A warm welcome to this Media and Investor Briefing. Throughout the presentations, you can post questions in the chat on the workshop platform. Those of you who are dialing in, you will get separate instructions on how to pose your questions during the Q&A session. Here is the customary disclaimer. I hope you have familiarized yourselves with it. Now it's time to present the speakers of this briefing. First, we will have Juha Näkki, President and CEO of Etteplan, and Eva Elmstedt, Chair of the Board of Semcon, and Markus Granlund, President and CEO of Semcon. First, let's give the stage to Juha Näkki. Juha, welcome.
Thank you. Thank you. Welcome, warm welcome from my side as well. As announced today, we have announced a recommended public offer for the entire shareholding of Semcon. The offer price is SEK 149, representing a premium of 31.6% to the closing price of yesterday's market. The total value of the offer is around SEK 2.7 billion. This offer is supported. It's supported unanimously by the board of directors of Semcon. We have also received an irrevocable undertaking from the largest shareholder of Semcon, JCE Group, which is representing approximately 25.9% of the outstanding shares in Semcon.
We have also received intentions from other significant shareholders of Semcon, and confirmed intentions representing 21.7% of the shares in Semcon. A total of slightly more than 47% of the shareholders of Semcon are supporting the offer. The offer, of course, has conditions, and it is conditional for us reaching a 90% shareholding in the company. Different kinds of authority clearances, including the Swedish Competition Authority clearance, which we expect to receive in the coming weeks. As for the preliminary timetable, we are planning and trying to publish the offer and start the acceptance period first of September.
Of course, this has to do with the final approval of the authorities on the offer document itself. This is in brief what has happened today. We are very excited about the opportunity. Now I will go slightly into Etteplan as a company to introduce the offerer. Of course, we are a very much growth-oriented international technology services company. We have three service areas, Engineering Solutions, Software and Embedded Solutions, and also Technical Documentation Solutions. With these three service areas, we serve a wide range of different kinds of industrial clients around the world. We are very much a solutions company.
We like to proactively propose solutions to our customers and combine all the strengths that we have in the company to the benefit of our customers. We believe that with this approach, we can help our customers to create a better world through engineering, innovation, and digitalization. Our culture is this very much entrepreneurial and also people-driven, technology-driven as a company and employees which is the only asset we basically have. It's very much at the heart of the company. If we look at the numbers, we are actually this year in July, we exceeded 4,000 people.
The revenues of the company are projected to be from an analyst consensus this year, EUR 355 million and EBITA of EUR 35 million, just to give you a flavor how the analysts see the market. If you look at the slide, there you also see our growth journey from a couple of years back and our profitability track record intact. You can see on the slide some of our fantastic customers. Our customer base is truly one of our biggest assets, and we are very much looking forward to continuing with them once this deal or hopefully this deal goes through. That would be Etteplan in a nutshell.
Thank you, Juha. Now it's time to give the stage to Markus Granlund. Welcome, Markus. Please go ahead.
Thank you so much. Thank you, Juha, for your presentation. Yes, big news today. I'm just here to also give you a bit of a flavor of what Semcon is all about. For you that have not followed the Semcon journey, just to give you a bit of a background of our fantastic company. We're an international technology company uniting physical and digital solutions. We are the experts in advanced product development, production optimization, and digital aftermarket solutions. We were founded in 1980 and listed on the Nasdaq Stockholm Stock Exchange with more than 2,000 fantastic and dedicated employees.
We have a strong financial position and profitability. We have group revenue rolling 12 months at SEK 1.84 billion. A broad industry mix, so we support customers in many different industries and a large proportion of solution-based deliveries and functional sourcing. We're also present in seven markets, Sweden, Norway, the U.K., Brazil, Germany, Hungary, and China, with 31 offices around the world. You can also see on the slide some of the fantastic customers that we have and that we support every day in various industries, as I mentioned. To do that, we obviously need our fantastic employee, and I'm really glad to say that we have employee satisfaction and engagement on record levels in the company, which is great.
I'm really proud of how the Semcon team over the past few years have executed on a clear strategy, and delivered fantastic results to reach that strong financial position and profitability level that we are at. That has obviously been recognized by the market and now this morning also by Etteplan. Just reflecting over Juha's presentation previously, you can see that there are a lot of similarities between the companies. There is a clear logic in this transaction. Thank you.
Thank you, Markus. Now it's time to bring in Eva Elmstedt. Welcome, Eva. Please go ahead
Thank you very much, Erik, and hello everyone. Thank you. As you have seen this morning, we have also sent out the press release from Semcon and the board, and there we're stating that we're supporting and recommending our shareholders to accept the bid of 149 SEK per share. We've also taken in a second opinion or a fairness opinion, and this was done by PwC, and it actually shows that the offer is fair. In the press release, you can also see that we have a good premium to the share price, a little bit considering on what the time period that you measure, but we deem it to be very good. It's of 30% more, a little bit more than that. We have also looked at other strategic alternatives for Semcon.
Those of you who know us, we have looked, for instance, at the spin-off of one of our business units. When this offer came along, we considered it better in the current market, and also the price was good. That's why we're recommending our shareholders to accept the bid. I think as both Juha and Marcus have mentioned, we see a lot of similarities in Etteplan and Semcon, which is very, very good and positive, I think. Both when it comes to culture and values, and this is important for the board of Semcon, of course, but also when it comes to business models, offerings, strategic thinking. For instance, we both acquired companies within the sustainability area just the last month, so that's very positive.
I think we complement each other in a very, very good way. Just finally, I would like to say that we have used Danske Bank as our financial advisor in this process and Vinge as our legal advisor in this process. Good support from these third parties. I think that's all.
Thank you very much, Eva. Now let's hand the stage back to Juha Näkki for a more in-depth view of Etteplan. Go ahead, Juha.
Thank you. Yeah, looking at the strategic rationale of the deal, as mentioned by Markus and Eva as well, the two companies are very similar. If we were to be able to complete this deal, the joint company would be a Nordic market leader in technology services towards our customer industries. That's very clear. We would have a very strong market position. We'd be a Nordic market leader in product engineering, a very strong player in production solutions and smart factory solutions. We would be a European market leader in technical product information and a significant player in software and digitalization solutions. Really a fantastic position in the market.
We also are complementing each other from the market segments and geographical presence very well. We are perhaps in Etteplan stronger in the industrial customers, while Semcon has more competencies in the automotive and life science customers. In the geographic markets, we are complementing each other well, as well, and extending our global reach, which will be very beneficial for our customers. We would be also an attractive employer. As a bigger company, we would have more opportunities for professional development for our people. We would be in a position to take on bigger assignments, more complex projects, et cetera. This, of course, would lead to better opportunities for the people.
We'd also, in a bigger company, be in a position to invest more into our people development and to different kind of career paths. This would be, of course, a fantastic opportunity for the people. By culture, we are similar. We put people first. In Etteplan, we have a success with people agenda, and people are really the key to success for us. This agenda is high in both companies. Of course, for our customers, with a wider offering and expertise, we can fulfill more complex needs of our customers and serve them better. Also, we will have the opportunity to invest even more into our offering development.
By doing that, we will be able to offer even more diversified services to our customers and by doing that, increase the value we are creating for our customers. There's a very strong strategic deal rationale for this deal to happen. If we can get this deal done together, we will definitely be stronger together going forward. If I then move along a little bit and maybe play a little bit with the idea of the joint company and what would it look like? This would be a company of more than 6,000 professionals working across 12 countries at around 118 offices.
Very strong complementary offering and very strong focus on sustainability. The combined revenues with analyst estimates again would be around EUR 439 million for 2022. The EBITA of EUR 55 million for 2022. Again, these are analyst consensus numbers, not the company estimates. Of course, the office network is substantial. We have overlapping operations or not overlapping, but parallel operations in Sweden and also in Germany and also in China, where we have the opportunity to really combine forces to strengthen our operations. Sweden would actually be our largest market if the deal goes through. We would also be able to answer the key market trends very well.
Digitalization is picking up, accelerating technological development, lack of engineering resources, increasing importance of sustainability. These are trends that are affecting our industry. As a bigger company, we are already, both companies are working with this area significantly, but we would definitely be able to strengthen our operations towards these trends as well. Of course, the market dynamics, closer collaboration with fewer selected partners from our customer, that is happening. Engineering companies need to broaden their offering to meet their customer needs and to serve their customers better. This would also be achieved by the combination in a better manner because we would be stronger with a wider offering, as a company.
If we then play a little bit with the idea of how the company would look like in terms of Etteplan's service areas. Now decisions how the future company will be made or structured have not been taken. We will work together with the Semcon management to decide on that if the deal goes through. If we just play around with the idea that we would have Semcon as a part of Etteplan service area. This is how it would look. All the service areas would be strengthened and the split of the combined company would be 50% in Engineering Solutions, around 25% in Software and Embedded Solutions, and 25% equally in Technical Documentation Solutions.
This being said, these are just the estimates because Semcon's reporting structure today is different. For that reason, these are not accurate numbers. It gives you some kind of information on what the joint company would look like if it were structured like this. We have also complementary markets. Today, Etteplan has a quite big market in Finland, still over 50%. Our target has been to be above 50% in the other markets. With this deal, we would of course achieve that target. I think the customer or the market balance would be very healthy. Sweden, 43%, would be our largest market in the future company.
We would truly be a Nordic company with an extended, global reach. The customer segments are as well complementary. We are well-balanced. We would actually strengthen our operations in all the customer segments. I think that the joint company customer segmentation would be extremely well-balanced for our future endeavors. Of course, there is value to be created for the shareholders as well. We do have overlapping things. We have two systems, we have two board of directors, we have two managements, et cetera. There are areas where we will have cost synergies.
Also, with our improved market position and, with our improved offering, with the great two teams, of people combined together, we believe that we will have significant opportunities to grow our business and to capitalize further on our market position. Currently, we estimate that the annual synergies are over EUR 5 million, and with this, the deal or the transaction, would have a clearly positive impact on the earnings per share for Etteplan. Still looking a little bit on the analyst consensus numbers. I said earlier, 539 revenue or sales and EBITA of 55 for the combined entity. If we look at the numbers of the different companies, again, here we are similar. Both are very much growth-driven.
Etteplan growing slightly faster in this year than Semcon. Semcon having slightly higher profitability than Etteplan. Looking at these numbers, two fantastic companies joining forces to create an even better one. If we look at the financing of the transaction, the offer is not subject to any financing considerations or conditions. We have committed financing available for us to complete the offer for all the shareholders that are willing to sell the shares to Etteplan. We will see how the offer progresses, but the financing is there, it's committed, and we are very much looking forward to proceeding with it.
Going forward, we have also in Etteplan announced that we will move forward to strengthen our own capital structure. Our board of directors is currently considering a rights issue of about EUR 110 million-EUR 125 million. We have published an invitation for an EGM to take a decision or authorizing the board to take decisions on this matter. It is clear that we need to strengthen our balance sheet and gain more equity to make this kind of a deal happen. Now the measures are being taken. The planned rights issue will be conditional, of course, to making this deal happen and reaching the 90% shareholding at Semcon.
The capital will be used to repay the loan to our main owner, Ingman Group, which has participated in the financing package for the deal. Then also to strengthen Etteplan's capital structure overall. The preliminary schedule for the deal is such that we expect the offer period to commence on the first of September. This, of course, being dependent on the authority approvals for our offer document. The offer period then is estimated to end on sixth of October, so five weeks. The announcement of the preliminary and final results will then be taking place in October.
Also the payment for the offered share price will be expected to be in October, providing that we will have reached the levels which we are satisfied with. The EGM related to the financing of this deal and the rights issue that will be convening on the nineteenth of October. That is the time schedule. As a summary, still once more structure and valuation considerations. We are offering SEK 149 per share, representing a total value of SEK 2.7 million, and the premium is around 32%. The estimated financial impact the transaction is expected to have a clearly positive impact on EPS for Etteplan.
The top line and cost synergies will be around or above EUR 5 million. Financing is committed. We have committed financing from financial institutions and our main owner, Ingman Group. To raise more equity to Etteplan board of directors is planning a rights issue of EUR 110 million-EUR 125 million, and we have sent out the invitation to the EGM to decide on this today. On governance, I will remain the CEO of Etteplan, but then the future company structure and the management team, we'll start to plan that together with the management of Semcon, and those decisions will be taken going forward.
Schedule, as said earlier, we expect to start the period now first of September, the offer period, and hopefully then, sixth of October, we will know if this deal went through or not. That's all for the offer at this point. To conclude, this is a fantastic opportunity for both companies. We would be creating a Nordic market leader in our industries that we are very much looking forward to continuing in the process. Thank you very much.
Thank you, Juha. Now it's time to move into the Q&A session. Let's invite back Markus Granlund onto the stage, and let's bring back Eva Elmstedt. We have a few questions posted on the chat. The first one is to Juha. What was the most attractive factor in Semcon to pursue this acquisition from Etteplan's point of view? What was the most attractive factor?
Well, I don't know. There are very many factors, but what I would say is that we have been following, of course, Semcon and other companies closely, but we have been very impressed with Semcon's transition that they have undergone in the past few years. With that transition, they have been able to diversify their customer portfolio and move closer to the same direction that Etteplan has taken. We felt that the great people that Semcon have, the customers, the complementary geographies, these all contribute to a fantastic package. Now we have been able to negotiate the deal with the Semcon board of directors, and we are very happy to move forward with the deal.
I'm hearing similar ambition, similar path.
Yes.
There's a question regarding the overlap in offering. Etteplan and Semcon have been significant competitors in technical documentation and product information. Is there significant overlap, and how do you see the different offerings in the future? Do you want to start, Juha? Well, definitely there is overlap or we do similar things, but I really wouldn't call it overlap. I would call it complementary offering and complementary market positions for companies. We are working with slightly different, also the same, but also slightly different, customers and customer industries, and I think we are only complementing each other. The offerings, we have some things that Semcon hasn't had. Semcon has certain things where they are stronger than we are and some things where we are not.
This is truly a complementing story, and in this particular area, we would definitely be a strong European market leader in this area. Markus, do you want to add something to that?
No, just reflecting on what you are saying. It's rather unusual in the market that companies have the same kind of offerings in this area. Also when we see the trend when it comes to the importance of product information, technical documentation, and the digitalization journey within that field and also learning solutions, we should not forget, is something that is really important for the future and for our customers. We just recognize that Etteplan has the similar offerings that we have in that and that would, of course, strengthening our position both geographically and with the fantastic components that both companies has.
I'm hearing from your words there's strong growth potential there. To a customer segment. In the past, the automotive segment hasn't been very attractive due to very tough competition and pricing pressures. Has this changed somehow now, considering Semcon has a significant weight in automotive? I'm interpreting that this question is to you, Juha, the automotive segment.
Well, of course, we have been working with the automotive sector earlier, but clearly now, with the electric cars and this kind of green transition, the car industry and the automotive industry is undergoing also a transformation. We believe that there is a strong, very strong incentive there to continue investing into electric vehicles and different kinds of things around that. We believe that this area will also be a very interesting market in the future, and we're very much looking forward to continuing with that kind of area.
Yeah. It's a market that's being revolutionized. A specific question concerning the estimated synergy effects. You estimated that the synergy effects will be more than EUR 5 million annually. Where are these synergies coming from? Are they cost synergies, or do you also see sales synergies coming into play?
There are both, of course. The cost synergies we have been able to estimate fairly, of course. This is, we are direct competitors, so the DD process and other things are customary to that, so we don't have that much details. It is clear that we are two stock-listed companies. We are two companies having two systems, two boards, two everything, basically. When these are put together, we only need one going forward. There will be clear cost synergies there, that will be a big part of that.
The sales synergies are also very significant and, in the EUR 5 million, there's a small part of that, but we see really big potential if we are able to to really integrate the companies well and really unleash the fantastic potential that the both companies have together.
Another question for you. This is related to the financial, financing impact of the deal and the economic outlook. You will take significant amounts of new debt to finance the deal in addition to new capital. Considering the deteriorating economic outlook, how cyclical is Semcon, for example, compared to Etteplan, and are you worried at all about the push for strong growth at this point? Many parts on the question, impact of the financing, how cyclical are the companies compared to each other, and your thoughts on the strong growth ambition.
Well, of course, it's clear that we are by no means immune to the market, neither of us. Of course, there is currently with the uncertainty, there are risks in this respect. We are confident that we will be able to continue our business on a good level. Of course, with the financial backing of our owners, we are confident that we will be able to handle the financial situation that we have put ourselves in with this kind of a deal structure. Going forward, we are expecting to create significant shareholder value.
One more question for you, Juha, before we move on to a question to Eva. Juha, are you mainly buying more resources or mainly buying new customers or to give a bigger top line for improved credibility? Are you buying resources, are you buying new customers, or are you growing your top line? What's the priority in this case?
I would say that it's a combination. I wouldn't call resources. We have experts in our companies, both companies, and we have fantastic people. I wouldn't just call them resources. Of course, as a bigger company, we will be able to capitalize on a bigger offering and so on. We can take on bigger responsibilities with larger clients, and we can also bear more risk. For that reason, we will be able to capitalize on the size. It's first and foremost a growth effort. The two teams are very well complementing each other in different customer industries, in the offering and also in other areas.
We see that as a joint company, we will be able to accelerate on growth agendas, and that will be the most important thing for us going forward.
Eva, has Semcon held discussions with other potential acquirers? You mentioned earlier some plans that didn't come to fruition. Have there been other potential buyers?
I think when you launch such a spin-off program that we communicated, I think a year back, of course, we have interested parties then that comes to us. I cannot say more than that, but we are very happy that Etteplan now has given us this bid, and this is what we will pursue going forward as the press release mentions and that we recommend. Yeah, that's it.
Thank you. The next question, I think is both to Juha and Markus, regarding the operational environment. How do you see the current macroeconomic environment? Is the current economic cycle giving tailwind or headwind for Semcon and for Etteplan? Markus, do you want to start, headwind or tailwind?
I would say that we see the same kind of environment that we commented in our quarter in the second quarterly report in this year. That we do see that the transition, both when, just as Juha mentioned, the digital transition that all the companies and all our customers are in at the moment is really giving that tailwind. Also, the sustainability aspect of the green transition that we see for all companies and basically all industries is also giving us more work and giving us that tailwind. Then, of course, we do note everything else that's happening around the world, unfortunately, with war in Ukraine and also this macroeconomic environment, which can be seen as a bit challenging.
At the same time, in our industry, I would say that we have a big transition going on that is supporting the demand for our services quite well.
Juha, would you like to add something to that?
I think I've said already during the presentation. I mean, of course, there is uncertainty. That is very clear, and it's on a high level, b ut still, as Markus was mentioning as well, I mean, there is green transition related investments are growing, supply chains are being rebuilt after the impacts of the war. There are other areas where we see increased demand due to the situation. The overall balance still looks quite good. Of course, we need to see what happens. Even if there were a small bump on the road or even a bigger bump on the road, we still see that we will be well to.
Well positioned to clear it because both company offerings are also fitting very well to a slightly worse market situation. We have the tools and the means and the solutions to actually get over it. Once the market starts to return, this will be a fantastic journey for both companies.
Competition regulation. I assume this is a question to, all three of you at least to consider. Do you expect any issues from competition authorities in the overlapping areas that you have? Who would like to start?
Maybe I can start. I mean, we have today or are about to, I don't know exactly the time schedule, but we are filing the Swedish competition clearance. With the analysis that we have done, we don't see any issues. We don't expect any issues with that. Of course, the authorities need to take their decisions still.
Thank you. One last question to you, Juha. You mentioned sustainability. Does Etteplan have a clear strategy in the areas of diversity and sustainability as an integral part of your business plan?
We do have that, and then we are in the process of also working with it. It is an agenda that keeps on changing all the time, so we are very much working with it. We have invested quite a lot into the sustainability offering, and we do a lot of work in this area for our customers. It's a high topic on our agenda.
We have one last question, just going back to the competition regulation angle. Which particular regulatory approvals are required for the transaction to go through?
It's the Swedish competition authorities that need to approve the deal on all our service areas in all aspects. No other clearances are required.
Thank you. Now, we have covered all the questions that have been sent in by our viewers. A warm thank you to all of you who have followed this media and investor briefing, and a warm thanks to all of our speakers, Eva Elmstedt, Markus Granlund, and Juha Näkki. Thank you and have a very good day.