concept together to be successful in the future. So but we do not have it today. And we agreed that in the next weeks, we will have some working groups and work streams to work on this integration concept. So details are coming up later on. Other stakeholders, maybe it's a little bit too early to give you some feedback. So I do not have any feedback from any OEMs or supplier today. I don't know if somebody from my colleagues got some any calls. They said no. So it's a little bit too early, Sebastian, to give you a feedback on this. On the digital part, yes, on the 3rd Maybe just very quickly on this one, on the OEMs, if I may. What has been the feedback so far from your OEM customers on the private equity, but because that's around for quite a while and if you could just share some findings, thoughts, feedback in that regard would be much appreciated. Positive feedback. So I had positive feedback on this. They see the advantage for to be to have an owner in a private equity sector as well. So I did not had any negative feedback for the Bain Carlisle part. Okay. On digital, what's the last one indeed? Yes. On digital, we have discussions as well. I think from the business point of view, I fully understand the strategic concept of AMS. The digital part is not fitting in their portfolio. So I understand that from their point of view, they have some critical opinion about the digital one. We, as the Managing Board and the Supervisory Board, we believe in the digital path. So especially the horticulture and in this area, I think, are the latest digital acquisitions what we had, I think we see a huge potential. And we agreed as well that let's take a deeper look. That was the first assessment of AMS. And as I said, they did not do any due diligence or very limited due diligence. I think we should give them more time to understand the different businesses. And I think then it's much easier to have an opinion. So that's what we said. Let's take a deeper look and then come to a conclusion. Okay. That's helpful. And if I may just ask for curiosity about the overall stuff mix around digital. Could you just remind me of where we would find most of the people that you employ in that very division? So my understanding was so far that Mexico and Bulgaria are by far the largest production hubs. But can you just give us a sense, relatively speaking, what percentage percent rate is employed eventually in Germany, in particular, of the total staffing there? Well, overall, Sebastian, if you look at digital from a manufacturing footprint, there's not too much staff involved here in Germany. It's mostly outside of Germany. If you look at the total environment in Germany, we have a few R and D locations and mainly overhead HQ type of functions, but the majority is outside of Germany. Next question comes from Jurgen Wagner from MainFirst. Please go ahead. Yes, good afternoon. Thank you for taking my question. You mentioned in beginning that AMS will stick or sticks to the employee guarantees given also by private equity. Why then is there opposition from the labor side? And we saw some statements from IG Metall earlier this week. And the second question on synergies. Yes, AMS quantified like COGS synergies of €120,000,000 and OpEx synergies of EUR 120,000,000? How do you see those? Yes. Thanks, Juergen, for your question. I cannot talk for the IG Metall, but to be I think we had an intensive discussion. And I think it's a little bit a logical point. So if you have a strategic investor, you have more synergies. If you have a private equity investor, you do not have synergies. Very simple, you have an investor because these investors of private equity, they do not have any business where you have a synergy. So synergies means quite often that you have layoffs. So and for this reason, the workers' council and the union is more worried about the numbers of possible synergies because as higher the synergies you have, as higher you have the risk that you have a high number of layoffs worldwide, not only in Germany. And for this reason, it is clear that the strategic investor is a little bit more critical from their point of view than maybe a private equity investor. And the second one is maybe Yes. On synergies, we had rather limited insight into those. What we saw is it looked like that the cost synergies overall seem to be feasible. The question is rather how much time do you need to realize it or what's the phasing of them. That is something we would need to further discuss when we get closer to a real deal, if you like. And there were also revenue synergies in the presentation of AMS, I believe. And for those, we didn't have any real insight. So that's something we cannot really comment on. Okay. And you wouldn't say that the COGS synergies would be mainly due to Colim? And if now, once they do due diligence and decide to keep Colim, then those synergies would be much lower? Or is that also nothing you can Again, I don't think we had enough insight in the details. I think just overall, if you look at the synergies, both on the cost of goods sold and the OpEx side and you look at the size of a combined entity and you put that in relation to the total picture, it didn't seem unreasonable or it rather seemed feasible that there must be an ability to realize those. The question is, how quickly can you do that? But again, as I said, they did not had the time and the chance to see any details about opto factories, including Kulin. The next question is from Alok Katre from Societe Generale. Please go ahead. Hi. Alok Katre from Societe. Thanks for taking my question. Just had a couple. Firstly, if you look back at the original approach from AMS few weeks ago and your response to that particular approach, You sort of said that there was a very low chance of the deal. And now obviously, you seem to be a bit more positive on AMSS chances, let's put it that way. Just wanted to know what has changed? Is it just the financing or are there other things that has sort of changed and that now you think that AMS is in a better position? And then secondly, I know it's still on preliminary stages, but has there been any discussion in terms of how the business organization and management and so on of the combined the potentially combined entity will sort of be given the size of the two businesses that could be put together? Thanks. Yes. Thanks, Alok. I think the as you said, in July, we had the first offer of AMS. And I think from the legal restrictions point of view, you immediately have to check is it an offer and is this offer fully financed. And in July, we did not had a fully financed offer. So that was the reason that we said, look, we agree that you take a look in our due diligence room. So if you still remember, we said, yes, we will give AMS time to take a deeper look in the due diligence, but we need a fully financed offer. And that, that mean July and the last Sunday, they came up with a new offer. And then as a Managing Board and a Supervisory Board, you have to check brutal facts. And the brutal fact is that the €38.50 is higher than €35,000,000 And the brutal fact is the financing is secured. And if you have a secured financing and you have a higher price and you have a combination agreement, business combination agreement, you have to recommend to the shareholders that this is a good and fair offer. But again, we will have a detailed response in the next 2 weeks. Your second question about the business combination and the management, I think that's a little bit too early. And that's what we agreed in the business combination agreement, that we will do some more work and work streams to find out what is the best setup, how could be the integration concept, who is doing what. What we agreed is that if we go ahead Munich will be a second headquarter, a co headquarter. But again, details are coming up later. Sure. If I can slip in a third one, if that's okay. Just very quickly, I think one of your largest shareholders was quite critical in their, let's say, rejection of Bain and Carlyle's sort of offer. They were quite it was quite a strongly worded rejection. Do you think $38,500,000 is still a fair value for Ostrand? Every shareholder has their own opinion about fair and unfair. So I cannot talk for any shareholders about the current offer. To be honest, you have to ask the different shareholders. So I'm quite sure some of them will find it good, some may be neutral and some others may be reject. So that's a typical answer. Next question is from Lucy Carlier from Morgan Stanley. I just have more a bit of a follow-up around the concept of the cooperation agreement and how detailed and precise is all this and binding considering that you are mentioning that you still have quite a lot of discussion to have with AMS whether this is around the footprint, whether this is around AMS I'm just trying to I'm just trying to understand a little bit better what is precisely in this cooperation agreement and how binding is this really or how detailed it is really? Because it seems that there's still quite a lot of work stream to be looked at. Yes. Thanks, Lucie. It's a detailed concept. So we worked hard over the last 9 days about this business combination or business combination agreement. How binding is it? We have binding for the 3 years. And we have all relation to the workers' part, we have a binding for 5 years. So I think it's a good and fair combination agreement. And coming back, there's no part about Kulen. They have an interest buying Osram as Osram is including Kulim because they understand that Kulim is a great plant with great possibility, and they need capacity as well. So as I said, I think with our decisions, Osram is attractive as it is. That's the reason we have 2 binding offers on the table. If Osram would have the wrong structure and the wrong strategy, we wouldn't have any offers on the debt. So the part your third question, managing structure, this, as I said, coming up later. That's a little bit too early, and we need some homework together. And that's what we agreed that we will have a working group in detail about an integration concept. In a way, Lucie, you have to just add to what Olof just said. I mean, you are aware of what was in the offer document from Benkala. In a way, you have to see that as a mirror to what was agreed. Now obviously, with a strategic buyer, you're looking into some other topics. You will find in the document the clear strategy formulated for the joint entity, a few general principles of the integration, how the funding is done. Olaf pointed out to the important part for us on the stakeholders, especially our employees, of safeguarded their rights and existing plans. For instance, the document describes the processes and the next steps and first principle of governance. That's roughly what the document entails. So it's a fairly detailed document. And in those cases where the details are not yet clear, I think you just have to also simply accept the fact that, as Ulla said, they didn't have much time for due diligence and the time between when we received the offer and had them to and then waive the standstill, that was basically almost just a week or so. So we focus on those that are important. And for the rest, we just agreed that we need more time. And they agreed that we agreed to do so, and that will just happen. Thank you. I guess maybe it's a little bit unclear is how I mean considering they haven't performed full due diligence and based on what they had said previously around their view for example on digital and so on, how can the jobs can be guaranteed if actually they are willing and so far they haven't said anything different than that to pretty much at some point separate from digital. This is where I'm kind of struggling to understand how binding or how detailed all those provisions are considering that the company had made some statement around the footprint, I made some statement around digital. I appreciate they might change their mind after the due diligence, but considering that this is not done, how are the provision around labor or sites and so on can be binding if this is still up for discussion? Well, again, I think, Lucie, I think all of us are fairly clear on what the terms of these provisions around labor in terms of surviving a certain time, 3 5 years. So that's simply what has been signed by both parties now. If you think about a short due diligence period, it doesn't mean that it was short on everything. It could have been also that they looked into particularly particular topics to form an opinion, not so much on things they probably know because it's very similar to their own business. So I think that's something you have to bear in mind. And as we said, the employee related parts in the documents, very similar or almost the same as the ones to Ben Carlyle, have the same it's basically the same thing that we read already, and that will survive also after closing. Okay. And just maybe my second question was more around the dynamic in the Supervisory Board. And can you maybe help us to understand at the moment if you have direct IG Metall representative in the Board and also remind us around your the company provision around the vote for to recommend a deal. I mean, do you have a qualified majority? Do you have a simple majority of the Board member? Just for us to understand a little bit the dynamic, especially in light of what IG Metall has already mentioned? If you need an opinion from the IG Metall, you have to make a call to the IG Metall. No, that was not my question. It was more what is required in terms of the voting within the board. Is it a simple majority to for the Board to recommend an offer? Or do you have other type of provision? No. We do not communicate how did we vote in the Board. So what I can say is that yesterday, the Board decided to support the combination agreement, and the Board decided that we will waive the settlement agreement. That's so we have a Board decision on that, and this is a clear Board decision. And the rest, if you need any voices, please make any calls to IG Metall or whoever. No, sorry, Olav. That's not it was not my question on how IG Metall or the Board members have voted. My question was for in your status as a company, is there a threshold for decision for takeover to be passed? Is it simply 50% of the board member voting for it? Or do you have other type of provision? So I'm not asking what each board member has voted or decided on yesterday. I'm just asking to understand the mechanics within your corporate governance for an offer to be recommended. So it's not attached to any specific board member. Yes. And I understand your point, but the decision is there. So I have the decision. No, no. I mean, the decision to recommend an offer, which you haven't yet done for the AMS offer. So far, I understand it's the you've removed the standstill agreement. Well, Lucy, I think that's a misunderstanding on your side. Given the fact that we waived a standstill, we do, of course, support the offer. I mean and we will give a reasoned opinion to that in 2 weeks' time. Yes, I meant a reasoned opinion in 2 weeks. So how does that work? Well, it just works the same way as in the last time. So the Bakken now has or will get the document. They will do their review. After that review, they will most likely green light the offer itself. It will be published. And after that publication date, I think we have too many time to issue a written opinion to that offer, and we will do so. All right. Thank you. We have a follow-up question from Sebastian Grova from Commerzbank. Please go ahead. Yes, thank you very much. 2 more, what a surprise. Customary market conditions, that would be my first follow-up question. I think you said earlier on the call with Bloomberg that you made sure the agreement is at least as good as what you agreed with Ben Carlyle. So just referring to the 38.5%. Is there anything else we should be aware of? And particularly, I would be interested if you have received any signs from AMS if there's any backstop or so, any major adverse change clause that they might have on mind, I. E, if the equity index is dropping by Y, that they could then eventually step away from the bit? That will be the first one. The second one is around the Bain and Carlyle that you were very clear on the antitrust that you thought there were no issue because of financial buyer. Now we have obviously strategic interested party and bidder. Any change of thoughts around CFIUS and then potentially any other authority? Okay. Sebastian, so on the first question, there's nothing in that agreement that would sort of do what you just said. So in terms of the equity desktop or anything, actually, there's the equity portion of what the AMS intends to do has been underwritten by the 2 banks that also secured the debt financing. So and there's no link to any market indices or developments in that regard. So nothing in that agreement in that regard. And then your second one was the antitrust job. On the antitrust, it's currently the assessment is from us and from them that we don't believe that there is an issue with that transaction from an antitrust perspective. But at the end, we cannot talk for any legal No, that's our assessment, so we still have to go through the process. We don't know It still take time. We don't know the outcome, but our assessment is we don't think so. Yes. Okay. That's fair. And then just on the other point on the quota, I circle back to you on the agreement being at least as good as the one with Ben Carlyle. Halal? Anything else beyond the 38.5? Anything else beyond really employee protection agreements, etcetera, that we should be aware of? Or is that pretty much what we have been discussing so far? Yes, I think it's pretty much it. And I think you will have the opportunity in after the BEF in review to see also the details, and you will find that what I just said is reflected in there. But I would say the main points we discussed. Okay. Looking forward to the 3 100 pages. Okay. Thank you. Another follow-up question from Peter Olesen from Kepler Cheuvreux. It's actually a follow-up for Ingo. It's on IFRS 16. In order to assess what the financials of the combined AMS, Osram would look like, could you maybe provide some color what the implementation of IFRS 16 will mean for your balance sheet? So the lease liabilities that you will have to recognize and also what the potential EBITDA uplift could be? Yes. Peter, I would like to refer you back to our assessment that we gave in our 6 month financial interim report that you can find on our website where we gave an indication. And we also already gave an indication when we published our annual results for fiscal year 2018. So both these numbers, you'll find estimated in there. Okay. There's also another follow-up question from Alok Katre from Societe Generale. Please go ahead. Mr. Katre, are you there? Is your line muted? Hi. Can you hear me now? Yes. Please go ahead. Thank you. Thanks. Hello, Katri from SocGen. Thanks for taking my follow ups. A couple from my side. Firstly, in terms of if you could remind us on the timeline of AMS's offer publication? Should we expect that to start before the 5th September when Bain and Carlyle's original or let's say the current offer that they have the timeline sort of let's say expires? And if you could just remind me what typically what the offer period should be like from EMS's side? And then does Bain and Carlisle have an option to extend the acceptance period beyond the 5th September if they decide to, let's say, review their offer and so on and so forth like as the press has been speculating. So that's number 1. And just a follow-up to Lucy's question. I think so obviously the Board of Alzheimer's has approved of AMS's offer and the justification and so on will come out in a few days. But I think is there a threshold in terms of if you have let's say if you have 10 Board members, is it that 5 Board members agree to 50% threshold and the others can dissent or abstain or whatever it is and yet the Board it goes down as Board supports the offer or is there like 60%, 70% I think that is what I think she was trying to perhaps get to. And does the management and Surprietary Board both need to agree with a certain majority or percentage of sorts? The German law is very simple. Board approval is board approval. If you have a board approval and there's no question, you have it by 100%, 90%, 80%, whatever. If you have a Board approval, you have a Board approval and then you go ahead. And for this reason, usually, it's a law, do not talk about the details who was voting in which direction. So that's confidential. 2nd one is first question was, Peter, the vein Carlyle offer is automatically extended to the same date as the offer from AMS. So it means if AMS is going ahead tomorrow and that De BaFin agrees, then the both the shareholders has really a possibility between 2 clear offers on the same day, and they expire on the same day end of September, beginning of October. And the idea, of course, for AMS is to put the offer in front of the shareholders before the 5th September. And it's our expectation that, that will also be happening, and the offer period is expected to be around 4 weeks. So that by the beginning, let's say, of October, we will know where we stand with the votes that the shareholders have rendered. Participation. With that, we would like to conclude this conference call. If you do have further questions, please get in contact with our Investor Relations team. Thank you and goodbye. Ladies and gentlemen, the conference is now concluded, and you may disconnect your telephone. Thank you for joining, and have a pleasant day. Goodbye.