Valmet Oyj (HEL:VALMT)
Finland flag Finland · Delayed Price · Currency is EUR
22.22
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May 4, 2026, 6:29 PM EET
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M&A Announcement

Apr 1, 2022

Pekka Rouhiainen
VP of Investor Relations, Valmet

Good afternoon, ladies and gentlemen, and welcome to this news conference regarding the merger of Valmet and Neles. The merger was completed today, and Neles is now Valmet's fifth business line called Flow Control. Today's agenda consists of a presentation by President and CEO Pasi Laine, and after the presentation, there will be a chance to ask questions, and those will be addressed by Pasi Laine, CEO, and Kari Saarinen, Valmet CFO. Without further ado, Pasi, please go ahead.

Pasi Laine
President and CEO, Valmet

Thank you, Pekka. Welcome on my behalf as well. Our presentation title is today Merger of Valmet and Neles created a leading company with unique offering for process industries globally. We are very happy to announce that now the merger has been completed and the real work starts. My agenda is following. First, I'll tell some words about Valmet and Neles in 2021. Then what offering we will have as a combined company. Then some words about rationale for the combination. Then how we are positioned for future growth. Some words about merger consideration and then new financial targets, guidance for short-term market outlook. Like Pekka said, after my presentation, there is a question and answer session where Kari is joining me.

First, some words about Valmet and Neles in 2021. M ost of you very well know, our orders received last year was at record level, about EUR 4.7 billion. Our net sales a little bit under EUR 4 billion, so EUR 3.9 billion, and our EBITDA was EUR 429 million. We employed about 14,000 people and operated in over 30 countries, and we spend in R&D about EUR 82 million. Strong numbers. We look roughly the same numbers from Neles. Neles order intake last year was EUR 625 million, net sales was EUR 611 million, and EBITDA EUR 87 million. Neles employed last year about close to 3,000 people, 2,950 people. Neles operated in about 40 countries.

In Neles, it's important to pay also some attention to the industries they are serving and have been serving in 2021. About 31% of the orders came in pulp, paper and bio. About 29% in oil and gas. Industrial gas, which is a separate topic, so gases like oxygen, 6%, chemicals 18%, and other industry 16%. The ones who have raised concerns about Valmet sustainability, and I'm sure that this will come also as a question in Q&A, we can now tell that about 4% of the total growth of the company's net sales is coming from oil and gas, where of course Neles plays very important role in reducing the emissions and improving energy efficiency. Pulp and paper is the majority, oil and gas 29%.

Some words about the offering. Now we have very good offering. In process technologies, we have good offering for board, paper, and tissue. In all of them, we are market leader. We are in pulp and energy strong player, being number 1 or number 2 depending on the area. In services, we are strong player being number 1 or number 2 in the total services for pulp and paper industries. Automation, like I will come later on or will be later on commenting, we have good offering now including Automation Systems and Flow Control. Strong offering now to serve both our customers who we can serve together and of course other customers as well. If we combine the numbers in the history, this merger is a merger between two strong companies.

Our orders received together would have been last year almost EUR 5.4 billion, and we would have had good track record in developing the company together. Net sales the same, both companies have good and solid track record. Comparable EBITDA in euros, the same story. Both companies have been managing its businesses in solid way. Of course, comparable EBITDA would have been as a combined company improving year after year in combined company as well. Strong track record in both of the merging companies. How the company would have been in 2021 combined company, and these numbers are illustrative key figures, not pro forma numbers. Our orders received would have been almost EUR 5.4 billion together.

Our net sales would have been a little bit over EUR 4.5 billion. Comparable EBITDA, EUR 518 million and comparable EBITDA margin 11.3%. We would have employed about 70,000 persons. Strong numbers from illustrative numbers from 2021. If we look the pie charts by net area first, Europe would have been still the biggest area, 41%. North America, 32%, so bigger share than in legacy Valmet. South America, 10%, and China and Asia Pacific, then 28%. Geographically, very good distribution over the globe. If we look at the business lines, paper would have been 26% and pulp and energy, 23%.

Meaning that little bit less than a half would have been coming from process technology businesses. Services would have been about 30% of the business and Automation together 20%, divided so that 13% would have been from Flow Control and 7% would have been from Automation Systems. Geographically, good distribution and net sales wise also by business line, good distribution with variety in the businesses. Of course, our global presence as a combined company is stronger than it used to be. Both companies have had strong distribution and production network over the globe, but of course, the combination is even stronger. We operate in more countries than the previous companies have been operating alone.

We have about 140 service centers, many production units, many R&D centers, and many performance centers. In North America, we employ almost 2,000 people, in South America, over 700 people, in China, close to 2,300 people, and in Asia Pacific, 1,150 people, and in Europe, 10,670 people. Today's Valmet is a strong company in all corners of the world where the strength is needed. Good solid platform for future development of Valmet. We have been in Valmet working with sustainability since the beginning, since 2014, and we have had good success also, and we have been included in, for example, in Dow Jones Sustainability World Index all the years.

We launched a new concept for continuation of our 360-degree approach in sustainability this year. We have now, as we have earlier had, actions for environment, social governance. Now to make it clear and simple to understand for external internal people, we have created a system where in environment, we work with environmental efficiency, climate, and circularity. In social, we work with engagement, workplace, health and safety, and corporate citizenship. In governance, we work with ethical business practices, sustainable supply chain, and transparent reporting. We develop sustainability all aspects of our daily life and daily work.

As a subsegment of ESG, we have a climate program which we launched in the beginning of last year, where we talk about reduction of CO2 emissions. We target to reduce supply chain CO2 emissions by 20%, in our own operation by 80%, in use phase of our technologies, -20%, and then we also are committed to develop technology so that our customers can achieve 100% carbon neutral production in future. This target is set to be reached by 2030. Of course, these targets are now valid for Neles as well, and Neles is included in the target setting. Of course, this work continues also in new strong Valmet.

Some words about the rationale of the combination, and most of you have heard the rationale earlier, but maybe I go quick through that in any case. We have now unique competitive and balanced total offering for process industries. We have a large recurring and stable business providing resilience to business cycles. We have a strong industrial logic for the combination of Flow Control and Automation Systems. We have solid platform for further growth in Flow Control and Automation Systems. Of course, we target to have cost synergies and sales synergies from the merger. First, the offering. Now, in process technologies, like earlier, we have paper, pulp, and energy, where we can do total production lines, we can do rebuilds, and we , of course, have standalone products as well.

Their market position is strong. In services, we have very good and wide offering because our technology offering is the widest in industry, and then it means that our services offering is the widest for our pulp and paper customers as well. Now we have very strong automation corner in our triangle. Now automation corner in the triangle consists of Flow Control and Automation Systems. Come back in next slide to the offering, but now one can say that we have very solid triangle, good offering process technologies, very good offering services, and very strong offering in automation than we had yesterday. Talking about the stable business next. Now we can say that the combined company would have had almost EUR 2.6 billion stable business order intake last year.

When we started as Valmet, our order intake in services was about EUR 1 billion. We have been growing that year after year, then came COVID and now last year we were again on higher level in order intake than before the COVID. Organic growth and some acquisitions to strengthen services, and services is now close to EUR 1.5 billion. We acquired Automation in 2015. It was about a little bit more than EUR 300 million business. In this graph, we have only three quarters of the year. Since then we have been growing it so that last year order intake was EUR 467 million. Now on top of that comes the order intake of Neles. Last year it was EUR 625 million.

All in all, the stable business where we have possibility for organic long-term growth with organic actions and where we have reasonable profitability, that volume is now EUR 2.6 billion. Of course, comparing the starting point where Valmet started, the change is big, almost EUR 1.6 billion. The combination of automation or the combined offering automation is very good. For the customers who we serve together, pulp and paper customers, we have now very good offering. A ll the critical valves, all the valve automation, all the valve controls. On top of that, distributed control system, quality management system and analysis. The offer, we can solve almost all the critical automation-related issues customers have in pulp and paper. Then of course, Neles, especially our flow controls is serving non-pulp and paper customers.

There the share of the business is roughly 70%. In our Automation Systems business, the share is only 30%, the share of business coming from outside pulp and paper and power. Of course, we will work hard on trying to make sure that the customers who are now buying valves from us would be in, at least some of them would be using our systems offering later on. Flow Control is a role model for our systems business. One day I hope our systems business is also such that over half of the business is coming from outside pulp and paper. Good offering and Flow Control is a good role model to develop our systems business further. We have, of course, organic growth opportunities in Flow Control and in systems business. We have acquisition opportunities in both.

Of course, now Valmet has also an option to continue to widen the product offering in automation space with acquisitions. This of course opens new possibilities for us to develop the company further. It's an important option we will of course study carefully in coming years. Of course, we will focus on valves, we will focus on systems, but there is also a possibility to even widen the automation offering now when our automation business altogether is already about EUR 1.1 billion as a combined with combined order intake. Synergies, we have been planning the synergies to the extent which has been acceptable to the competition authorities. We have had many people working on the topic.

We see good sales synergy possibilities, not that much in pulp, but quite a lot in paper, board, tissue and energy, cross-sales synergies, and then of course, combined sales possibility between flow controls and automation systems. We see possibilities for future, R&D work together where Neles could benefit or flow controls could benefit from the work what we have been doing, for example, in remote diagnostic and remote monitoring tools. We will see also cost synergies, simple ones are common locations and listing company related costs. Of course, we will have only one support organization in long run.

There might be some synergy benefits, but those ones we will of course first plan and then discuss in detail with our personnel, and then we'll come out with the announcement. There are no decisions yet made on those topics because of course, we have to obey all the legal constraints we have on these topics. As from the integration point of view, we see that we have same heritage, we have very much similar management systems and same values. The integration risk itself should be limited. Of course, something can cause some challenges, but all in all, we know Flow Control and Flow Control knows us. The target for integration or the synergies together is about EUR 25 million.

Future of Valmet, I've been saying, we have process technology, services and automation. On all these topics, we have possibility for organic growth and also we have possibilities for acquisition growth. We have interesting topics what to develop in all these areas, like in process technologies, I can mention cellulose-based and recyclable textile production as one opportunity or 3D molded fiber products. We have future opportunities to even extend our offering process technologies. In services, we have good product offering, we have good services network, we have still plenty of work to increase our market share in services. Now, in automation, we have good products in Flow Control, good product in Automation Systems. We can continue to strengthen both of them organically and with acquisitions. Then some words about merger consideration.

Like you remember, in 2020, we acquired about 29.5% of Neles shares, and we paid for the acquired shares EUR 456 million. Average price was then about EUR 10.27. Neles shareholders got this morning or last night 34.7 million Valmet shares, which amounted to last night's share price about EUR 978 million. If you calculate these two amounts together, then the cost of Neles shares amounted to EUR 1,433 million, which is now the amount we have spent either as shares or as cash in acquiring Neles shares.

Last night, our share price was EUR 28.21, and that the calculation based on that. Now the number of shares in Valmet has increased to 184.5 million. Of course, we have to remember that Neles paid an extra dividend before the merger to its shareholders, and extra distribution of the funds before the merger to Neles shareholders. That was EUR 2 per share. Good. Some words about financial targets, guidance, and short-term market outlook. Like we announced in last July, we said that we'll change a little bit the target setting after the merger. In growth, we are saying that the stable business, meaning services, Flow Control, Automation Systems, should grow twice the market growth.

Net sales has the same target setting as earlier to exceed the market growth. Profitability target will increase now to be between 12%-14% in EBITDA percentage. Earlier, the same was 10%-12%. Increase in target setting for profitability. In return of capital employed, we had to reduce the target from 20% to 15%. The reason is that there will be some goodwill coming from the merge. Dividend policy continues to be the same, dividend payout at least 50% of the net profit. Main topic here is that we have now increased the profitability targets for Valmet. Guidance.

We guide now the market that Valmet estimates that including the merger with Neles net sales in 2022 will increase in comparison with 2021, and comparable EBITDA in 2022 will increase in comparison with 2021. Some words about the market outlook, and this is the market outlook we gave out on the third of February and Neles gave out on February 4th. This will be updated once we come out with the new short-term market outlook at the same time when we announce our Q1 figures. Our guidance has been in services good. Flow control as an average has been saying that the market outlook is good. Automation systems business, good. Pulp, good. Energy, satisfactory. Board and paper, good. Tissue, satisfactory. Thanks for listening to my presentation, and now it's time for questions and answers.

Operator

Our first question comes from Johan Eliason with Kepler Cheuvreux. Please go ahead.

Johan Eliason
Analyst, Kepler Cheuvreux

Yes. Hi, Pasi. Hi, Kari. I hope you can hear me.

Pasi Laine
President and CEO, Valmet

Yes, we can.

Johan Eliason
Analyst, Kepler Cheuvreux

Hi. Just a very brief question on your guidance obviously. Now, including Neles, I'm not surprised that you are reiterating growing top line and growing EBITDA. Would that still have been the case, if Neles wasn't added?

Pasi Laine
President and CEO, Valmet

Well, Johan, thanks for the question. We are one company now, so actually very difficult to comment now that because Valmet is now one and we only give guidance for Valmet and not the legacy Valmet anymore.

Johan Eliason
Analyst, Kepler Cheuvreux

You haven't seen any recent developments that would make you have looked at the guidance otherwise?

Pasi Laine
President and CEO, Valmet

Well, that is something that we are coming up on April 27th once we come out with our Q1 figures.

Johan Eliason
Analyst, Kepler Cheuvreux

Okay. Thank you.

Pasi Laine
President and CEO, Valmet

Thanks , Johan.

Operator

With that, we have no further questions. I will now hand back to our speakers for any final remarks.

Pasi Laine
President and CEO, Valmet

Good. Pekka will say something, but thanks for listening to us. Now Pekka will say the final word.

Pekka Rouhiainen
VP of Investor Relations, Valmet

Well, w e then conclude the event here. As said by Kari, we will then meet again on April 27th when we will publish Valmet's Q1 interim report. U ntil then, thank you, everybody.

Pasi Laine
President and CEO, Valmet

Thank you.

Kari Saarinen
CFO, Valmet

Thank you.

Johan Eliason
Analyst, Kepler Cheuvreux

Thank you. Bye.

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