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M&A Announcement

Jun 8, 2021

Speaker 1

Good morning, everybody, and welcome to Tervastal's webcast and conference call on today's announcement. Mandatory disclaimer first. I will not present that one to you. I will briefly go through the offer, The details of today's announcement and then we'll present that or follow that with a presentation from Feelgood CEO, Joakim Morath, who will briefly introduce the company and then will follow Joakim's presentation with our CEO, And as usual, we'll have a Q and A in the end, and we'll take questions from the phone lines as well as through the webcast after the presentations. So today, we have announced that we have bought 72% of the shares of Fielkud Svenska, which is a public listed company in Sweden.

And in addition to that, We have made a recommended mandatory cash offer for the shareholders for the remaining stake. The shareholders of Feelgood are offered SEK 5.7 per share and that represents Total value of SEK 606,000,000 which is approximately SEK 60,000,000 There's a premium of 43% compared to the closing price yesterday. And the completion of the offer is not subject to any conditions. As I previously mentioned, the Feelgoods Independent Committee has confirmed that it has unanimously recommended the offer for the shareholders. And the recommendation is Also supported by a fairness opinion from external adviser.

I will give this then over to you, Joakim. Can you hear me okay?

Speaker 2

Yeah. Thank you very, very much. Good morning, everyone. My name is Joakim Morat, and I'm CEO for Feelgood. I will give you now a short introduction to Feelgood.

But first, I would like to thank Ville and the team for a good process. And me and my management team have really appreciated the process and look forward to And team have really appreciated the process and look forward to continue this. The feel good concept, our vision is to have the healthiest customers. That's the fundamental for everything we do, and I think that goes very well along with Tervistadro's own vision. As an outcast of this, we have a price every year for the Swedish Healthiest Company.

And I think it's very important To show all the good standards we can find on the market and the good behaviors. And we also try to provide that to all our customers. And we also have a business concept that says that we should offer the most innovative health services. And I think we show that we go well along with that since we are the leading position in Sweden as the most digitalized occupational health company. And we are continue driving this development in the front here in Sweden.

I think we also can do that Very well together with Teraustaler and learn a lot from them in their own digitalization. Yeah. Little short fact about us at Feelgood. We have around 700 specialists. We have all different competences like doctors, physiotherapists, psychologists, nurses and so on.

I feel good have been a company for the last 26 years now. We have a yearly revenue around SEK 700,000,000 krones within EBITDA around SEK 80,000,000. For us, we have been driven this DG physical Development of our offer to our customers very hard at last years. But of course for us like for everyone else the last hard year with the pandemic over the world have driven this much faster. And the digital physical concept is a combination that we think we should provide as much as possible In digital solutions, but the physical meeting between people are also very important.

An effect of this and what happened last year is that in February 2020, we had 60 just 60 Individual digital meetings. In February this year 2021, we had more than 6,000. We have already prepared for this since several years before. So we were well prepared when it happened. And that means that we had both the offers and the products And the digital solutions that we could really meet up to this.

And I think we'll see this continue grow and we have to be Fast to meet our customers' needs there. You can find us on 120 locations Throughout Sweden, we have 58 of those are our own, 62 of them are with our partners. They are mainly in the small cities where we think it's good to have a small entrepreneur that drives their own business. We are found in all major cities all over Sweden. We have around 8,000 customers, both private and public customers.

And with them, it will come 800,000 customer employees. But today, we also talk about their families. That's nearly 2,000,000 Swedes. Since we have introduced an app called Steelgood Plus that support All the customers and their employees, if they want to sign up for a free Service that gives them all medical and health services that they need like doctors, nurses, physiotherapists, Personal trainers and even access to quick surgery, all of that free of charge. That means that all customers, employees And the family can get access to that one.

We are trying to help our customers with the big pictures, and that means that we have divided our business now in 4 business area. The fundamental and still the major business for us is the Occupational Health. That's where we have all our customers. But we have broken out now the organizational leadership part, that's our management consultancy part. And all are now today 25 organizational management consultants are psychologists with And organizational background, and we see this business area growing quite fast.

And then we have harmful juice. That means when you have problems with drinking, medicals, narcotics, gambling and so on, we can see this business area also Business area also growing quite fast and it haven't been consolidated neither here in Sweden or in the Nordic countries and we see Nice big business area to develop. And then we have the Private Health. And as I said a little bit earlier here, there we have Feelgood Plus, our app that provides Necessary services especially in medical service and health services to our customers, employees and their families if they want. You can find Sweden all over Sweden.

We you can find Feelgood all over Sweden. We have 5 regions. And as I said before, we have 58 units and 62 partner units, and we can Support with all our competitors in all regions and in all units. And when it comes to our customer base, it's very strong and it's very Wide and we have a long term relationships with our customers. For instance, we have worked with Volvo Cars for the last 17 years, Saab, 11 years.

I think Skanska, another 17 years. So there is long term relationships with many of our customers. We are strong in the construction business in Sweden, in banking and in the industrial side. And the customers are very satisfied with us. The NPS is 7.8 of 10.

I think you all recognize a lot of the brands here. And I think In the future, we can see what we can do even in the cooperation over the Nordic countries with this. And when it comes to the digital development, We are in the leading position here in Sweden and we can support all levels within our customers We did digital solutions. In the basic, we have a web portal for the managers to find all information they need. They can By our services, contact us and everything.

But we have also some Our self developed products like an employee service, we have our own team making digital educations. And in the background, of course, we have the Feelgood app that service all our customers with all the necessary information. This was a very brief introduction to Feelgood, and I hope that you have a first glimpse of us. Thank you very, very much.

Speaker 3

Thank you, Joakim. On my behalf, of course, I want to express my gratitude to Feelgood team and Joakim also for a very smooth and transparent process. I'm very excited and happy that we have we are Where we are today with Feelgood and this acquisition. A couple of words around Tervesterlo and From what basis are we taking this new step and new leap? Our first entry into New Market and Cross Border Acquisition.

Many of you know Terve Stalow very well, But still a couple of basic facts. We are, as Joakim already pointed out, highly digital. Just to name a couple of examples. Last year, we had 1,800,000 remote appointments. We are 20 fourseven enabled in all of our services basically and all of our disciplines.

They drive digital Channels as an alternative for physical ones. We have the widest network in Finland with 309 Clinics supported, as I said already, a vast digital offering with 20 fourseven Availability and Accessibility. We are roughly SEK 1,000,000,000 of revenue, and we aim to be Profitability leader in the Nordics and aim at 12% EBITA level. Terrestrial has a fairly balanced customer split. We are 1 Let's call it 30% private, 30% public.

But the strongest business for Ternevals Tanustil is Occupational Healthcare. And it's important to point out that this is the bedrock upon which TeraWestaler has been founded And upon which many of the terravesteral capabilities and our scale has been developed upon. We are number 1 in Finland. And just comparing some figures, we are close to SEK 500,000,000 revenue in Occupational Healthcare, which gives us a leadership position in also international context. More than 20,000 customers and more than 700,000 Employees covered with the occupational health care contract.

So very, very strong customer base, very strong Contracted customer base upon which then different type of services and new services adjacent services And digital services can be scaled upon. Finnish Healthcare System is a unique one, And it has incubated, so to speak, unique capabilities. We feel that we are a leader in this field. We own this one. Like in Sweden, we have preventive part of occupational health care.

There we have developed advanced tools for preventive health care, risk based, AI based tools to detect individuals at risk, So that the interventions can be done in effective and focused manner. And this toolkit Can be deployed at later stage also to new markets and in this case, to Sweden. Finnish Healthcare System and Occupational Healthcare System consist of 2 parts. It's not only preventive. It's Preventive Plus Primary and Secondary Care in totally integrated package.

And that has enabled us to really develop the skills that I'm going to talk about in a couple of minutes. We believe in platform model. TeraWestaler has been running a platform model for quite some time. We could call this one a sort of a just on time health care, where really the demand from different customers and customer groups Dictate where we are deploying our resources in highly dynamic manner. So we are running a platform where customers And then our professionals attached to in a dynamic way, as I said.

And this gives a lot of customer value. This enables us to develop this integrated care change, Integrated system, integrated management, integrated data. We talk A lot about platform. We talk a lot about digital and capabilities that we have been able to build upon our services. But one needs to remember that this is people to people business.

And in Finland, we have been number 1 employer In Healthcare, for years and we are committed to continue in the same fashion. Healthcare is in Finland and in Europe in general, and I would say rest of the world also, Supply restricted business. So the availability of professionals and your ability to recruit is a key to success. This one, we have excelled in Finland, and we aim to do the same thing when we are entering a new market. And Feelgood, obviously, is a great platform To share the same ideology and same values within a new market.

We are entering a new phase, but we have tested our capabilities in the history. Track record of TeraWestalo when taking new leaps and new steps to new areas is a solid one. Tervesterlo is only 20 years old company, but it has grown basically from SEK 0 to SEK 1,000,000,000 during this period, Growing through acquisitions and organic growth alike. Tervastal has added new services to its portfolio and new customer groups to its portfolio over the years. And each of these steps, They have been conscious ones and track record speaks for itself.

Now we are about to enter A newest chapter in Tervastal history and Tervastal story by entering new market, Sweden are starting to deploy our unique capabilities in there. About the acquisition itself. Maybe one needs to pause for a second And just remind ourselves, what are the key capabilities and scalable competencies that we talk about? Where is Terve Stalow really good at in international context? I would say that it's a threefold package.

First of all, we are leader in occupational health care, as stated earlier. We are the biggest and we are the brightest. We have had the scale and the margins To enable us to invest in tools and processes and our customer value in this area. Secondly, we are used to run integrated care chains, fully integrated system with integrated data, Uninterrupted care chains with high customer value for individual customer, be it through a corporate channel or then a consumer channel. Thirdly, based on these 2 first capabilities and the way that we are used to operate, We have been able to invest in long term a lot in digital, and our digital suite is highly advanced.

We continue to invest in that one in our home market. And we think and I'm convinced that we can deploy Some of that suit quite fast due to new market and help Feelgood in their business in short term also. What we are doing with the feel good now is that we are entering new markets through our comfort zone, so to speak, through occupational health care. We are combining 2 leading companies in this field. Interesting fact here is that we are more than doubling Our customer base, number of contracted customers with the upcoming acquisition.

Whenever you are especially developing digital Services, digital tools, typically the bottleneck for your market entry is lack of contract Customers. You might have nice gadgets and nice services, but you don't get the traction. We have that vast customer base available. We have the digital suite available. And this is Matching between these two ones.

Why Sweden? We have commented many, many times in the discussions with the investor community that we know our neighboring markets Very well. We have looked at companies. We have looked at the markets. We have studied them.

And we have also commented that when the time is right and the opportunity arises, we are ready to make a move. And this is what's happening today. We have decided to go through occupational health care and to Sweden. Sweden is a highly lucrative market for us for many, many reasons. First of all, of course, this occupational health care base exists there.

So a perfect entry point for Terraverse dollar. Market is still quite unconsolidated. As you know, with experience of 200 plus acquisitions in our history, We know consolidation game pretty well. That's in our toolkit. Swedish Healthcare market as such It's a large one, much sizable than the Finnish market.

And it's growing faster than the Finnish market. So with the acquisition, we are doing sort of low risk, high potential move by entering Through our comfort zone, but at the same time creating a lot of different new growth avenues for company and for TeraWestaler's capabilities to be scaled. I touched upon already this Just on Time Healthcare. Finnish Healthcare System Masters a couple of things well as does TeraWestal. And this Model where we are truly integrating between occupational health care, primary care and specialty secondary care 2 different type of payer models is something that Finnish Healthcare System is very good at and Tera Westtalo, as a leader, really owns this fair.

This is not today Sweden's health care system, but there are signs that PC start to move into this direction. And we can truly add value to customers Through mastering this integration and integrated care chain, integrated management of health care. And we in the future, we are looking opportunities also outside Occupational Healthcare And are planning to deploy our capability with this integrated care field. Value Creation, in short term, obviously, we have done our homework. As I said, we have experienced Team, we have done more than 200 different acquisitions.

We obviously know the hard cost synergies. And we have a very long list of additional revenue potential top line synergies, Which will come in longer term. Next steps. This is the 1st day of in a sequence of events, which hopefully lead to, At one point, full integration of FeelGood to TeraWestalo. And here you can see the Events in upcoming days.

With that one, I will hand over to Kati and most probably Q and A. And welcome, Mr. Ilkka Lourila, our CFO, to the stage as well.

Speaker 1

Thank you, Ville and Joakim. And we are now ready to take questions. Do we have any questions from the phone lines at the moment?

Speaker 4

Yes. Our first question comes from the line of Sami Sykomish from Nordea Markets.

Speaker 5

Okay. Hi, thanks. I have actually three questions. First one to feel good management. Just looking at your recent financial performance, revenues fell by 7% last year.

And still in Q1, UDC 7% revenue contraction. Can you open up a bit reasons for this that why have your Corporate Healthcare clients being cutting back on spending. And when do you expect the business to rebound?

Speaker 1

Do we have Joakim on the line?

Speaker 2

Pardon?

Speaker 1

Yes, we can hear you now.

Speaker 2

Okay, great. As for many countries, we had the same situation as we have in all other European countries during last year that people were starting to work From home that meant that the number of meetings in our clinics and in other channels went down during last year. But we can see it's coming back more and more now. That's still that was the effect of the decrease in revenues last year and in the beginning of the year. We had a little bit of a tough start in the Q1.

But as we wrote in the report, it shows big difference in March.

Speaker 5

Okay. And then I have two questions for Terabas Tolle Management. First one on synergies. You're estimating €1,000,000 from mainly costs. Can you open up potential areas for revenue synergies With some examples when looking at current offerings of the 2 companies.

And then secondly, are you planning on strengthening the Swedish position with further acquisitions or does this offer an adequate platform for future revenue growth in Sweden?

Speaker 3

Thanks. If I start with top line synergies that we are looking at, There are a couple of sort of obvious ones. Of course, we are now looking at companies that have presence in both Finland and Sweden, There are many. Of course, we plan to develop offering for those customers and the customer base, then we have a long history and a lot of experience in Selling adjacent services to our customer base, we will support. Feel good, obviously, in that effort.

Then as I said earlier in the presentation, the health care market in Sweden as in Finland is supply restricted. We think that this move will further improve employee image of feel good amongst the professionals And also within Finland and hence, the ability to provide services will improve. Jokka, do you

Speaker 6

want to Yes. On top of that, obviously, the different digital solutions that we are in the future able To bring to Sweden, that obviously provides opportunities to top line further top line growth in Sweden as well. Then when it comes to M and A opportunities in Sweden, obviously, the market itself is much more Fragmented than the Finnish market. There's a sort of consolidation game, so to speak, ongoing, and there's Many consolidators in the market owned by private equities, etcetera, etcetera, which are consolidated in different areas of the Swedish health care markets. Then on the other hand, as it is deconsolidated and owned by private equity, these many target companies, It provides opportunities for the strategic buyer like us for further growth.

And in all, basically, health care areas that was discussed to be able Someday in the future, provide more integrated care chains like Wille discussed.

Speaker 3

Maybe one particular example of the digital offering that we can start deploying Very soon to feel good is it is from the suite of Occupational Healthcare Risk Management Preventive Care Suite that we today have. So we are I would say, we are leaders in this And we sell these solutions now inside our packages in Finland. But there are some customers who already today, even in Finland, are Buying separately the tools that we provide digitally. And of

Speaker 6

course, Fielkud as an independent company has its own plans for the future, both for obviously, for the M and A and For the Service and Digital Development, and we obviously look forward to be able to, in the future, discuss More about those opportunities that they have also identified in their plans.

Speaker 5

Okay. Thank you very much.

Speaker 4

And the next question comes from the line of Panu Leidenaki from Danske Bank. Please go ahead.

Speaker 7

Yes, thank you. I have two questions. First one is on the integration of this acquisition. So Do you plan to kind of move to bring the Terre Vaestalo brand to Sweden? Or will this continue at the same brand Going forward?

And then the second question is about the kind of differences in the market and maybe business model. I mean that it seems that the spend per employee in Sweden in Occupational Healthcare It's much, much lower than in Finland. So I was wondering, is this business actually quite different compared to what you do In Finland, and what kind of future do you see for this? Is there a trend that do you expect the Swedish employers to spend more as well?

Speaker 3

If I start from the latter question. So as stated in the presentation, Swedish Occupational Healthcare is different in a way that it's almost solely preventive care as of today. But as Joakim in his presentation stated, there are already things going on inside Feelgood where they are Developing and pushing new services on top of that one. Finland is a combination of Preventive Care, Primary Care, Secondary Care. And hence, the revenue potential in Finland is higher.

So the business model as such is it's different and same at the same time. It's same in preventive, but it's different with the integration to Primary and Secondary Care. As I said earlier, there are signs in the market in Sweden that Customers are looking for more integrated solutions. So one way or another, It's more it is likely that more integration will happen between these disciplines. Right now in Sweden, it's a Highly fragmented picture.

So primary case, 1 piece secondary case, 1 piece occupational health case is 1 piece And also the role of insurance companies, it is growing, but it's smaller than in Finland. Then as to integration and branding, Feelgood will continue as independent brand for the time being. Tervesterlo does not really As a sort of a sound bite, it doesn't fly in Sweden. We have tested actually in a couple of surveys. And we have our language that it is what it is.

We will need to take another route.

Speaker 7

All right. Makes sense. Thank you.

Speaker 4

And as there are no further questions, I'll hand it back for any closing remarks.

Speaker 1

Thank you. I think I will still check if we have any questions from the webcast. I think we have some. Go ahead, Lieseme.

Speaker 8

Yes, we do have some that haven't really been covered yet. So the first one comes from Ole Wilkbo in Teras. How is Feelgood revenue split between fee for service and fixed revenue? That's probably for Joakim.

Speaker 2

Yeah, Ami. Could you just repeat the question again? You said it how it was divided by?

Speaker 4

Yes, I

Speaker 8

can repeat. How is the Feelgood revenue split between fee for service and fixed revenue?

Speaker 2

Most of our revenues is based on the contract we have with each of our customers, and that means that we each year make a budget all our customers. And that means we don't have any not much of a fixed revenue, but for each year, we know how much We will have a revenue per customer, more or less.

Speaker 8

Okay. Thanks. Then we have a couple of questions from Anssi Rausse from OOP Markets. How do you see the return on capital metrics to develop in The future and do you have to invest more money in growth in Sweden than in Finland to achieve the same earnings? In other words, can we expect to see lower return on capital metrics in the future when looking at Terva Ustalam?

Speaker 6

Obviously, we haven't done that kind of plan For the future, now this is a first step to Swedish market and provides lots of opportunity, Both for the organic growth and for the inorganic growth. Maybe as a note, The occupational health care business as such in the Swedish health care model is not that CapEx intensive Than the Finnish Occupational Healthcare, which typically includes the sickness care and Diagnostics and imaging and such. So from the organic growth perspective, It's actually a bit opposite. It's from the sort of Balance sheet perspective, it's actually a bit closer to our public business, which is also very asset light Type of business.

Speaker 8

Okay. And then a couple of more questions from Anssi. You stated that you are looking for organic growth and more M and A in Sweden. How long you have to wait and see that everything goes fine with Feelgood. The second question would be that if something goes wrong and you are not capable to achieve your targets with Feel good, are you willing to take a step back and admit that Swedish market entry was not the right move?

If so, how much are you willing to give time to this transaction to show results?

Speaker 3

Yes. There's no exact time line set for the acquisition and return On that one, as Jokka stated and I said earlier, this is the first step. We have acquired a platform which is in safe hands As it is today, we see a lot of potential in improving feel good As a stand alone case, but really the beef is in additional growth in organic and inorganic manner. So no set time limit as of today. Obviously, you don't actually even need to answer to the question if we are I'm willing to admit if we have made mistakes.

Of course, that's our job.

Speaker 8

Yes. Okay. So we don't have any more questions from the webcast.

Speaker 1

Okay. Thank you. Thank you, Joakim, for participating in this webcast. And does Willi have any closing remarks?

Speaker 3

Well, it's exciting days for TeraWestaler and Feelgood. And maybe I close with welcoming Feelgood team In the future, to Terves Tala, I think you are sailing to right harbor with the move that we are making today. Very exciting to have you on Bok.

Speaker 2

Thank you very much.

Speaker 6

Thank you.

Speaker 1

Thank you. Bye.

Speaker 6

Bye.

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