Good morning, and welcome to the presentation of Komplett's Fourth Quarter 2021 Results. We are happy to see all of you here and are pleased to welcome both those of you in the room as well as those attending through the webcast solution. Today, we will begin with the presentation of our fourth quarter results, which will take approximately 20 minutes. We will then hold a presentation detailing the upcoming transaction with NetOnNet that we informed the market about this morning. That presentation is estimated to take around 30 minutes. Afterwards, we will hold a joint Q&A session for both the fourth quarter and for the transaction. That Q&A session is estimated to last around 40 minutes, concluding today's presentation at 10:30 A.M. Now, please welcome Komplett's CEO, Lars Olav Olaussen, who will take you through our fourth quarter.
Good morning. Last year, Komplett turned 25. Before we get into the quarterly figures, I'd like to take a moment to reflect a bit on how we've positioned the company for the next 25 years to come. Moving up to 2018, after a period of broader category focus, owning companies within categories like pharmacies, beauty care, and baby care, Komplett's board of directors felt there was untapped potential in the core business, namely consumer electronics. A decision was made to create a single-minded focus, to create a business that was single-mindedly focused on consumer electronics. Since then, we've been the fastest-growing electronics retailer in the Nordics, but we've not only been growing fast, we've also positioned the company well for future growth.
As we are in structurally growing markets, we are well-positioned to capitalize on the online migration taking place, and we target attractive customer groups. Further, we've also created a scalable business model that is operating extraordinarily efficient, and it's given us a clear cost leadership position in the Nordics. As said, last year, we celebrated our 25th anniversary. I can think of no better way to celebrate than to see how the organization has executed on this new back to core strategy. Looking at the highlights for the quarter, it's a mixed picture on the top line. In total, we saw 4% revenue decline, driven by market headwinds in the B2C market, as well as supply chain constraints and component shortages, especially hitting us in the gaming and components category.
Parts of this decline was offset by record performance in both the B2B and distribution segment. Our gross margin continues to improve, driven by the B2B and distribution segment, while at the same time, our B2C segment holds up its gross margin versus last year despite a fierce price competition in the market. We continue to operate efficiently, and our scalable business model proves itself well, resulting in a record low operating expense and an increased EBIT margin. In sum, also the board of directors has, in line with our dividend policy, proposed a dividend of 2.9 NOK per share, which is also in line with our financial targets. If we start by taking a look at the electronics market, after a period of unparalleled growth, the B2C market has leveled off over the last few months.
This does not come as a surprise. As consumers again are able to shift spending back to categories like out-of-home dining and travels, it's natural that we will experience a period of softer market, a period with a softer market before we again see growth normalizing. Also, supply chain constraints, especially in the gaming and components category, is expected to continue for the larger part of 2022. In the short term, Komplett's multi-channel model will serve us well in this. We continue to see strong momentum in both B2B and distribution, providing us a natural hedge in a situation with a softer market environment in B2C. In the mid-to-long term, our belief in the attractiveness of the B2C market remains unchanged. We do think the underlying historical market growth has been driven by strong innovation.
With new phones and tablets coming to the market trading us up to newer and better models, we see new video games requiring more performance from our computers, and we see new categories like robot vacuum cleaners and electrical kickbikes driving new demand altogether. This will continue also going forward. During the pandemic, electronics has taken a larger part in our lives. We see that there are more devices installed in households, and this will create a larger replacement cycle. We do believe that the market is fundamentally larger coming out of the pandemic. Lastly, I want to say the migration to online retailing has been going on for several years and will continue, and we're well positioned to capitalize that.
In sum, we continue to believe in the attractiveness of the consumer electronics market going forward. If we look at our revenue for the quarter, we land the quarter with 4% decline, driven by the B2C market and offset by B2B and distribution. For the year, we land the year with 12% growth on the back of very strong comparables with 31% growth last year. In sum, it's a strong year despite some headwinds on top line in the fourth quarter. Moving to gross margin. Our gross margin holds up very well.
For the quarter, our gross margin increases by 0.1%, driven by gross margin increase both in B2B and the distribution segment, while the B2C segment maintains its gross margin versus last year, which is a strong performance given the intense promotion pressure we saw in the market, including key competition prolonging Black Week offers into December. For the year, it's also a strong performance on gross margin. Our total gross margin declines by 0.2%, but that is primarily driven by new large distribution agreement and a fantastic growth in the distribution segment where we have lower margins. So a mix effect. Looking at the B2C and the B2B segment, both areas increase their gross margin for the year. On an EBIT level, our EBIT margin continues to improve.
For the quarter, our total EBIT is sustained at NOK 118 million, despite lower volumes as a group, proving the scalability and effectiveness of our model, and supported also by a strong performance on gross margin. For the full year, our operating expenses, including depreciation, is reduced down to 9.7%, and placing us clearly as the cost leader and the most efficient player in the Nordics. Our EBIT margin then grows by 0.7% to a total of NOK 388 million. In sum, we deliver an EBIT growth of 41% for the full year.
If we turn to the segments and start with B2C, the fourth quarter we see softer market conditions and a 12% decline on the back of both a softer market and components shortages hitting us especially hard in the gaming and component categories. We expect this trend to be sustained during the larger part of 2022. We also saw more price campaigns, as said, during the quarter, but we are able to sustain our gross margin. The EBIT does, however, decline in absolute terms due to lower volume, but for the full year, we see an increase in EBIT margin from 3.2% to 3.6%. Despite the soft market in quarter four, our top line grows by 4% on the back of very strong comparables from last year.
In the B2B segment, we end a record year with a record quarter. Our turnover surpasses NOK 1.5 billion, and the all-time high revenue is driven by an ever-increasing average order value. Our customers keep returning and buying more and more, which is a strength in our business model. The growth comes also together with a broad-based gross margin improvement, both for the quarter and for the year. Coupled with a very efficient operations, our EBIT margin increases both for the quarter and for the year. Our EBIT margin is up by more than a percentage point, delivering a total of NOK 146 million of EBIT. It's basically the same story in the distribution segment. We end a record year with a record quarter, surpassing NOK 3 billion of revenue. This very strong performance is driven by new large distribution agreements.
We saw 8% revenue growth in the quarter on the back of 87% growth last year and a very strong result. Margin grew a bit in the quarter, driven by mix, and very efficient operations, increased the EBIT margin for the quarter to 3%. For the year, we see 29% growth on the back of 59% growth last year, but a slight gross margin decline. The gross margin decline is driven by a mix where the new large distribution agreements come at lower gross margins.
At the same time, the new distribution agreements can be handled by our supply chain in an extraordinarily efficient way, meaning that while we have lower margins, our EBIT margin continues to expand and is up to 2.5% for the year, delivering a total of NOK 79 million. I will now hand the word to our CFO, Krister Pedersen, who will take us through the details of the financials. Krister?
As we have seen, the operating revenue declined by 4% in the quarter, driven by a softer B2C segment. However, B2B and distribution delivered record quarter both in revenue and operating result. As a group, it is important to maintain the cost leader position that we have. We maintained at 9.2% OPEX to sales ratio even with decline in revenue. For the full year, OPEX percentage ended at 9.7%, which is all-time record low for Komplett Group, down from 10.6, last year, including depreciations and one-off items. Regarding tax, we had a positive effect of a booking of losses carried forward last year, fourth quarter last year, which we didn't have, this year, 2021.
However, we did have a similar effect in the first quarter 2021, so on a yearly basis, the effective tax cost is around 13% for both years. Profit for the period in 2021 in total, including IPO and M&A cost, was up by 36%. On the cash flow, as mentioned, we have a great improvement in operating result. However, the cash flow is hampered by increased net working capital, where inventory is the main driver. We entered 2021 with a low net working capital driven by very strong sales in the fourth quarter of 2020, and we needed to fill up inventory after that season. Further, we ended 2021 with softer sales, leading to higher outgoing inventory. The cash flow lost in both ends. Important note is that inventory is still healthy.
Another element is the high growth in B2B and distribution segments leading to higher accounts receivable. On the investment chart, the most important single element of the year is the acquisition of Ironstone in the third quarter booked NOK 65 million. There are no big movements on the financials. They are still strong. Leverage ratio excluding IFRS 16 ended at 1.3, which makes room for dividend payout. The board of directors are proposing a dividend payout of NOK 2.90 per share.
Thank you, Krister. Summing it up, Komplett delivers 12% top-line growth for the year despite a softer market and a revenue decline in quarter four. Looking at the January development on the top line, it's in line with the fourth quarter. We have a strong start with good momentum in both B2B and distribution, and while we experience continued headwinds in the B2C segments. It's been a record year in both B2B and distribution, and it's backed by solid EBIT margin expansion. EBIT in quarter four is sustained despite lower volumes, and for the year, we deliver 41% EBIT growth. In sum, it's been another solid year, and in line with our dividend policy, the board proposes a dividend of 2.9 NOK per share. Thank you, Krister. I'm now gonna hand the word to you to introduce the next topic.
Thank you, Lars Olav. Thank you for that presentation. Thank you, Krister. That concludes the presentation of the Fourth Quarter Results, and we will now present the big news of the day, the upcoming transaction with NetOnNet that we announced this morning. I would like to remind you that the Q&A session for both the first and the second session will be held after this. The transaction presentation will be held by Susanne Holmström from NetOnNet and Lars Olav Olaussen from Komplett. Welcome.
Thank you. All right, here I am again. I have to say I'm very pleased to stand here to announce that Komplett Group has entered into an agreement to combine with NetOnNet. Last year, Komplett Group was introduced on the Oslo Stock Exchange main board. At the time, we said we'd continue building a company that was well-positioned for future growth. We would have strong local brands enabling us to build strong relations to attractive customer groups, and we'd leverage our increasing scale to improve our gross margin and to sustain our industry-leading cost structure. Joining forces with NetOnNet allows us to do just that. We are creating the undisputed leading e-commerce player in the Nordics, and we're solidifying our position as the largest online-first consumer electronics player.
Before we jump into the presentation, I have the great pleasure of introducing the CEO of NetOnNet, Ms. Susanne Holmström. Welcome.
Thank you. Thank you, Lars. Yes, my name is Susanne Holmström, and I'm the CEO of NetOnNet, the biggest e-commerce player within home electronics on the Swedish market. I joined NetOnNet in 2018, and before that, I have held positions in other industries like telecom and insurance, and since 2018, I am the CEO of NetOnNet. I will be pleased to tell you a little more about NetOnNet and our journey later on in this presentation.
All right. Let's start by going through a summary of the combination. The combination is structured as an acquisition of NetOnNet by Komplett. Komplett will remain listed on the Oslo Stock Exchange, and the owner of NetOnNet, SIBA Invest, will receive a mix of cash and shares in Komplett and becomes the second-largest shareholder in Komplett with approximately 33% of shares before dilution from financing of the cash payment to SIBA Invest. Canica Invest remains the largest shareholder with approximately 40% shareholding. We have secured a 15-month bridge loan to settle the cash part of the purchase price. We intend to replace the bridge loan with equity in due course. The combination will result in a business with aggregated revenue of NOK 18.5 billion on 2021 numbers and an adjusted EBIT close to NOK 700 million.
We expect to realize cost synergies in excess of NOK 200 million, as I will come back to in the course of the presentation. Our board has proposed a dividend of 2.9 NOK per share. This dividend is also payable to all shares to be received by Canica Invest. Okay. The rationale for the deal will also serve as the agenda for the day. As said, through joining forces with NetOnNet, we're creating the leading B2C consumer electronics player in the Nordic with online as a primary channel. We're not only building scale. The company will be well-positioned for future growth, both capitalizing on the online migration trend and through reaching complementing and attractive customer groups. Our efficient cost leadership position is sustained, and both companies have proven to have efficient, scalable operations with superior cost positions.
As NetOnNet brings a leading position in the Swedish market, the combination of the two creates a true Nordic platform. There are material value creation opportunities available in the combined entity, and we expect to realize at least NOK 200 million of synergies. All in all, we're building a company with a healthy leverage ratio, solid financials, and a company that is able to sustain the attractive dividend policy in the combined entity. Komplett Group and NetOnNet are complementary businesses. On the top row, we look at the geographic split. NetOnNet is adding a significant position in the Swedish market, creating a true Nordic entity. In the middle, we see that NetOnNet primarily plays in the B2C channel, increasing our share of B2C revenue from approximately 60%-70%.
At the same time, we do see exciting opportunities in the B2B space as Komplett brings a very efficient operating model within B2B, and NetOnNet joins with a very exciting brand to build an ever-increasing B2B business on. Last but not least, on the bottom of the slide, I want to point out that this is the combination of two companies that are winning in the market. Both NetOnNet and Komplett have been taking market shares for the last year, and the combined entity will be well set up for continued market share growth in the years to come. If we start by looking at the right-hand side of the slide, we see that both companies come from a period of strong momentum across channels and a momentum that has also on top line that has translated into substantial EBIT margin expansion.
In sum, we're building a well-positioned company. We'll have the leading local brands with long heritage and loyal customers with limited overlap in the customer base. The two companies complement each other, and not only in terms of geography and channels, but as you'll see over the course of the presentation, the companies also bring an attractive combination of different strengths and competencies. There is more than NOK 200 million of synergies available to realize, primarily from sourcing and an improved cost of goods sold. It's the two companies with the best cost structures in the Nordics that are joining forces to create a low-risk combination. Most synergies are available through negotiating improved terms from suppliers.
We have spent significant resources in leading up to this day on conducting a clean team exercise where external consultants have compared our terms down to SKU level. Through this, we've been able to validate that the level of synergies are there and create strong confidence that the synergies are there to be realized. Combining NetOnNet and Komplett Group places us comfortably as the largest consumer electronics player in the Nordics with online as a primary channel. If we were to include the traditional bricks and mortar players, it's a close race for second with Power. As long as we keep our distribution business, Itegra, out of the equation. Were we to include Itegra, we'd have a clear number two position in the Nordics with a combined revenue in 2021 of NOK 18.5 billion.
The combined entity will not only achieve scale, it will be well-positioned for future growth. As can be seen on the left-hand side, we see a sizing of the Scandinavian consumer electronics market. At the bottom in blue, you see the B2B market, having grown at a rather low rate of 1.6%, since 2016 on average. Both companies, both NetOnNet and Komplett, have had a significantly higher growth rate and have models that have been winning in the market in the same period. On top, you see the B2C market is sizable and has been growing at 6%, average growth rate since 2016, representing an attractive underlying growth.
As said earlier, this growth is driven by innovation in the market where our very professional suppliers bring a constant stream of new products to the market, driving underlying market growth. We do expect this trend to continue going forward. On the right-hand side of the slide, you will see the slide showing the online migration in the market. The online migration has been going on for many years and has accelerated during the pandemic. Looking at consumer surveys held done recently under trying to understand how consumer habits have changed during the course of the pandemic, it's a clear pattern that the people who have tested now online trade during the pandemic intend to continue doing so as they see online shopping just as more convenient.
It's more transparent and gives them access to a broader area of products. If we look outside of the Nordics towards the United States, we see that on the top right-hand bubble, we see that 69% of the market in the U.S. is now online, giving us good hopes that there is still significant headroom for growth also in online migration in the Nordics. The combined entity is well-positioned to capitalize on that trend. Both NetOnNet and Komplett has been taking market share in the for over the last year. I do believe that our passion for creating unique customer experiences is an important reason for more and more customers to shop with us. In NetOnNet's customer club, Klubbhyllan, there is now more than 1.3 million members, and it's a membership program without discounts.
A program where customers receive a vast amount of interesting content and services that brings them closer to NetOnNet and brings NetOnNet closer to their customers. Similarly, we see Komplett and Webhallen are interacting closely with their target groups and especially well with the gaming community. An example on the left-hand slide comes from Black Week just last year, where we arranged a charity stream with our gaming community, raising money for the Child Cancer Foundation. Over 48 hours, our gaming community raised NOK 2.5 million for the fight against child cancer, while at the same time, we had more than 80,000 from our gaming community watching us on average for more than an hour, creating a very close relation to their customers also.
We built close relations to our customers, but in a tailored manner that is adapted to the interests of our unique customer groups. Our customers seem to appreciate the work we're doing. Since 2016, Komplett has consistently been voted Consumer Electronics Retailer of the Year in Norway. NetOnNet is on their side voted the preferred e-commerce player in Sweden and is also acknowledged for offering the best prices in the market, while Webhallen is being acknowledged for the place to be if you want to buy your gaming gear. That it's important to say we're not only combining two great companies, but three strong local brands. While Komplett and Webhallen, the Komplett and Webhallen brands both target a more niche customer group, including the hardcore gamers, NetOnNet complements these positions with a broader customer reach.
Taking a look at our supply chain, Komplett currently has warehouse operations in Sandefjord, an hour's drive from Norwegian capital Oslo, and in Stockholm. With NetOnNet, we also get a warehouse in Borås, outside of Gothenburg. This is a location that complements our current supply chain well and gives us an infrastructure with the potential of reaching the majority of our customers with same-day delivery. In addition, NetOnNet service centers over time will also provide additional potential for further market proximity. Komplett has previously announced that we're investing around NOK 400 million to unify our ERP systems and to build an automated and highly efficient supply chain based out of our warehouse in Sandefjord and a new warehouse in the Stockholm region. Also, NetOnNet is planning to invest in further developing their warehouse. Both companies are looking at similar investments.
The timing is thus very, very good for joining forces and building a leading supply chain in the Nordics to serve the group as a whole. We're confident that as we get this project going, we'll realize solid benefits from working as one group and it will give us the opportunity to offer our customers an unparalleled shopping experience. Both companies are running a very efficient operations and have industry-leading OPEX levels. Both companies have also proven to scale well as we see OPEX as a percentage of revenue decline as volume grows. In sum, we will have a clear cost leadership position in the Nordics. Looking at the Swedish market, where Komplett historically have had a smaller footprint, we're now building a clear number two position, and we're creating a true Nordic entity.
What I'm most happy about is to join forces with a leading brand and a great company. It's a company that we've admired for quite some time, both for its highly efficient and well-run business model, as well as their differentiated and clear concept and very strong brand, and not least, an industry-leading customer satisfaction. I'm very happy to hand the word to Susanne, who will give us an introduction to NetOnNet.
Fantastic. Thank you, Lars. Oh, I don't know why, but this table feels a little bigger when I stand here compared to you. Yes, about NetOnNet. We are very excited to join forces with Komplett to create a leading e-commerce player within home electronics in the Nordic market. As Lars previously mentioned, we believe that there will be significant complementary synergies in this combination. NetOnNet started as a pioneer within the digital business since launch, and we have gone from being a digital challenger to become a digital leader on the Swedish market. We have an online first concept that is complemented by service centers that we call Lagershops. We have more than 100 million visitors in our digital and physical centers annually, and around 90% of our customer journeys starts digitally.
We have a powerful value proposition to our customers based on a customer-centric offering, fast deliveries, and best price. Our Lagershops differ from the incumbents in the sense that they serve as service center and logistics hubs. They are designed for pickup, and I will of course give you another picture when I talk about this. Sorry about that. They are designed for pickup of goods, and they are complementary to our online channel that is being our main channel. This powerful combination has not only been valuable for our customers, it has also been valuable for NetOnNet, generating growing profits year by year. And now a clear click. NetOnNet has had a long track record of profitable growth. We started our journey in 1999 with an online-first business model.
Already in 1999, we started as a challenger, and we have continued to challenge ever since. The successful introduction led to an IPO on the Stockholm Stock Exchange around two years after, and already in 2001, we launched our first Lagershop, developing a strong omni model even before the word omni existed, and we have continued to develop this model since then. We also established a sourcing office in Dongguan in China already in 2005, driven by increased control and of course the opportunities in sourcing. SIBA Invest, owned by the Bengtsson family, saw a great potential in NetOnNet and took it private in 2011. I joined the company in 2018 and saw great potential in scale and partnership, and therefore, I'm very proud to stand here today.
The last years have accelerated the growth for NetOnNet, and today the company generates over SEK 7.4 billion in revenue. Our fantastic long profitable growth journey has been enabled by our passion for the customer and our customer-centric offerings. We strive to create a unique customer journey and a destination where customers come to and where they could truly find the best prices. That's why it's always satisfying to get recognition and appreciation from our customers. We believe that one significant success factor to the recognition and appreciation from our customers, it's that we give our loyal customers some extra benefits. Our loyalty membership, as Lars mentioned, Klubbhyllan, is designed to make an already seamless customer journey even easier. The membership does not consist of any discounts.
It's based on services and content that is unique and adding value to the purchase and to the relationship with NetOnNet. This has generated the growth of our members in the Klubbhyllan with around 41%, the last two years, and today we have 1.3 million members. Today, a little more than 50% of our revenue comes from loyalty members. To keep us relevant for our customers, we have created an offering with a healthy mix between A-brands, own brands, and services. Meanwhile, A-brands drives innovation and is very important for relevance. Own brands offers an affordable alternative to the A-brands and a unique local adaptation to the offering. Own brands is the key element in our product offering, and we focus on high quality products to affordable prices.
We add new product lines when it makes sense, both from a technical and a profitable perspective. One example of this is the launch of barbecue with the brand Austin & Barbecue that was made 2017. This business has generated the growth of 68% between 2018 and 2020. In 2020, it represented 30% of sales in this category. In recent years, we have focused a lot on services and building services into our product offerings, and we are pushing the service offerings and positioning ourselves within the circular economy. Some of the initiatives that we have launched the recent years is, for example, Växla Upp. It's a forward trade-in program. Byt in that is trade-in of used home electronics. We are also selling Begagnat in Swedish.
It's sales of refurbished products. Hyreshyllan, it's a rental of products, mainly mobile and laptops. In order to be able to offer a powerful value proposition for the customer, you need a well-developed supply chain and tailored back-end functions. Our local purchase office in China, founded in 2005, enable us to carefully source suppliers and products to ensure quality and the price, of course, of our own brands. Our central fulfillment center in Borås operates at a low cost and enable us to also deliver with high delivery precision. We have integrated our terminal with PostNord, and we send more than 2.1 million packages to our online customers annually. This back end is complemented with 29 Lagershops, service centers. We have 26 in Sweden and three in Norway.
We offer the same day deliveries to 50% of the inhabitants and people in Sweden, if you purchase before 2:00, and to 90% we can deliver within 24 hours. As previously mentioned, our service centers differ from the incumbents. They are designed to serve as service center and logistics hubs for the customers. The first Lagershop was established already in 2001 due to customer requesting a physical touch point and also wanting access to the products even faster. Today, as I said, we have 29, 26 in Sweden and three in Norway, and it's a proven self-service concept with more than 6 million visitors annually, and more than 60% of those visits also make a purchase in the Lagershop. The Lagershop also enable us to build local awareness and increasing our online penetration in the area.
Looking at Webhallen, it is clear that it will be a great complement to our existing service centers. NetOnNet's focus has always been on large, efficient, low-cost self-service center outside the cities. Meanwhile, Webhallen store network consists of smaller stores and more in-city centers. We believe that there will be opportunities to both increase reach and enable faster deliveries in an efficient way for our customers now when we join forces with Komplett. I just want to finish by saying that me and my team look very much forward to this continued journey together.
Thanks, Susanne. Let's talk a bit about the value creation in the deal and the synergies. I wanna start by discussing a bit about sourcing. If we take a look at the industry-leading gross margins, we're confident that there's still significant headroom for growth for the group. The two companies build and bring complementary strengths to the table. At Komplett Group, we've over the last year expanded our gross margin significantly, driven primarily by improved terms from our suppliers. This is no coincidence. We have invested heavily in building solid capabilities within negotiations, within category management, supplier management, and pricing. At the same time, NetOnNet brings long-standing and solid supplier relations and leading capability in sourcing directly from manufacturers, for example, in China, and in building own brands that can compete directly with the traditional branded products.
Through joining forces, we are doubling our addressable spend to NOK 13 billion. As said, we have conducted a clean team exercise with external advisor assessing the potential and joint sourcing down to a very detailed level. It gives us a strong confidence that there's ample synergies to be realized. In sum, the very capable people of the organization, the complementing capabilities, and the scale of the group makes us confident that we will realize significant synergies by joining forces. As said, there are substantial and clearly identified synergies available, and we expect to realize an excess of NOK 200 million in synergies, where the majority of synergies are to be realized from lower pricing from our suppliers in COGS and in an expansion of our own brands operations.
We expect the full effect of the synergies to be realized within 24 months of closing. At the board. Now looking at the board level. At Komplett Group, we have the tradition of a close collaboration between the board of directors and the administration. We're happy to announce that Mr. Fabian Bengtsson, representing the current owner of NetOnNet, will join the board. He will also be joined by NetOnNet's current chairman, Mr. Roland Vejdemo, who will be joining the board as an observer. Mr.
Nils Selte will continue as the Chairman of the Board, providing continuity in the collaboration we in the administration have had with the board, while at the same time adding new competency to the board with people who are very close, with a close understanding of NetOnNet, under a strong industry understanding, and a very strong understanding of the Swedish market. I will now hand the word back to Krister, who will take us through a bit on the related financials.
Thank you, Lars. I will take the fun part. Looking at the combined financial statement, we will become a significantly bigger consumer electronics player. Two players with a solid market position and with solid growth finding each other, and looking from Komplett's perspective, moving from left to right, net revenue base will increase by 67% from NOK 11 billion to NOK 18.5 billion. Cost position will be remained with the cost percentage around 10%, a clear cost leader position. EBIT base will be up by 74%, and that's even before the synergies mentioned earlier. We will track the synergies going forward and let you know as we progress. Also important, but not included here, a great number of new colleagues. On the balance sheet, and excluding IFRS 16 effects, NetOnNet has very limited net interest-bearing debt, only NOK 90 million by year-end.
Leading to a leverage ratio for the new group down from 1.3 to 0.8, given the issuance of new shares which I'll come back to. With this, we will have a strong balance sheet for both future growth and for dividend payout. Going to the timeline. Announcement is today. From the slide regarding the transaction overview in the beginning of this presentation, we have a bridge facility to finance the cash consideration of NOK 1.5 billion for 15 months ahead. During March, we will have an extraordinary general meeting to approve the transaction with the issuance of the consideration shares to SIBA Invest and authorize to issue shares in a direct issue to replace the bridge facility. During second quarter, we expect the clearance from the competition authorities in both Norway and Sweden, and shortly after that, close the deal.
For the third quarter, we are planning a capital market day where we will tell you even more about the joint forces and what we aim to achieve together. Thank you. Lars.
I'm gonna sum it up by saying I think it's a fantastic deal. We are creating the true online-first electronics champion in the Nordics. We're gonna create a company that's attractively positioned towards attractive customer groups and well-positioned to capitalize on the growth trends in the market. It's two companies that have a proven scalability, a leading cost structure, and will have very efficient operations with a fantastic base for strong competitiveness. We'll expand our footprint in Sweden, create a true Nordic entity, and there is fantastic value creation opportunities in there, in excess of NOK 200 million in synergies, which we'll keep you updated on, as Krister said.
It's a company with strong financials, low leverage ratio, solid balance sheet, and a company that can sustain the attractive dividend policy that Komplett Group has had since we launched on the Oslo Stock Exchange. In sum, for me, a great deal, a low-risk combination, and a fantastic day for Komplett Group. I'm gonna give the word to Jan-Petter Jersland, and then we'll go into a bit of Q&A, right?
Yes, that's right. Thank you.
Mm-hmm. We can join.
Thank you, Lars Olav, Susanne, and Krister for holding that presentation. We will now open up for questions. We will take any questions from the room first before we proceed to taking questions from the webcast. We would like to ask those of you asking questions, please wait to be handed the microphone from Elisa before asking a question. Also please hold the microphone close to your face so that we ensure that all of those attending the webcast also can hear your questions.
Thank you. Eirik from Carnegie. Thank you for taking my questions. I've got four. If we start first, Lars-Ola, I think you briefly talked about it on the synergy slide. What's your plan on product overlap? And more specifically, the NetOnNet own brands potentially on the Komplett platform seems to be a very gross margin accretive. And also my second question, I guess it goes more to Christer. Looking at the OpEx to sales, you're taking a bit of a step back on the pro forma basis. Could we expect the combined entity to push down towards the 10% mark without synergies? Or are there some structural cost differences there, which makes the pro forma levels more reasonable also going forward?
The third question, I could be wrong, but I couldn't find anything on integration cost in your communication. Just some scope there I think would be good. Lastly, you've got the three very strong brand names. What's the plan there? Stick with those three separately or you think merge over time would make sense? Thank you.
I'll maybe start with the first then. NetOnNet has a fantastically strong portfolio of own brands, but also a very strong capability in sourcing solid products, which is not easy, and building own brands. I think that is definitely an area where we see clear synergies that we can work together because if you look at NetOnNet, it's around 12% of their turnover is from private label. As you say, it's margin accretive, and we are around 2. Yes, it's a clear part of the plan to create synergies to work together on private label. Yeah. Was that sort of? Yeah. Krister, do you want to take the-
The cost question? I think, regarding cost percentage, that is a very important KPI for us. We will come back to you on the financial targets in the Capital Markets Day in Q3.
Susanne Holmström.
I can take the brand question. Yes, we have three strong brands in Komplett, NetOnNet, and Webhallen on the market today, and we will continue to operate as three separate brands on the market. They are strong. They have had a strong growth going if you look historically, and they have great potential for the future. They will continue as brand, and then we will focus on the synergies on COGS level.
I think.
We had four, I think it was four questions, was there?
The integration question.
Yeah.
I think also we need to have a full plan for you in the Capital Markets Day.
Thank you.
On the integration, it's important for us to emphasize that we start with looking at purchase synergies and that is the main target for us now, and that has not a big cost element to it.
If I just may add, I think that I said in my presentation that I think it's a low risk combination. The rationale for that is that we do not want to go directly into large steps and integrate the organizations or unifying brands. We're going after our COGS synergies, both on purchasing price and on private label or own brands. That is our focus, and that to me moves this into a low risk combination.
Any other questions from the room? No? Then I think we'll take a couple of questions from the webcast, and, if anyone have a question later, we can take that then. Okay, we'll start with a question regarding the B2C in Q4. Did you say that the Q4 sales decline of 12% is something to expect for the full year? Do you expect any improvement in the component shortage situation during 2022? If so, when?
I think what we said is that the B2C market will remain softer for the larger part of 2022, and we do expect there to still be component shortages in 2022. Will that be 12%? That is in no way what we're saying. We do expect a softer market.
Thank you, Lars Olav. Another question regarding the synergies in the transaction. You say that the NOK 200 million synergies mainly will be related to sourcing. Should we expect you to use a larger part of this 200 million to secure even more competitive prices?
I think the If you look at NetOnNet, the clear strategy of NetOnNet and their clear position is a cost leader. I think as a retailer, you have to have clear pricing that is transparent and competitive all the time. Otherwise, that is sort of the basis of driving a good retailer. We will make sure we have competitive pricing. I don't see any need for getting more terms to lower our prices. I don't see a direct link there. We will follow competitive pricing in the market at all times. The synergies are the synergies, and we are competitive now as well. There is no direct link there.
To add on, also.
Mm
Komplett has a very efficient model.
Mm
Low cost. We are two strong actors joining forces, becoming even stronger together.
Mm.
I think this will make our relationship with the supplier even tighter, and we will be able to source in a different way with higher power.
Mm.
A double power.
Thank you. Will the acquisition of NetOnNet impact your expected investments in Sweden in the coming years?
As said, with NetOnNet, we get a new warehouse in Borås, and we've assessed the three locations quite carefully, and they complement each other. Having the three gives us a good market proximity. What we'll do now, as soon as we come past closing, is start working together to see how we can build a unified supply chain that is optimized for a full group and not only for Komplett Group and NetOnNet as standalone. How that impacts sort of the dimensioning of the warehouses, et cetera, we have to come back to. We need a bit of time to assess that.
Mm-hmm.
On the CapEx targets that we have, that they will remain, so we will still-
Mm
... build the central warehouse in Sweden.
Yeah, true.
Thank you. Another question regarding revenue and COVID effects. At the IPO, you guided for NOK 500 million positive revenue impact of COVID. How do you see this figure on the back of the recent trends you saw in Q4 with B2C? And furthermore, how do you see the impact of COVID on NetOnNet revenues?
I can start with the Komplett. Of course, we did have a fantastic Q4 in 2020, some of it helped by COVID-19, of course. I think also for that quarter in 2020, a lot of the stores, physical stores were closed, so that's a very favorable market condition for online. Of course, we will have a negative effect for that in 2021, which we had. How much it is, very difficult to say.
Looking at NetOnNet.
Mm
We have not done any calculation specifically on COVID effects. Of course, we have the similar trends that you, as you say, with the strong growth last year. We had a strong growth even before COVID, so we could see a great potential in future growth. We have also launched just recently a new product segment, white goods, that is also increasing our potential to continue to grow, even if we, of course, have had a strong 2021.
Thank you. Question regarding the supply constraints, how much did lack of goods impact the Q4 revenues, and how should we think about the income for coming quarters?
Oh, it's clear that the access to especially components and gaming products impacted our top line. It did. We're working very hard with our suppliers now to secure more goods. But one of the things that has also happened during the pandemic is that our and our suppliers' ability to sort of forecast what is in the pipeline, the visibility we have on the coming pipeline is much shorter, so it's hard to say. We expect softer market conditions for 2022, but not necessarily the -12% we saw in B2C in 2020 in quarter four is not necessarily representative of the trend we'll see going forward.
Thank you. Another question on the transaction and the synergies. Can you add some more color on where the synergies should come from? How much is revenues and how much is cost? How does the acquisition impact the two companies' ambition for expanding its warehouses? Is this a part of the calculated synergies?
The synergies that we have mentioned today is based on purchase of goods on COGS. If we have any synergies on cost, I think that might be. For example, packaging material, transport cost, and so on, but it's important to say that we are three organization today with Webhallen, Komplett, and NetOnNet, and that will remain going forward as well.
Thank you. Expanding on that, NetOnNet has a strong P&L offering and sourcing. Is scaling this offering a part of the synergies that you're talking about?
Is it where we're referring to our own brands maybe, yeah? Yes, we have been working with own brands since start, in 20 years, and of course, it's an integrated part of our offerings to the customers. We can say that Komplett and Webhallen are also working with own brands, and we are really looking forward to see what kind of how we can increase this offering and help each other to become even stronger in this area going forward. Of course, we are really eager to start working and to look at these synergies more carefully, but we need to have a little time to see what kind of synergies can we see.
Our strong sourcing capabilities is of course something that is interesting to discuss with.
Mm-hmm
Komplett.
Thank you. How do you expect NetOnNet to impact the distribution segment in Sweden?
Currently, I think our primary ambition for the distribution segment is in Norway, so there is no big plans to expand the distribution segment to any scale in Sweden at the moment.
Thank you. Then a question on the transaction and why both a dividend and a share issue?
It's important for us to maintain the dividend policy that we have communicated, so I think that is the main reason.
Thank you. That concludes the questions we had from the webcast. Any last questions from anyone in the room?
Thanks for showing up.
Thank you.
Thank you.