Morning, welcome to this investor and analyst call by Norwegian in relation to the acquisition of Nordic Leisure Travel Group, NLTG in short. My name is Jesper Hatletveit, VP of Investor Relations here at Norwegian. I'm joined here today by CEO of Norwegian, Geir Karlsen, CFO, Hans-Jørgen Wibstad, and Chief Commercial Officer, Magnus Thome Maursund. I'll first give the word to Geir for some initial remarks before we go to Q&A. Please raise your hand before any questions during the Q&A session. Geir, please go ahead.
Thank you very much, Jesper. I think for us in Norwegian, this is a big day. It is a market that we have been looking into for quite a while, the last couple of years. We have been wanting to take a part of this market because we think it is complementary to what we are doing, both in Norwegian and Widerøe. This opportunity came up, I guess, a half a year ago, we have been studying this company in very much details over the last weeks and months. We are very happy to now be able to launch this transaction. I think it's important for us in Norwegian and Widerøe to also make sure you understand that the airline, Norwegian, will continue exactly as we have been doing over the last years. This is not turning this company into a charter company.
It's much more the fact that we have a very attractive network. We have 70% approximately leisure travelers. By complementary, I mean that this is an investment where we can actually offer a better product. We can take a bigger share of the wallets of the passengers that we are already flying to a lot of destinations, especially in the Mediterranean. It is important that we all understand that Norwegian will still have a very high focus on the cost side of the business. We're going to compete in a low-cost market segment, this is just adding value to the product that we are offering. Little bit of the issue in NLTG is the lack of capacity on the aircraft side. They have 12 aircraft.
The airline, Sunclass, is a great airline, it's also very inefficient by many good reasons because it is complex to fly that network with too few aircraft. This is where we can come and help, we can also make sure that we can do better product offerings, meaning hotels on destinations where we are already flying a lot. That is maybe the biggest synergy here as such. The holiday market has been growing over the last years. We expect that to continue to happen. We are seeing our own competitors around are also focusing on the holiday market because it's a robust market, it's relatively stable, therefore we are very happy to be now acquiring NLTG. This is a company with a very long history. It's a well-run company. We have been doing a deep due diligence process.
I think that is the rationale for us doing this. There is also synergies in the short term and also on the mid to long term that we are very comfortable with. We are very much looking forward to get an acceptance from the competition authorities, which will probably take two, three months at least, hopefully two, three months, and then we can get going, merging and to take up all these synergies. I think that's the short story.
Okay. Thank you, Geir. We'll move on to Q&A. As I said, please raise your hand for questions and I'll unmute you then. We'll start with Ole Martin. Can you unmute yourself, Ole?
Yes. Hopefully you can hear me now. And I just wondered, Geir, if you can elaborate a bit on where you expect these synergies to come from, and also if you can add some color on how the utilization has been on NLTG's aircraft fleet?
Well, you knowI did mention, Ole Martin, the aircraft side. That bit also, it includes the aircraft in itself and then also the crew side of it. That is a huge synergy. You can also say all the support functions in the very short term will be areas where we will take out synergies as well. I can say that when looking at the airline, Sunclass, they were flying between 500 and 600 positioning flights—
On the what?
as late as last year. [inaudible] That is obviously an area where we can help out very quickly. As mentioned, I think the big synergy is to take a bigger portion of the value chain, and not only offer what I call the commodity, an air ticket, but also something else. I'm sure you know that if you think about the pricing on hotels and hotel companies, they are normally priced massively higher than airlines, and that is also something to be aware of.
Okay. How would you distribute the synergies then between cost and revenue?
I think the simple explanation to that is that, let's say, we are flying, for example, take Spain then. We are flying close to 5 million passengers to Spain every year, both to the islands and also to mainland Spain. On mainland Spain today, NLTG doesn't have any hotels. We are flying millions of passengers to these destinations, and it's clear to us that this is an upside where we can offer an additional product to passengers who are already flying there. At the same time, Ole Martin, it is very important for us to say that, you know, Norwegian, as it is today, will stay exactly the same as it is. This is not turning us into a charter company. This is just offering an additional product to passengers that are already passengers with us today.
Last question from me before I join back in the queue. Just on the Sunclass fleet, I guess it's Airbus aircraft. How do you see that, considering that you are running on Boeing aircraft?
That's a good question, Ole Martin. In the ideal world, I guess we would like those aircraft to be Boeing. At the same time, these aircraft, we will make sure they will fly more efficiently. They have A330s, a few of them. It's a well-run airline. They are situated in Copenhagen next to us. They have a hangar next to us. That is a synergy in itself. We are happy with sticking with the Airbus, at least for now, then we will see down the road how we do it. They're all leased. There is 100% overlap on the lessors, meaning that we have the exact same resource with us as they have. That is also an opportunity and where we are having a better credits than Sunclass, then it also gives us opportunities towards these lessors. They have Boeing with us. So, I think you understand the point.
Yes. Perfect. Thank you so much.
Please raise your hand. Next person with questions. [Jennifer Law], Bloomberg, please go ahead.
I cannot hear you, [Jennifer].
Hello?
Hello. There you go. Please try again.
Yes. Hi. Can you elaborate on the financing aspect? You did mention earlier, the press statement said it's going to be financed through a combination of cash, bond issue, and other sources.
Hi, [Jennifer]. This is Hans-Jørgen, CFO. We will finance this through a combination of share issues towards the sellers, 300 million shares, and then we will have the remaining portion, SEK 3.5 billion or Swedish krona, will be financed through existing cash in the business. We have a very comfortable cash buffer. Also likely to issue a bond in the Nordic bond market, which we believe will be in a very attractive value proposition, and we don't really see any particular issues or risk related to that bond issue. The financing of this deal is not fully committed, but it's in place for all practical purposes.
Okay. Is there a bridge facility currently in place?
There is none, and there is no need for that. Because there will be closing, and it will just happen overnight.
Okay.
Once we get the competition authority's approval, and of course, EGM, keeping in mind that also our largest shareholder has given its prior approval, although there is still an EGM to be held.
Great. Thank you.
Okay, we move on to [Pål Nisland].
Thanks, Jesper, and congratulations on a very interesting deal. Geir, you talked about the synergies. Is it possible to break down, roughly, the targeted two percentage points margin uplift in 2027? What I'm thinking of is this mainly driven by, call it acquisition synergies through network optimization, or this also includes NLTG's own initiatives through concept hotels and also operational improvements? Thanks.
I think, [Pål], that it is a combination on a process that has already started with NLTG when it comes to an uplift in 2027, part of that is driven by growth, and part of that is driven by actually running the business more efficiently. Obviously, in the short run, meaning into 2027, the synergies will very much be on the airline side of it. While down the road from, let's say, late 2027 into 2028, it will be more synergies on the commercial side. Looking at the last year in NLTG, I think they performed very well all the way into when the run situation kicked in. That has caused us also to be very honest. We renegotiated it slightly, because they are seeing slightly weaker 2026.
We anticipate to take over this company very late in 2026. The focus has very much been on 2027. We are talking about synergies here in the relatively short term, in the hundreds of millions NOK.
Thank you. Just a final question on me that goes on complexity. How do you see the integration here in terms of complexity? Is this the complexity mainly forming the two airlines together, or is it also adding, you know, the Concept hotels and that part of the business? Thanks.
It's a good question, and very much expected. I think to try to say when I started, this is a complementary, it's an additional service or product that we will offer. We will continue to focus running Norwegian and Widerøe exactly the same way as we are doing today. I don't think we are bringing that much complexity. This is a well-driven company, NLTG, with a very professional management team. This is synergies that we will take out in a network, and a very attractive network that we're already flying. We will not forget for a second to make sure that we are as competitive as absolutely possible, thinking only about the airline Norwegian and Widerøe.
Thank you.
Thank you.
Thank you. I will move on to Marcus , [Pareto Securities].
Yeah. Thank you. Great. I just have a question on NLTG's margins, and I guess you might not be the best one to answer here. Just to try to understand, you know, pre-COVID, they operated with an EBITDA margin of 9%-10%, as you said in the newsflash, and now it's closer to 4%-5%. Could you try to help us understand-
Yes, please
what the key drivers there are? To understand the underlying profitability within the hotel chain versus the airline part of it. That would be great.
Thank you. I'll give this question to Hans-Jørgen again.
Hi, Marcus. Great question. I think that's one of the key issues that we've been diving into, spending a lot of time to understand exactly where is this coming and more importantly, can we come back to that kind of level? I think to answer the latter, we think that give us some time and driving the synergies both on the cost side and on the top-line side, I think there is the potential to come back to that level. They were there, but they were there pre-COVID, then they had the situation with the COVID. They had a little bit of more time to recover from that than we have in the airline. It's a little bit more of a complex business. They have a larger system cost to deliver.
But we have seen, as you can see from the book on slide 29, you will see even in the most recent quarter, in the first quarter of 2026, as Geir was alluding to, they had a good quarter. They had a good speed into 2026, just like Norwegian. It's building brick by brick, taking each step forward. Now with the further expansion of their Concept hotels into the 2027 and 2028, which is ongoing, we are confident that we should be able to not necessarily, we're not giving guidance on coming back to the 9%-10% level.
Yeah.
It should be within reach given the time and we're seeing clearly and as demonstrated in the numbers, that they are on a recovery route. They're really back on their feet, the company we're taking over. As Geir said, we're very confident following the due diligence. It's a well-run company. There are certainly things that can be done on the cost side. There are things that can be done on the operational efficiency, particularly on the airline side. They are a well-run company. It's a fantastic brand, and there is a good opportunities to gradually recover and then drive margins further up.
That's loud and clear. Thank you. Just another one from me I understand you haven't provided any figures on cash flow in terms of NLTG, but could you try to just help us also at least try to think around the CapEx profile of NLTG? You have your leases and so on, and a fairly moderate CapEx program in that sense. You talk about some, call it expansion plans for NLTG. Should we expect above average CapEx profile from that in the years ahead, or will it be fairly stable from what they delivered in the prior years?
That's a great question also, Marcus. I think the short answer is that they are expanding, but keep in mind that they're expanding by way of leasing of hotels. They're entering into long-term leasing projects, so it's pretty capitalized business in terms of cash flow. They're doing a little bit more of that over the next year and a half, and two years. That's on the plan, and they have very good plans and sort of commitments on that towards their counterparts. Overall, the cash flow for the business, we expect them to be cash positive over the next couple of years, taking into account that they're slightly more CapEx than their run rate. The important thing to keep in mind is that they're leasing their assets, including the aircraft and the hotels.
Yeah.
You know, not a CapEx-intensive business if you forget about IFRS 16 and those IFRS conversions.
Yeah. That's great. I'm just going to, last one because I have my hands up. Nothing that will alter your capital allocation framework in terms of how you have at least thought about dividends and so on. You haven't provided a dividend range. You will still, even with this acquisition, continue with what you stated in prior reports, right?
I think that's a fair assumption, Marcus.
Yeah.
This should not impact our capital allocation. We have a very solid balance sheet. As mentioned to [Jennifer], the financing of the deal is very, very manageable and should not impact the dividend capacity.
Great. Congratulations again. That's all from me.
Thank you. We'll move on to Desmond.
Hi, can you hear me?
Yeah. Hearing fine.
Hi. I refer to slides 20 and slide 29 in the presentation that was released this morning. As you look at the revenue trends from 2018 - 2025 for NLTG, that's a 7% cumulative growth. The passenger trends for the last two and a half years also show relatively flat development. I'm just wondering what accounts for this relatively kind of weak performance if you compare with the rest of the travel industry?
I think, just to answer that, I think it's the opportunity in many ways that we have. Now they had the break. I think the slide 20 is a great one. I think it's one of the things that gives us great motivation to see their numbers. They've recovered, as mentioned. They were pretty hard hit by the Thomas Cook bankruptcy combined with the COVID, recovered, got new owners, and they're on a good path. There is, in our opinion, this is the way they've been kind of recovering, not over-expanding, keeping control of the business, focusing on cash flow and margins. Now, with their current not so expansive expansion plans, but still controlled expansion plans, they're on a good routing that we firmly believe that they're on the right track for that. We're not worried about that at all.
I think it's, in many ways, a sign of strength that we're taking over a company which is in reasonably good shape, but with good opportunities.
I think part of the reason as well, Hans-Jørgen, is also a weak Swedish krona in the same way that the Norwegian krona over the last couple of years has been hitting us as well. A little bit of the same in Sweden.
Okay. Just one quick follow-up to that. Do you expect this deal to improve your load factors? I know you're going to run Norwegian as it was, and you guys have very good load factors now, but is this deal expected to improve that?
I think that's a fair assumption, Desmond. I think Sunclass in isolation operates on a very high 90s load factor alone. We think with the platform that NLTG provides, especially in the dynamic packaging space, that this can contribute to fill up Norwegian's leisure network as well.
Okay. Thank you.
Okay. We'll move on to Andrew from Barclays. Please go ahead.
Hi there.
Yeah, thanks.
Thank you. Apologies. I missed the start of the thing, so if these are repeats, forgive me. What happens to the brand, and can you just clarify what happens to the Sunclass fleet? Because obviously it's very different, but also within it you've got some lovely modern aircraft, but you have got six. Quite classic A321s. Are they slated for replacement to neo, or do they want to come to 737s, or do you just soldier on with them? Let's start with that, please.
I can start on that, Andrew. Hello. Great to have you on the call. You know, they have their Airbus fleet. It's a good fleet. We've done our due diligence on it. It's a well-managed fleet, and they have their three wide bodies. In the short term, nothing will happen. I think it's a short answer to that. They will continue to run their bit of it. We will, starting when the deal closes after the competition authorities gets their approval, we will start working on synergies in terms of procurement and other things relating to the operations of the Sunclass fleet, which is well-managed. They're themselves very much aware of their somewhat inefficient operations of the fleet. There will be a great cooperation between them, between Norwegian and Sunclass in that regard. Their fleet is fully leased.
What will happen as we move over the next few years in terms of harmonizing the fleet, we have a full Boeing fleet, as you know, Andrew. They're full Airbus, and then we will see how we can overall optimize the fleet composition. The starting point is a good one and there is, you know, we think, significant opportunities in terms of synergies, in terms of operations even though the Airbus-Boeing is a limiting factor in the short term.
I can add to that there is deliveries of two A321neo coming in 2027 replacing parts of the COs. They are fully delivered on the A330neo. On the brand side, what we will do with the brands, I'll give that question to Magnus.
I think it's worth highlighting that NLTG has very strong Nordic travel brands, and there is no plans to not continue onwards with them in the local markets as they already use those brands. Currently, no plans to change that.
Perfect. Can I ask a question on the hotels? What percentage of the hotel occupancy comes from the mothership, comes from NLTG, and what percentage comes from outside? Ask the other around, what percentage of NLTG holidaymakers go to their own hotels or your own hotels to be?
To be honest, I don't think we have those exact details in front of us. Can I get back to you that later in the day?
Yes, of course. Just another one then on the brand positioning of the NLTG package companies. I think they are number one in Norway, Sweden, Denmark, and number two in Finland. Can you remind me who their rivals are and how close they are, how closely competitive it is in terms of market shares?
Yeah, I can do that, Andrew. They're a clear number one in the markets you mentioned. Ving is the brand that they utilize in Norway and Sweden. They have Spies in Denmark, and Tjäreborg is the Finnish one. They're number two in Finland behind the Finnair brand. They typically compete across all Nordic markets against TUI Nordic Apollo, which is the REWE Group company.
Yep. Okay.
Please keep in mind, Andrew, this is a strong Nordic footprint deal. You know, I think they're important.
Yeah. No, I get that. Totally. They have an OTA business. Is that growing faster than the core business or slower? What would that mean for your cooperation with other OTAs? I think other OTAs do buy seats on you at the moment. What does that mean for your future collaboration with competing OTAs if you're now owning an OTA?
Good question, Andrew. I'll start with the last part first. Currently today, we have a concept called Norwegian Holidays. Obviously, that will be up for review as part of this transaction when it closes. In terms of OTAs, there are typically no, let's say, competitive clauses in the sense that you can't be on Expedia and other marketplaces as well. That's typical that you are widely distributed. For the airline side, that's something we have to review as we go along. There is no current plans to sort of limit Norwegian Airlines distribution in that sense. The other question, could you repeat that, please?
Yeah. NLTG's involvement in the OTA business, is that growing faster than the total business? Is it gaining share, the OTA part of their business?
Yeah, it's a growing segment for them, and it's quite an attractive segment for them as well, and it's a segment that they have invested in their IT platform to be able to grow going forward. It's a growing business, but they are, keep in mind, also growing what they refer to as classic packages, meaning the ones more traditional ones. I think what maybe sort of separates NLTG from other more sort of generic OTAs is that they do have a very sort of strong contractual team contracting and curating hotels offerings in leisure markets instead of just going widely across multiple bed banks. It's a very high-quality product, tailor-made for the Nordic travelers.
Okay, just one more and then I'll shut up and let other people have a chance. On the classic tour operating product, where they're not using their own hotels, do they take bed commitments or is it just on access to hotel inventory? Do they have risk?
Yes, they do. They do have different sort of levels of commitment and different sort of concept levels at the top. They do have their own concept hotels.
Yeah.
This sort of gradually drops down, let's say the pipeline, until they also provide some access to bed banks as well.
Okay, perfect. All right. Thank you very much. Congratulations. Exciting.
Thank you.
Thank you. Hans Erik.
Yes. Hello and congratulations. I just wondered, the seasonality in Sunclass, is that the same as you have in Norwegian?
It is somewhat similar, obviously, as they're targeting the leisure Nordic market. It's a slightly smaller distance from top to bottom, but it do follow the same pattern.
Okay. Sunclass, do they buy capacity from other airlines?
They do. They buy from both ACMI operators, but also scheduled airlines across Europe. Yeah.
Do you know how much that is in terms of total seats?
It's a significantly smaller share than what they provide to themselves through Sunclass. I don't have the specifics. I'm sure we can provide that.
Okay, good. Lastly, on leasing costs, how competitive are they? I guess since this company was acquired to you after the bankruptcy, one could assume that the leases are very competitive or?
Hi, Hans Erik. Good to have you on the line. I think they're reasonably good. They're not as sharp as Norwegian on it, where like Geir said in the beginning, they don't have as strong a credit, their relationship with the leasing companies is a good one. Same ones we have. Their leasing deals are generally at or slightly low or worse than our terms, they're not in any way off-market. We're quite happy with that. There is no kind of carryover negative on that, we think there is, over time, a good opportunity to sharpen that a little bit.
All right. Thank you.
Can I just add one thing?
Sorry, Geir.
Thanks. I think it's also fair to say that if you compare the price they're paying compared to the market level today, not comparing it to us, but then I would say it's quite attractive terms, I would say, in general.
Good. Thank you.
I just had one short comment on Andrew's question. If you look on slide 21 in the book, you see the importance of the Concept hotels, and that's also to Hans Erik, I think, and everyone online. The importance of the Concept hotels in terms of their contribution to gross profit. That is likely, given the plans for future expansion, that is a picture which is likely to continue largely. That's one of the strengths, we think, of the business as a whole, because it's quite a unique concept.
Thank you, Hans-Jørgen. There are currently no hands up in the queue, so I'll ask anybody who wishes to ask a question to raise their hands. We'll then go back to Desmond.
Hi. Thanks. Just from the headline numbers, it seems like you're paying a higher multiple for NLTG than the multiple that you currently have in the market. How do you justify using such a big amount of stock for the acquisition?
Well, I think in short, we believe that we are paying a fair price, a good price with good opportunities, both in terms of the EV/EBIT multiple, also in terms of their expected EPS. Taking into account the synergies, also moving towards their own improvement programs. In our mind, we are paying a fair price. We think the stock, the combination of cash and shares is a good one that will be beneficial for our shareholders. In our opinion, the multiples are fair, and it will be incremental to our EPS as we move forward. Also improving our EV/EBIT multiple.
Okay. Just a follow-up to that. It was mentioned that there will be up to 30 million additional shares payable. Can you elaborate on what this is contingent upon?
It's contingent upon the share price in Norwegian from the November 16th of 2026 to the December 11th 2026. That's a 20 day on the VWAP. Yes, the interval is between NOK 17 and NOK 20. Those details are both included in the investor presentation and the stock exchange release published this morning.
Also just keep in mind that this represents just a little bit more than 2% of the issued share capital.
Okay. All right. Thank you.
I'll once again open up for more questions. Please raise your hand. Asman, please go ahead.
Yeah, thanks. I think there was a little bit of elaboration about the financing for this deal. Could you just give an indication of the borrowing costs that are expected? Is it going to be higher or lower or about the same as what you had before?
Well, I think we are essentially now with the exception of aircraft financing, a debt-free company. We retired all our legacy debt. We are not an investment grade company, I think, but we should be a, just to give an indication with no commitment, a good B B credit. You can consider that when you're taking that into your model. We're very comfortable on the financing and going back to on the previous financing packages, we were paying significantly more, of course, out of the reconstruction in 2021 and 2022.
Okay. Thank you.
We will just final comment on that. It'll be done either in SEK or Norwegian kroner. There is a different in the base rate there as well. That decision has not been taken. That's one of the things we have ample time to decide at a later stage. The margins will be similar, probably the spread on the bond between the two markets.
Okay. Thank you.
Once again, opening up for other questions, please raise your hand. I'll repeat please raise your hand if there are any more questions or we will conclude the session very shortly. Okay. As there are no more questions, we will conclude the session here. Thank you very much for listening in, and thank you very much for your good questions. Have a good day. Bye