Good morning, ladies and gentlemen, welcome to this press conference regarding the news announcement today. The headline for today is that Valmet and Neles will merge, creating a leading company with a unique offering for process industries globally. My name is Pekka Rouhiainen. I am the Head of Investor Relations at Valmet. Before we continue, a couple of practical matters. First, a disclaimer. I will now read it aloud and then pause for a moment so everybody can have time to read the disclaimer. Please note that this presentation is not an offer of merger consideration shares to be issued if the merger is approved in the U.S. The merger consideration shares have not been and will not be registered under the US Securities Act of 1933.
This presentation does not constitute an offer of or an invitation by, or on behalf of Valmet or Neles or any other person to purchase any securities. Another practical matter, guidance to the media. The management of Valmet and Neles are available for face-to-face media interviews and photo shooting at 12:15 P.M. to 1:15 P.M. Finnish time at Valmet headquarters at Keilasatama 5, Espoo. After 1:15 P.M., Teams or phone interviews are also possible with the management. Media is advised to reserve time slots for interviews by contacting Mirkka Aarti, whose details can be seen here. Today's presenters are here. We will have presentations by Mikael Mäkinen, the Chairman of the Board of Valmet, Pasi Laine, President and CEO of Valmet, Jaakko Eskola, Chairman of the Board of Neles, and Olli Isotalo, President and CEO of Neles. The agenda can be seen here.
We will start with an introduction to the merger briefly by Mikael Mäkinen and Jaakko Eskola. After that, there will be presentations by Pasi Laine and Olli Isotalo regarding Valmet and Neles today. After that, Pasi Laine will continue. Bullet number three is that the merger creates a leading company with unique offering for process industries globally. Then he will continue on the rationale for the combination, Valmet's financial targets after the merger, governance, merger structure, and indicative timeline. After Pasi's presentation, there will be concluding remarks presented by Mikael Mäkinen, and after that, we will then open the telephone lines for a Q&A session. I will now welcome the Chairman of the Board to the stage. Gentlemen.
Yes, on my behalf as well, good morning, everybody. After frank, open, but fairly tough negotiations, we are very happy to announce today the merger between Valmet and Neles. I think it's a fantastic opportunity, not only for Valmet and Neles shareholders, but also for the employees in both companies. This will create a big company, EUR 4.3 billion illustrative combined sales, with more than 17,000 employees. As I said, we have today, early this morning, signed the combination agreement and the merger plan to combine the two companies. How will this happen? It will be a statutory absorption merger where Neles will be merged into Valmet. I think it's important to say already here now that the name of the new company is Valmet, just to make it clear to everybody.
Another important thing is that Pasi Laine will continue as the President and CEO of the combined company following completion of the merger. Very exciting news. I think we have created something fantastic here, and now I hand over to Jaakko, please.
Thank you, Mikael. Good morning, everybody. I definitely support Mikael's starting point. This is a great opportunity. At the completion here, now I give you a couple of facts. At the completion, the Neles shareholders will receive, as a merger consideration, 0.3277x new shares in Valmet for each share they hold in Neles on the record date. This actually creates a company where Neles shareholders, excluding Valmet, will own around 18.8%, and Valmet shareholders 81.2% of the shares going forward. In addition to this merger consideration of new shares, Neles shareholders will receive a EUR 2 per share extra
Dividend. It's a distribution of funds prior to the completion of the merger. The combination is subject to, of course, both companies' EGM, extraordinary general meetings, and the votes, of course, have to be in favor for this merger, and the normal merger control approvals. Completion is accepted to be 1st of January, around 2022, subject, of course, to our conditions for completion being fulfilled. At this moment, shareholders representing around 16.9% of the shares and votes in Valmet and shareholders representing around 15.4% of the shares and votes in Neles have, subject to normal and certain customary conditions, irrevocably undertaken to vote in favor of the combination. Together with Valmet, the above-mentioned shareholders in Neles hold approximately 45% of the outstanding shares and votes in Neles. A fantastic opportunity for both companies. At this stage, I would welcome the CEOs of both companies on stage. Pasi and Olli, welcome.
Thank you, Jaakko. First, Olli and myself will go through Valmet and Neles today, and I'll start first with Valmet. Like many of you know, our key figures are such that in 2020, order intake was about EUR 3.6 billion, net sales about EUR 3.7 billion, and comparable EBITDA EUR 365 million. We have long industrial history. We are saying that it's over 220 years, so a long heritage of serving industries. We employ currently about 14,000 people, and we operate in about 30 countries. Our R&D spend is about EUR 75 million, which of course gives a good opportunity to develop the offering further. We have been building the business so that we have a triangle, which I will cover with a bit more details twice today still. We have process technologies, we have services and automation, and this merger would of course strengthen that triangle.
Of course, as a very important topic, we have been seven years in Dow Jones Sustainability World Index, and we have been focusing a lot in sustainability. I think in that respect, like Olli will tell later, the combination would be very good from sustainability perspective as well. Olli, please, your turn.
Thank you, Pasi. Neles is a great company, and the combination will be even stronger. You see here the figures close to EUR 600 million on the top lines. In 2019, pre-COVID figures, it was close to EUR 700 million. We are close to 3,000 people present in 40-plus countries. On top of that, we have some countries where we have distributors. We operate in, I would say, all relevant industrial countries. We are a company that can be, from many perspective, said that we are a product company, 400,000 about valves every year. Valve automation components, 160,000 every year. When we are a product company, it doesn't mean that we would not make systems. Strong brands, Neles, Jamesbury, and the newcomer, Neles Easyflow, those are important in this industry. Indeed, our brands are globally known and well-recognized.
The most important part maybe in today's context is the bottom part of the slide. That is Neles as an investment case. Mission-critical products. Predominantly, our products, they are mission-critical or process-critical, meaning that they play an important role when we talk about safety of the process, productivity of the process, quality of the process. At the same time, our share of the total investment from the customer perspective, it's maybe 1%-2%, depending on the case, meaning that these critical components are not the place where the customer wants to save. This gives our kind of companies and our peer companies certain pricing power. You can see that our peer companies being in the same mission-critical corner of the Flow Control business have a tendency to be profitable like we are.
We are a diversified company to various industries, pulp and paper, and bioproducts, as well as the end customers are transforming them to more and more renewables and bio-based material producers. Important and growing area. We are exposed to oil and gas. There, the opportunities are really in the energy transition and in other chemicals. Gases, I would highlight here separately. We are the market leader, like in pulp and paper, also in industrial gases, hydrogen being one of them. That gives us a good starting point in energy transition from hydrogen point of view. Our business model, colleagues in Valmet, they call this part of the business stable business. Our business model is such that 70% of our revenues are customer OpEx driven.
In many ways, from the investment point of view or shareholder's point of view, a comparable part of the business to aftersales in many other industrial engineering companies. 30% is related to customer CapEx driven, meaning customer projects. Even in those cases, we are delivering the same valves, but bigger quantities. These resilient business models have made it possible to be profitable year after year, even in the bottom of the cycle, like you can see from our adjusted EBITDA figure last year in the middle of COVID. Pasi, handing back to you.
Good. That was a good summary.
Thank you.
Olli and I agree on all the points. Maybe you know I have been working in the organization for eight years, it's very good organization with excellent products. What kind of company the merger will create? A leading company with unique offering for process industries. First, if we go through the offering, the offering is process technologies, the board and paper, and tissue, where we are clearly number one in supply in the world. In pulp and energy, we make pulp mills, and we make power plants as well. There, our market position is number one, number two, or number three, a little bit depending on the product and the year, but strong player in any case. In services, we have strong market position in those same process technologies, so we are number one or number two, depending on the products as well.
The third leg, Automation. There, Valmet has systems business, and the products I will tell you a little bit more later. Neles has the Flow Control, both having good market positions, good products, and both being leader in pulp and paper. What is very important is that Flow Control has been, and Neles has been showing the way how to develop the business outside of pulp and paper. About 70% of the revenue comes from outside of the pulp and paper. In systems business, it is about 30%. We have a lot to learn from Neles how to expand the business outside pulp and paper as well. Very good offering. We have same heritage, same kind of value. The combination would be easy to create on strong value base.
If you look a little bit how historically our combined company would have been developing. Here you see that orders received would have been somewhere at EUR 3.5 billion level in 2014, 2015, steadily going up to EUR 4.5 billion. LTM would have been about EUR 4.3 billion. Net sales, same kind of development from the EUR 3.5 billion level to EUR 4.3 billion-EUR 4.4 billion level. Comparable EBITA, of course, starting from low levels, combined a little bit over EUR 100 million, LTM would have been about EUR 480 million. Solid development on all those numbers. Of course, the comparable EBITA margin would have been developing nicely as well from 4% to LTM is about 11%.
We have a good track record as a combined company, of course, the presentation later on is emphasizing that by combining the companies, we can have the good development for the future as well. Here are the illustrative key figures of the combined company. Last year, orders received would have been about EUR 4.2 billion, net sales about EUR 4.3 billion, comparable EBITA about EUR 450 million, being 10.4%. We would have employed about close to 17,000 people. Geographically, EMEA would have been 40%, Americas about 34%, and Asia 25%. Very nicely covering all the areas. Of course, Neles is stronger in Asia and Americas than our automation business, or Valmet's automation business. That, of course, would stabilize the geographical presence we have in the businesses.
If we look by business type, about 48%, so less than half, would have been coming from the project business, being pulp mills, board mills, paper mills. About 30% from services, and then 21% coming from Automation, where the offering is systems and Flow Control. Nice distribution here as well. Very balanced geographically and balanced by product type as well. Global presence with the 17,000 people, we of course cover all places where our customers are active. Here are some of the dots described, but altogether we would have 140 services and sales centers, 54 production units, and 23 R&D centers. Of course, eight performance centers where from we can remotely serve both processes, systems, and valves. Very good organization all over the world, wherever our customers are active and need sales and services and manufacturing capabilities.
Like Olli was also saying, sustainability has been an important factor in Neles, and it has been an important factor also in Valmet. Valmet has been now listed in Dow Jones Sustainability Index for seven years, and of course, the work continues. I think Neles will fit very well into this framework because Neles is the valve supplier who tries to improve energy efficiency, reduce the emissions from the valves, and then, of course, have as sustainable delivery chain as possible. From that perspective, Neles and Valmet fit very well together to continue to develop the sustainable offering. We, of course, will continue with the ambitious climate program we have announced, and then continue to build a sustainable supply chain together. Both companies have been focusing a lot in improving the health and safety culture.
One important thing is that both companies are very much people-focused. To develop our personnel constantly has been the focus in Neles and Valmet and will continue to be the focus in the new company as well. Very much similarities from sustainability perspective. If you look the offering from growth perspective, so we see that in process technologies, of course, we are active in the markets where we have been, but we see that there are also possibilities to organically and with acquisition to continue to grow that part of the business. Currently, we are active in expanding our offering to textile recycling and cellulose-based fiber. We have a program where we develop new 3D molded fiber products together with Metsä Spring. Constantly developing new business avenues also for our process technologies.
In services, we, of course, continue to develop the services as we have been, and there are also acquisition and organic growth opportunities to make sure that the track record we have had in growing services will continue. Of course, in automation, once one has a Flow Control and automation system, there are a lot of growth opportunities where I come a little bit later on, and then also acquisition opportunities. The main message being here that the combined company has a growth opportunity, both organically and then acquisition-wise in all these three corners, process technology, services, and automation. The rationale for the combination, I think both the chairman and Olli were a little bit saying also part of the strategic rationale, and I'll try to summarize here the message. We have unique competitive and balanced total offering for process industries.
We have a large, recurring, stable business providing resilience to business cycles. We have strong industrial logic from the combination of Flow Control and Automation. Automation would be a solid platform for further growth. We have synergies, revenue synergies, technology development synergies, and cost synergies. Of course, Valmet's track record in developing the combined businesses has been good. We believe that the track record continues or even improves with Neles as well. First offering, like I said, we have very good and balanced offering. We make board mills, paper mills, tissue, pulp mills, recovery islands, energy boilers, fire boilers, and air emission controls. Good offering of process technology. In services, we serve the industries where we have process technologies with full offering, spare parts component, maintenance, outsourcing services, consumables, of course, process optimization. Full service there as well.
In automation, having Flow Control and Automation would give very good offering in automation. There's a recurring and stable business. Since Valmet has been born, or when we started, our order intake in services was roughly EUR 1 billion. We saw then already strategically that it's very important to grow services and that kind of stable business further. We have been growing by small acquisitions and organically the services business, so that in 2019, the order intake was about EUR 1.45 billion. Last year, it was a little bit under EUR 1.4 billion, or actually, EUR 1.35 billion. We made Automation acquisition, which has been contributing to the growth. If we have also Flow Control there, then actually the same numbers, for example, 2015 would have been about EUR 2.5 billion.
The new Valmet will have EUR 2.5 billion or would have had in 2019, EUR 2.5 billion stable, recurring business with good profitability levels as well. This is of course, very big change to Valmet, and that's why we are very happy now that we are now able to announce the merge. From the stable business side, about a little bit more than 50% would have been coming from services, and the rest from Flow Controls and systems. This is an important point in the path to develop Valmet further together with Neles. Like I've been saying, the offering for our customers would be very good. Valmet can then solve the issues with flow, having valve offering, valve automation, valve controls, like Olli was saying, and then solve all the challenges also with system products, having DCS, quality management systems, and analyzers.
Of course, this whole product portfolio fits the best to pulp and paper, but like I said, Neles has been developing the non-pulp and paper business a lot better. 70% is coming from that, and we still have a long way in our systems business to get to the same level. I'm sure that the cooperation between Neles and between our systems people will enhance our growth also outside pulp and paper and systems business. Good combination. Like I said, we can continue organic growth in Flow Control in systems, but then also acquisition-wise, where the combination is such that we can think about expanding our product offering also to different kind of automation products, analyzers, and transmitters as well, and measurement equipment. The combination gives also an opportunity to grow automation further with acquisitions.
Synergies, like I said, we have sales synergies, so Neles has very good position in pulp, so I'm not sure that we cannot improve that position a lot. We believe that by combining Neles offering and also with Valmet's paper tissue and board offering, we can improve the market share in paper, board, and tissue. There is also cross-sales opportunities in mill improvement type of services projects, and cross-sales opportunities together with automation. Of course, one important topic is the services offering. Neles has very good services offering, and we're the same, and we can, of course, combine the services offering to customers where we both operate. In technology, we can develop further the predictive maintenance and Valmet Industrial Internet topics.
In cost side, we can find locations where we can put people together, and then, of course, we have an opportunity to have only the cost of one listed company. We have cost synergies as well. Very important point, what I said already earlier is the integration. That we have same heritage, similar management models, people know each other already. We believe that the integration will be very effective. Integration is never easy, but I'm sure that it's an effective integration. We are saying that the estimate for the run rate synergies is EUR 25 million, out of which 60%, roughly 60%, will be achieved by 2023, and 90% by 2024. Track record, how we have been developing, for example, system business is that when we acquired it in 2016, order intake was EUR 337 million, and in 2019, EUR 416 million.
That has been coming partly by direct sales and partly by package sales. Now, for example, package sales last year together with our systems, the process supplies were about EUR 80 million, and the beginning it was under EUR 40 million. We have been able to double that, and I'm sure that we can do the same also with valve offering. That was the rationale. Some words about financial targets. Like you know, Valmet has set all the time targets so that we have target for growth, profitability, ROCE, and dividend. Our board of directors have now approved the target setting for the combined company, and of course, in close cooperation discussion with Neles as well.
We target to grow the net sales in services and automation twice the market growth, and that's exactly the same definition what Neles had for Flow Control as well, and we'll continue with the same. Net sales for capital business should exceed market growth. That has been the earlier target setting as well. Profitability, like you remember, first target for Valmet was to raise the EBITA to be between 6%-9%. Once we reached that, we changed the target setting to be between 8%-10%, and once we reached that, we changed that target setting to be between 10%-12%. Now with this combination, we see that the good target setting for coming years is to improve the comparable EBITA of the combined company to be between 12%-14%. How we will do it?
With the same tools that we have been doing now. Neles combination will help a little bit. Synergies will help a little bit. Thereafter, continuous improvement in all the topics we have been improving earlier. We see that the new target setting is reachable as the earlier target settings have been as well. ROCE target, we are saying that we'll drop such that it should be at least 15%, and nowadays the target is 20%, and the change is because of the increased goodwill in balance sheet. Dividend policy would continue to be the same as early. Dividend payout at least 50% of the net sales.
As a summary from management and governance point of view, I have following information. Now the text is so small that with my eyes it's a challenge to read, but if I make reading mistakes, then please correct me in the question and answer session. Like chairman said, the combination will be implemented as a statutory merger. Neles shareholders will get 0.3277 new shares based on their shares. Additional 2 EUR pre-dividend. Neles shareholders will own 18.8% of the new company. The decisions we need are, of course, the EGM decisions where 2/3 majority has to vote in both company EGMs in favor of the merger.
The governance is such that the board of directors are proposing that Mikael Mäkinen will continue as the Chair, Jaakko Eskola will become the Vice Chairman, Anu Hämäläinen will continue or come from Neles side, and then the other members who would continue from Valmet side are Aaro Cantell, Pekka Kemppainen, Per Lindberg, Monika Maurer, Eriikka Söderström. Like Mikael said, I will continue as CEO, and Olli will work in close relationship with me to integrate Neles, and of course, continues to run Neles with full speed to the direction where he has been running it now as well. We need the approval of EGMs, of course, and then the competition approvals and authority approvals. Like Jaakko was saying, we have got the support for the deal from largest shareholders in Neles, being Cevian, Ilmarinen, Elo and Varma, and then, of course, ourselves.
Like Jaakko was saying, altogether it's about 45% of the shares of the company. In Valmet, we have get the support for the merger from Solidium, Ilmarinen, Elo and Varma, and if I remember correctly, that's about 16% of the shares. We are saying that we start the preparation of the prospectus as soon as we can, and it should be available in September. Prospectus is based on second quarter finals. First we have to have second quarter finals, then we can make prospectus. Then the plan is that the EGMs are organized at the end of September, and then we currently plan that the merger is completed on January 1st. Now it's time for Mikael to continue with the concluding remarks.
Thank you. Okay. I think you've heard a very good story about that, but I would like to go back a bit further back, not in history, but it's a number of years ago when we started to look at the strategy of Valmet, and that's when we started to focus on certain areas, and that's where Neles came up. Please remember, this is not something that, yes, now we just look into. This is a long-term plan from the management to go into this area, and then the opportunity came to acquire Neles. Also listening to Olli, and there are fantastic Neles brands, and we should not forget those. Even if the name of the company is Valmet, there will be fantastic, strong brands that we will develop further. You can see here solid business fundamentals that you have heard already from the previous presentations.
I would like to bring up one thing, that one success factor is the sustainability. It was mentioned by Olli, it was mentioned by Pasi, and I think it's very important in the modern world that that's something that we focus on. Leading market position, yes, very good to have. The strong financial position profile that we have. These are illustrative figures, but EUR 4.3 billion, EBITA margin of 10.4%. It's a strong company. Please remember what Pasi said about the new EBIT margin target. That's also very interesting. We really believe in the future of this company. Our plan is not just to park Neles somewhere, but to develop it together with the development of Valmet. Growth potential. In today's world, yes, the growth drivers are there.
It will be challenging. Of course, they will reach the targets that they have put up to reach. Competence, we will have a fantastic platform of people, 17,000 people with a lot of competence. How about the shareholders then? I think that you have heard from Pasi. You have heard from him over the years that he has a very convincing financial track record. We will, of course, push him to continue that. We also know that Olli is a very seasoned CEO. We expect there to be good development, good value for the shareholders. Of course, we're talking about integration and so on. Those are the main points in my opinion. Fantastic story, good company, good opportunity for the employees, good for the market, good for the shareholders. What else could I say? Thank you. I hand over to you. Is it Q&A now?
Yes, that's correct. We'll now go to the Q&A session over the teleconference lines, and I will welcome all the speakers now to stage here. Operator, I now hand over to you.
Thank you. If you would like to ask a question for the speakers, please press 01 on your telephone keypad. You can withdraw your question at any time by pressing 02. The first question comes from the line of Lee Dunlop from JP Morgan. Please go ahead.
Good morning, and thank you for taking the question. Just the first one, you just mentioned there's some regulatory approvals that are likely to be required before closing the deal. I just wanted to clarify, I understand Valmet already had regulatory approvals when you were acquiring just under 30%. I just wanted to understand, do you have to just repeat the process, and is it effectively procedural since I understand you already received regulatory approvals? I just wanted to know if you have any comments in regards to the other large shareholder, Alfa Laval, of course, and any interactions and any response in regards to that. Thank you.
If I take the first one, and if Jaakko takes the second one. Good. When acquiring Neles shares up to 29.5, we needed approval in a couple jurisdictions, and we got them. When we are talking about merging the companies, we need approval in several jurisdictions, and that's one of the processes which will start now immediately. We don't see any challenge, but of course, we have to work hard and quick to get the approvals from the competition authorities.
Thank you for the question, and really, Alfa Laval is the third biggest shareholder today at Neles, and they know about the deal. I'm not the right person to comment how they feel about it. I think you should probably ask their own opinion about the whole transaction at the moment.
All right. Thank you very much.
Thank you. Just a reminder that if you would like to ask a question, please press zero one on your telephone keypad. There will now be a brief pause while any further questions are being registered. We have no further questions, so I will pass back for any closing comments.
Pekka comes, that was a very quick Q&A. We would have had a lot of answers. Maybe we can read it so that our presentations were of good quality.
Well, I really hope so. This was a quick Q&A then, but thank you all the speakers, and thank you for the question that we received, and everybody have a nice rest of the day and a good weekend.
Thank you.
Thank you.
Thank you.