M&A Announcement

Apr 15, 2021

Slides

Hello, and welcome to the DNB investor call. My name is Jeff, and I'll be your coordinator for today's event. For the duration of the call, your lines will be on listen only. However, there will be the opportunity to ask questions. This can be done by pressing star one to register your question at any time. I will now hand you over to your host, Roon Helland, to begin today's call. Thank you. Thank you so much. Good morning, everyone, and welcome to DNB's investor and sell side call regarding our announcement this morning to launch a cash tender offer for 100% of the shares in S. Banken. Our CFO, Uppar Eitzeit, will give you a brief introduction before we open up for a Q and A. So please, Uppar? Thank you, Une. DNB has today announced a voluntary offer for S. Banken. We have entered into a transaction agreement with the company regarding the offer, and S Pumpkin's board of directors has recommended our offer and also obtained a fairness opinion that concludes that our offer is fair. Shareholders representing a total of 29% of the outstanding shares have undertaken to accept our offers, including the company's largest shareholder, Altoy, with 25%. Additionally, DNB owned 1% of the shares of the company before the announcement, and we have just sent a stock exchange notice that we now owns more than 5% of the company. The offer is an all cash offer of NOK 103.85 per share, valuing Esbanken at NOK 11,100,000,000.0. The offer price represents a premium of 30% over the closing price yesterday and 50% over the average volume weighted share price the last six months adjusted for dividends. The chairman of has this morning commented that the board of directors of Espanken is of the opinion that the offers reflects the financial and strategic value of Espanken and implies an attractive valuation for Espanken shareholders. Furthermore, he and the Board of Directors believe that Esbantjan and E and B as a combined entity will be strongly positioned to compete with the global technology leaders. The complete details of the offer, which will be contained in the offer document after approval by the Oslo Stock Exchange, is expected to be available or approved next week. The acceptance period in the offer will commence following publication of this offer document and will last for twenty business days. Completion of the offer is subject to fulfillment or waiver by D and B of certain conditions, the two most important ones being acceptance to such extent that DNB becomes the owner of more than 90%, which we may waive to a level of two thirds. And secondly, obtaining regulatory approval from the Ministry of Finance and the Norwegian Competition Authority. We have earlier today already filed the application to the Ministry of Finance through the Norwegian FSA. It is expected that the offer will be completed in the third quarter this year following receipt of regulatory approvals. If we acquire more than 90%, we intend to carry out a compulsory acquisition of the remaining shares and apply to delist Esbantjan from the Oslo Stock Exchange. The transaction is found in our opinion both from a financial and an industrial point of view. Our retail banking has in recent years become more like fBanken, serving customers primarily through the mobile bank and the Internet banks. S. Banken is located in Bergen, which is DNB's main hub in addition to Oslo. The combination of S. Banken and DNB will create a strong technology organization in Bergen. Our chief executive has commented earlier today that we now have an opportunity to combine two of Norway's top providers of detailed customer experiences into one large innovative environment. Funken is a leading pure digital retail bank in Norway with some 476,000 retail customers. We believe that Esfunkion will further strengthen our position within retail banking in our home market. The loan book of Esfunkion is entirely towards Norwegian personal customers. DNB's market share within personal customer mortgages in Norway is estimated to increase from approximately 24% to approximately 27%. 95% of sBanke's 83,000,000,000 loan book consists of high quality residential mortgages with a loan to value of approximately 53%. SBanke's market share for deposits is approximately 3.6 with SEK59 billion in customer deposits. ESPONKEN has a market share in retail fund savings in Norway of approximately 8.1% with billion in customer investments in mutual funds. S1ken also has a position in the consumer finance market with close to NOK2 billion in outstanding loans and has also launched offerings in the SME segment with 8,000 customers at the end of last year. Espancon will complement D and B within the savings area, which is a growth area for D and B and will also add highly skilled technology resources. Some financial comments. We have been allowed to carry out a thorough due diligence of Esbanken since March. Being an in market merger, we expect cost synergies, which allows us to defend the price being offered. We will not be specific today on cost synergy estimates. Areas where we expect cost synergies include information technology, cyber security, anti money laundering and compliance in general. The full effect of the synergies is expected to be realized over the next three to four years. The MB size both in Norway and in Bergen makes it possible to achieve cost synergies during ordinary course of business and by replacing external IT consultants in D and B. Readers welcome all Espanken staff to D and B. Capitalized, Espanken used standardized risk rates of 35% for residential mortgages. DNB uses internal rating based models for capital requirements with currently 21% risk rate for mortgages. Thus, we expect potential for risk weighted asset efficiencies. This is partly offset by a two percentage point high capital buffer requirement for DNB being a systemically important institution in Norway. We also expect some funding synergies, mostly with regard to additional tier one capital, Tier two capital and senior non preferred debt, but these are less important. DNB has a broader product range than S. Bunker, and we will naturally also strive to realize revenue synergies. This is an all cash transaction and is thus expected to positively impact DNB's earning per share and return on equity. So with those introductory remarks, I think we can open for q and a. Yes. Thank you. Please. You. And we do currently have a couple of questions in the queue. The first question comes from the line of Adrian from Credit Suisse. Please go ahead. Hi there. Thank you very much. Adrian Chigui from Credit Suisse. Thank you for taking my questions. Just to follow-up on the synergies point you're making, you do not obviously provide any synergies for the proposed transactions either on the cost of the revenue side. But just using sort of consensus estimates, you'd need to realize some 400,000,000 corona in synergies by '23 to get a 12% ROI. First off, is this the right hurdle amount that you're looking at in terms of ROI? And can you can you give me give us any sort of a sense of how you look at the combined synergies amounts that that you can maybe extract from the deal? And then maybe secondly, please, this this transaction, as you noted, would take your mortgage market share to 27%. Have you had any input from the competition authority prior to today, or do you expect that process to to just start right now? Thank you. With regard to cost synergies, we we we I made some remarks earlier on referring to what you typically see in in market transactions. So I think it should be possible to make some rough estimates. But at this point in time, we are not elaborating on that, although I'm pointing to areas as I mentioned. But so we'll we can come back to that at a at a later stage. With regard to the competition authority, we have, of course, made our own assessment assessment and our own legal assessments before entering into this offer. And we have have today initiated a contact with the competition authority in in Norway. And of course, we in our opinion, there is no reason why this should not go through. But of course, we respect that it will be considered by the Norwegian competition authority that should take from twenty five to one hundred business days to do. Thank you very much. Very helpful. The next question comes from the line of Sophie Peterson from JPMorgan. Please go ahead. Yes. Hi. Here is Sophie from JPMorgan. I was wondering if there are any one off related costs the three transaction that we should be aware of and and and when these one offs potentially are going to to be booked. And then my second question would be on Espansken. It's a little bit of timing question. Why are you bidding for it now? Why not earlier or or later? Were there other bids from potentially other banks of Sbunken? And if you could potentially talk a little bit about that. And then my third and last question would be how should we think about M and A for DNB going forward? Should we how do you view if M and A is now a bigger priority than returning capital to shareholders or or kind of how how should we think about future m and a? Thank you. With regard to to one off restructuring costs, the integration will take place in two two phases. We have today applied for approval to own Sbunker and we will shortly apply for to be allowed to merge with Sbunker and that the latter application will take a bit longer time, so we do it in two phases. When we actually integrate it, of course, there might be some restructuring costs that remains to be determined in the same way as the cost synergies. But of course, have taken a we have done a thorough due diligence, as I mentioned, and have taken this into consideration when putting forward the offer today. So again, we have to come back to the history of the size of the restructuring cost. But as I mentioned, we we have we have a platform both in Bergen and in D And E as a total allowing us to to do this in a smooth way going forward over a period of three to four years. With regard to timing, of course, is a are which is a good point. Last year, we had the removal of the Basel floor in Norway, meaning that the difference in the risk rates between banks on a standardized risk models and RB banks like ourselves became much bigger than previously. Our own capital situation is very comfortable as I comment upon when we presented our fourth quarter results in February were appointed to the fact that the headroom at that point in time, even with the dividends for 2019 and the proposed dividends for 2020 was a higher headroom than we would normally work with over time. So the offer we are making today is in that respect consistent with our earlier communication. And of course, it's also important for us that we take a positive view both in regard to the savings market in Norway and the growth we see in the savings market in where Spanken has an interesting position as well as the expected interest rate pass from the Central Bank in Norway going forward and Esbantken has 90% floating rate mortgages on their balance sheet. So we believe this is an interesting time for both banks enter into this transaction. DNB for the reasons I mentioned, Espanca, because of the fact that they can then have the loan book on the bank with an RBA license from the Norwegian FSA. With regard to our dividend policy, etcetera, that I can definitely confirm that that stands. We are fully committed to our dividend policy, including the ambition of increasing nominal dividend per share every year. We have talked about that we might consider smaller bolt on acquisitions within strategy as an alternative to share buybacks. And it's our opinion that we have a sufficient capital situation to fully deliver on the dividend policy, sustain and support the organic growth of our present business and also being able to exercise this opportunity. Okay. That's that's clear. But but or or actually just maybe a follow-up. So so just in terms of the dividend, it sounds like you're you're definitely standing by your dividend policy. But on the share buybacks, these could be shifted a little bit more due to acquisitions. Was that a correct read? We have been very clear that we give priority to deliver on cash dividend part of the dividend policy and follow the and to grow with the targeted growth rate we have talked about and having the share buybacks more as flexibility if there is surplus capital beyond that. Of course, the practical consequence of an M and A transaction like today is less potential for share buybacks. That's correct. Okay. And maybe just sorry. One final follow-up. Were there any other bidders for Sbunkan, or were you in exclusive talks throughout the process with Sbunkan? I think that that's a a a a a question which need to be to address to to S Pumpkin. But they have a as they stated today, recommended this offer. And also the main shareholder of S Pumpkin has also recommended this offer. So there is some reading into those facts, of course. Great. That's very clear. Thank you. The next question comes from the line of Christopher Adams from Kepler Cheuvreux. Please go ahead. Good morning. Under what conditions can the 29% which have accepted pull their acceptance? Could they, for example, do so if there's counteroffer? And secondly, will you be keeping the Esplancken brand name? If the board of directors or Sbunkin receives an offer which they believe is superior to our offer, they must notify us about that. And in this case, you have the right to match that offer. If you decide not to match that offer, then they can recommend another offers. And the same applies for those who have pre accepted. As I mentioned, we have also already become the owner of more than 5% of the shares. Thank you. And the Yes. The Norwegian financial regulations does does not allow a Norwegian bank to own another bank. So we actually expect have applied for a temporary approval to to own Sbunken and then expect to be required to merge Sbunken into DNB Bank within a defined time horizon. If and the recent financial regulation does not allow a bank to operate under one more than one name. So the the name of DNB Bank clearly has to be communicated to to customers. Okay. But you wouldn't be able to run it kind of as a low cost provider the way SpotBunk and Vest has BudgetBunk, for example? That is not not our intention. We follow a different strategy and with a one one brand strategy. And our intention is to to continue to do so. And again, there is also, to my knowledge, also a regulatory process with regard to those brand names you refer to. Okay. Thank you very much. Your next question comes from the line of Riccardo Rovere from Mediobanca. Please go ahead. Yes. Good morning to everybody. I just wanted to get back one second. This question is made by Sophie five minutes ago. If I understand well, clearly, these transactions erodes well, it consumes a 100 basis point of capital. So by definition, your surplus capital gets lower on the back of this transaction. But this lower amount of capital will be, how can I say, kind of deducted, you know, from the buyback eventually, not from the cash dividend? So the cash dividend remains the main way to return capital to shareholders. Do I get it right? You are correct that the estimated effect on DNB's common equity approximately 100 basis points, which is still well above the regulatory requirement. In the short and medium term, we are well capitalized to continue to deliver on the dividend policy, as I stated. And longer term, the increased income from the acquisition of Esbanken will actually strengthen our position to pay dividends going forward. But, again, it means that the the capital, of course, it will be 100 basis points lower, but it will stated sufficient for for growth and cash dividends, but it is less room than for using the same capital for so more than 50% of profits in cash dividends and an ambition of increasing nominal dividend per share every year is the most important one. Bearing that in mind, this will increase net profit over time. And should also thus form the basis for delivering on the cash dividend also going forward, including an even better position for delivering also the increased nominal dividend per share every year. Okay. Okay. Thanks. Very clear. Your next question comes from the line of Bill Streutand from Seaport. Please go ahead. I do apologize. All my questions have been answered, so please remove me from the queue. The next question comes from the line of Hans Christensen from Danske Bank. Please go ahead. Yes. Hello, everyone. So just a follow-up on the share buyback and M and A trade off that Sophie and Ricardo has already asked about. I was just wondering how we should think about the 100 bps CET1 capital consumption. And with regards to this, if you could just remind us what you've said about your management buffer above the capital requirement of future countercyclical buffer requirements previously and if anything has changed with regards to this transaction? Nothing has changed. The capital expectation the capital requirement currently with regard to common equity Tier one is 15% with expected Pillar two guidance above that of one percentage point, giving a capital expectation of 16% presently. In long term, we expect that the countercyclical buffer requirement in Norway will work to the pre COVID maximum level, which will imply a capital expectation of 17.1%. Our actual capital level at the year end was eighteen six percent eighteen point seven And it's important to bear in mind the strong capital generation we have every quarter on top of that. So in our view, this gives still a comfortable headroom to the regulatory capital requirements and capital expectations. Also taking into account full countercyclical buffer requirement, which will probably have at the earliest in 2023. Okay. Thank you. And then just perhaps a bit of a specific question, but do you anticipate that there's any kind of customer overlap between the two because of this in market transaction? And then the other question is how many external IT consultants do you currently have in D and B? There will probably be some overlap in the customer base regard to single product use. We haven't quantified that, but we have some rough estimates internally following the due diligence process. With regard to technology consultants, we have a strategic partnership with TCS is an extensive buyer of IT consultants. At the same time, we have communicated an ambition to replace those with building up more technology staff internally in the bank, sitting very close together with the business. And we believe this transaction give us a very good opportunity of actually accelerating that program and that intention we already had. So with our view, this is really a good match for both organizations. Okay. Thank you very much. The next question comes from the line of Jacob Kruse from Autonomous. Please go ahead. Thank you. Jacob from Autonomous. Just two questions. Firstly, the IRB transition on the acquired assets, can you do that immediately? Or do you need to get an approval specifically for the assets you acquire, or can you just sort of shift them onto your currently approved books? And secondly, this transaction, should we view that as a as a bit of a shift in your strategy? So could you just talk a bit about how you view acquisitions going forward and perhaps in particular in outside of Norway with respect to the Nordic countries or even Europe? Thank you. With regard to the timing of the RWA efficiencies from from using the internal rating based models, we need to to have the merger before we are allowed to do so. So that's why we will progress as fast as we can also with the merger. But realistically speaking, I can estimate it will take one to two years to get that book on IBNBs, IV models, at least that is our best estimate, but it is an estimate. I can assure you that there is no change in DNB strategy. We have been doing smaller bolt ons in market transactions. Historically, last year, we bought smaller pension firm in Norway and also the third largest ERP provider in Norway. So we have been doing and might also in the future consider a small bolt on acquisitions in clearly within strategy. If we believe such transactions will be evaluating for our shareholders, which in this case definitely believe. There's no no change with regard to to our strategy, and there's no change in how we view of all the kind of international M and A deals. Okay. Thank you. Your next question comes from the line of Sindra Sorby from Arctic Asset Management. Please go ahead. Yes. Hi, Otara. Thank you for taking my question. Looks like a good deal financially, but on the brand level, you said it was not the intention to run it like builder bank concept, more like a one brand strategy. I mean, given that Sfunkin has a special history and and also that's had the highest customer satisfaction in in among the Norwegian banks for a number of years. Isn't there a risk to from a marketing perspective to to integrate all those customers into under the BNB brand? And and prolonging that argument isn't a risk that you need to, let's say, offer very competitive mortgage rates to to, let's say, to keep them in there. So if you can give some thoughts about that. And secondly, also on the savings area, will it close down the S banking platform and integrate into that into DNB's, well, highly successful platform? I think in regard to strategy and the and the and the and the business proposals, I think twenty years ago, when S1ken started, they were quite obviously quite different from traditional banks being a pure digital bank. But over the last years, I think we have become much more similar. We also serve our customers now in the region, primarily through the mobile bank and the Internet bank. So so the the so in that respect, they have become much more more similar. With regard to pricing, s one can last year was quite clear that they have changed or gradually adapted their pricing policy with regard to stop chasing the price changes. So in our opinion, our strategy have been much more aligned and that should reduce the risk you are pointing to. But of course, we are very aware of the facts you are pointing to and we'll obviously address that going forward. But I think it's too early to comment on those aspects. We are now in a phase where we have put forward an offer. And then after having received the regulatory approvals, will be allowed to sit down together with the excellent team in S. Banken to find out how to make these two banks and even better banks for the customers going forward by combining the resources and expertise of both banks. And in the savings area, what are your plans there? It's again, we will have to do the same. Maybe I am thinking Pumpkin has an interesting position and has a good track record in in that area, which we believe is an interesting area in in Norway going forward. So again, we will sit down and find how to ensure that the combined bank will be the definitely the bank with the best customer offerings in Norway with regard to your digital customer experiences, etcetera, going forward. But again, that remains to be discussed after the close of the transaction when you are allowed to sit down to discuss such items. Okay. If I may may have a brief follow-up, are there any clauses in the, let's say, deal with Sbunkin that keeps any key management there? At this point in time, I cannot comment on that. But if there were obligations or strings that would be something that S. Punker would have to disclose in the board statement from S. Punker. Okay. Thank you. Your next question comes from the line of Jan Erik from ABG. Please go ahead. Yes. Good morning. Some just additional questions from my side. On the competition side, have you also considered deposits as well as mortgages and savings when it comes to the competition? And also there's sort of the latest SME offering. How do you think the competition authority would you review these four sort of key markets? What's the differences and how market rate market share would you actually get in those four markets, if you can shed some light to that? We believe that there is no reason to conclude that the competitive the landscape in Norway will will change through through these transactions and that there there should be no reason why why this transaction should not go go through as far as our competitive expert well, our experts on on capacity law is is evaluating the situation. And historically, in the early years of the of the twentieth century, in the first century, we have then even higher market share in deposits. So again, we believe this is this is not an issue competition wise. There is still strong competition in the Norwegian market with a significant number of banks, a well functioning market. Thank you. And the second question goes to the mortgage margin pressure. You have seen sort of a market share go from below 40 to currently 24% over eighteen years. What would hinder you now from sort of get back to 27% and lose every year after one percentage point again going forward because you have higher prices than your peers? We focus on profitable growth and profitability and believe that we have a competitive offering to our customers and definitely expect to continue to have that also going forward. We do not target a specific market percentage as such, but it's very but I communicated an expectation that we will that we believe we should be able to grow with an annual loan growth of 3% to 4% going forward, which we believe is a sustainable a level for DNB, which should provide interesting opportunities profitability wise for our shareholders. Thank you. Finally then on the IT system, which kind of IT system would you continue with here? Would you sort of scrap the S and banking system? Or is that really what you would go forward with and add to your sort of current B and B system and scrap your own ones. So how should we rethink the SME plans, the mortgage offering and as well the savings offering as Sindhin referred to? These are topics which will be evaluated and considered with a a team from from both banks after the regulatory approvals have been obtained. So this is too early to speculate on that. But of course, in today's world, there is high fixed cost with regard to technology and compliance, for example, which is the reason why we say that we expect cost synergies following these transactions, but we we have not concluded on on with regard to the selection of technology systems, for example. Okay. Thanks a lot for your questions and time. The next question comes from the line of Martin Leitgeb from Goldman Sachs. Please go ahead. Yes. Good morning. I have three questions. Should I should I just give them all in one go, or or or you prefer doing them one one by one? It's your choice. Okay. Let's let's do it all in one go then. Firstly, just a clarification on capital. So the circa 100 basis point impact on capital, is that net of essentially rolling GMV via the approach onto mortgages at Spunken so that benefit arising from moving from Standardized to IV is already included in that 100 basis points? Or other way around, is the capital impact slightly less than 100 basis points if one were to consider that? The second question, just again on the rationale of this transaction, just looking at, obviously, the capital impact and if we just look at the pro form a financials for Sponsky, mean, one could argue if you would have returned the capital to shareholders, EPS and return on equity would have increased at at DNV. So I'm just trying to gauge what is the main attraction of that deal. Is that on on the revenue side? Is that on the on the cost side or or combination? And with respect to revenues, if it seems that this deal would bolster, in particular, net interest income as opposed to fee income. And and my sense from the Capital Markets Day two thousand nineteen was that there was a a focus at the end of the year, in particular, growing capital light fee income. Does that transaction help you in in that regard to growing capital light fee income? And final question, the third one, just in terms of funding. I was wondering I mean, I appreciate the comments on on the capital earlier. Is there any obvious funding synergies arising from the deal in a way that, you know, DNB could fund potentially much cheaper in certain areas as compared to Spanxing? Thank you. Thanks for the questions. With regard to capital, we say approximately approximately one basis points effect from on common equity Tier one with some positive effects over time with Spunken being included on BNB internal rating based models sometime in around one to two years from now. But in calculations, we should assume around 100 basis points effect on capital. With regard to strategic rationale, in industrial rationale, I think it's worth starting with what you had mentioned about fee revenue, for example. S. Banken has a higher market share for deposits than loans, which we and deposits, we believe, is attractive in an environment where the Central Bank has forecasted that it will start to hike interest rates from later this year and continuing to 2022, 2023, 2024, will be close to 150 basis points in increased policy rate from the Central Bank. On top of that, Esplanque has a much stronger high market share in in in savings, in mutual funds than in balance sheet products. So we strongly believe that this is an opportunity to grow fee and commission income and the savings area at a higher rate. So this is fully in line with our guiding that we expect a high growth in net commission and fees than in than in with regard to loan growth. And that also partly illustrates some of the strategic rationale for this transaction, both with regard to the savings area, the of course, the the point in time, we are actually entering into this transaction with regard to to the interest rate in the environment we expect going going forward in Norway with the current situation in Norway with the with the different situation of the in IRB banks versus the standard mobile banks. So and on top of that, we have communicated that we would like to to build even more technology into our business areas. And this is also an opportunity for us to to to have a highly skilled technology staff becoming part of of DNB, helping us to to ensure that our customers also going forward will have the best customer digital experiences, which we believe is the the way we should serve customers going forward. And as and as the COVID period has has definitely confirmed if the if the if the it's a sensible strategy. And on the funding side? I'm sorry. Is there any other benefit? I briefly touched upon that already. There do not expect material funding synergies as S1 can also have a covered bond subsidiary. It's in covered bonds and the price difference for covered bonds are negligible. But with regard to additional Tier one capital, Tier two capital and also the new requirement for Emerald debtors seen in non preferred debt, we expect that our better credit rating will give some funding synergies on these capital instruments. Very clear. Thank you very much. Your next question comes from the line of Hadia Goigori from Allianz Global Investor. Please go ahead. Sorry. Can you hear me? Barely. Sorry. We can't hear you. As we are having technical difficulties with Hardy's line, we will go to the next question. The next question comes from the line of Harry Siva from KBW. Please go ahead. Hi there. I just wanted to come back to the tech aspect of the deal and how significant that was in your thinking. There's been some discussion of of platform staff, and I think I heard cybersecurity earlier on. And then how do you weigh up acquiring technology compared to developing it internally? Reflection of cybersecurity was more a comment that this involves big fixed cost for a digital bank these days. And that in in that in the area of cybersecurity, there is obviously a significant cost synergies. So this was an example of of a cost synergy area going forward. We believe technology has become more important, and that's why we have reorganized the bank, putting more technology into the business area and also stated that we would like to to increase the replace consultants by by technology staff in in the bank going going going forward. So this so this is just an example of attractions we see with S1ken working together with the resources of of of DNB and the two banks together having the opportunity to to deliver even better solutions. Thanks. Your next question comes from the line of Christopher Adams from Kepler Cheuvreux. Please go ahead. Thank you. I want to go back to the question of antitrust approval again. With a 24% market share, DNB is by far the largest retail bank in Norway. And with this acquisition potentially going through, that will increase to 27%. Now Espunken has historically been one of the most important challenger banks in Norway, so it's not inconceivable that the antitrust authorities will have a problem with this transaction. What are you telling antitrust authorities to alleviate any concerns they may have? That, of course, is something we will come back to with the in with the division competitive authority. But we believe that the strategy of these banks have been quite quite similar over recent years. The challenger position was definitely a a clear one if you go back ten or more years in time. As I mentioned, both the strategy and the pricing strategy and the business in general has become much more similar over the last few years. And the the combined market share should still be below the threshold the competition authority use as benchmarks in in in in competitive assessments. Okay. Thank you. The next question comes from the line of Vegard Tovarloot from Pareto. Please go ahead. Good morning, and thank you for taking my questions. I have three. What kind of churn assessments have you made for the customer base of S Pumpkin in your calculations? That's number one. Number two, in the due diligence, have you found any difference or significant difference in pricing of customers? And number three, I understand that you will go through the IT systems later. But if we look at the customer fronts, will the s one customer maintain their customer fronts, or will they change to D and B fronts? And will the D and B fronts potentially be adjusted to some of the some of the structures of of the current s marking customer fronts? Thank you. With regard to churn, we have obviously made assessments of that and also risk mitigating actions to to address that that potential. But the and of course, we are also taking that possibility into account when when when considering the the offer price in the transaction. And we believe this is a financially value creative transaction for DNB shareholders also with conservative assessments. With regard to the the choices on on on technology and what technology we will have to our customers in the future, that is too early to be comment upon. We are still in our phase where we actually launched an offer. That offer has to be considered. We need to go through the regulatory approval, and then when have the regulatory approval, we will sit down with S Punk and to to to evaluate that that that issue. But through the due diligence process, we are, of course, aware of what technology and systems they are using today, and I've taken that into consideration when launching the offer. Is it possible to say some more about your your churn assessment? Have you assumed the same as you would assume for for the market as a whole, or or is it possible to give us some more more information about that? No. We cannot comment upon anything more than that. Just just you can refer to the positive statements made by the board of directors, Oleisbunken, and how they consider this attractive and and and the the the two banks joint ambitions for what we are going to deliver to to our customers going forward. Okay. Thank you. There are currently no questions in the queue. We have no further questions in the queue. So I'll hand the call back to your host for any closing remarks. All right. Thank you all for your participation. And we hope you have a nice day going forward. Thank you very much.