Hello, everyone. Welcome to Orkla's Conference Call regarding this morning's announcement. Here at Orkla, we are the CEO of Orkla, Åge Korsvold, the CFO of Orkla, Terje Andersen. My name is Rune Helland, and I'm responsible for the investor relations. Åge, we'll start by giving a brief summary of today's news, and then we will open up for questions. Please, Åge.
Thank you. Today, we have announced a 50/50 joint venture between Orkla and Hydro, creating a global leader in aluminum extruded products. We will establish a joint venture, and as I said, it will be a 50/50 joint venture going forward. To compensate for the relative valuation, Orkla will, in addition, receive a NOK 1.8 billion loan note to be paid by the new company. Hydro has also agreed to supply the new company with extrusion billets on a corresponding level as is today, 400,000 tons annually, on market terms. We have committed to hold our position for three years in order to extract the synergies that we expect from the transaction.
Synergies are estimated to be NOK 1 billion with a NOK 1.6 billion investment to extract the synergies. After three years, each party may initiate an IPO, but where each party can decide to retain a 34% interest if they so wish. This transaction is subject to approval from competition authorities, and we expect to complete within the first half of 2013. I should also add that we now commit the profiles, the Building Systems, and the Tubing business to the new joint venture. Sapa Heat Transfer will be kept by Orkla, and we have initiated a process whereby we expect to find new owners for Sapa Heat Transfer in the early part of next year.
That will be a process that goes in parallel. Those will be my initial comments, and we open up for questions.
To queue up for questions, please press star one. I repeat, star one for questions. First question.
Robin Asquith, J.P. Morgan Asset Management, London.
Go ahead, please.
Yes, good afternoon.
Good afternoon, Robin.
Just a question about the three-year timescale. Obviously, that would allow for the cycle to improve. If the cycle somehow improves quicker, would you still be kept to that three-year timescale, or could you actually exit earlier?
The terms of the agreement is that we have committed to the three-year holding period, and that has been dictated by the time, it takes to extract the synergies. If we wanted to change that, we would have to negotiate an agreement with the Hydro.
You could easily change that agreement if circumstances changed?
As I said, we, that will require a negotiation and agree. Of course, if the parties agree, we can basically agree whatever we like.
Yes, yes. Okay. On the NOK 1 billion synergies, is that the number that you expect to fall to the bottom line, i.e., sort of the net, the net benefit?
That is the net benefit, yes.
Yes. Of the NOK 1.6 billion cost, how much of that is cash?
I would say that these numbers are both basically cash numbers.
Okay, okay. The, the other question I had is, obviously, with the three-year timescale, does that stop you making any other sort of major acquisitions, i.e., can you borrow against the possible proceeds or the cash coming out of that? Does it prohibit you doing other big acquisitions?
My view is that Orkla has a sound financial platform, and my view is that we have the financial platform to execute on our consumer goods strategy.
Okay. Just finally, obviously, you talked about the three-year timescale and the possible IPO. Is there any chance you could see an industrial buyer coming in? Obviously, you're putting two businesses together, which would have a large market share. Is there any chance an industrial buyer might emerge?
I would put it this way: I think that the exit route that we need to negotiate is the IPO route. Obviously, all other exit options are possible, but I think it doesn't really make sense to speculate about that today, because today, those exit routes are not available in today's market, with today's market conditions.
Yes, I see. Okay, well, thank you very much. It looks a very attractive scenario, so, thank you.
Thank you. Thanks.
Next. Go ahead, please.
Hello, I just have two questions. One being, can you explain a bit if there was at all of an alternative to sell to Hydro? I mean, clearly, this is not the core of Hydro either, but at least, definitely not core for Orkla. Was that sort of a part of the negotiation you had with Hydro? Secondly, with regard to heat transfer, can you give us any indication of, let's say, the timeframe for that exit?
I would say that with Hydro, we have focused on transaction that we felt made both sense to both parties, which was to establish a joint venture and to capture those synergies. I think that is and that has been the scope of those discussions. With respect to an exit for Sapa Heat Transfer, as I said, we hope to be able to announce the sale early first quarter next year.
Yeah, thanks.
Next?
Next, please.
At this time, no further questions. Please press star one if further questions.
Marcus Ivar, Goldman Sachs.
Go ahead, please.
Yes, hello. Hi. Can you hear me?
Yes.
Okay. Thank you for taking my question. It's, it's regarding kind of the margin profile of this new company. Before you've been aiming at the 5%-6% margin for Sapa through the cycle, as a target as such, how can you see the margin profile of this new company post synergies, kind of through the cycle? Do you have? I assume this will be a little bit higher than those 5%-6%. I also suppose that needs to be post a stabilization of the European demand side of things. If you can give some colors on this, please.
Yeah. We will obviously now have a period where we plan integration, and we'll also go through a revision of financial plans and objectives. I think today, the only thing I can say is that the merged company will have a slightly different product and business mix, and we need to spend the next six months reviewing plans. We will, the ambition is definitely that we will have a similar scope where we set objectives for EBITDA levels, and we also set a goal for the Return on Capital Employed.
So that will definitely be our ambition, that we have a similar scope, but whether the numbers are the same, I mean, that we need to review in view of the somewhat changed business portfolio for the merged company.
Okay. Thank you.
Next.
Robin Asquith, J.P. Morgan Asset Management, London.
Go ahead, please.
Yes, just a follow-up question. I know it's, three years away, but if you looked at an IPO of the business, do you know how much debt you might attach to that business?
What we have agreed initially is to have a financial profile where debt should not exceed two times EBITDA. We believe that given the nature of the industry, we should maintain a fairly conservative financial profile, at least until we see some change in the macroeconomic conditions.
Okay, thank you. Obviously, there's been a lot of activity in divesting, non-core assets, and, things are progressing, you know, very well, obviously. Just on REC, obviously, that's a small part now, but you have the shares in REC. Any suggestions, which what might be happening there at all?
No, I think that what we can say there is, of course, that there's a new governance in place. We have our exposure. I think that we will of course, stick to our overall plan, which is exit these investments. I don't want to comment on the timing of those transactions.
Yes. Okay, thank you.
If further questions, please press star one. Next?
Diogo, Deutsche Bank.
Go ahead, please.
Hi. Hello, just a very quick question. In terms of the new combined entity, do you have any idea in terms of the geographic split, how the new entity will look like? Second, in terms of margins, if you already have the same type of idea or forecast of how that will look? Thank you.
I think it's a bit early to give you the breakdown. We haven't, so I don't think we can. Of course, the overall picture is that the European business will just about double. In the U.S., Sapa is bigger than Hydro to the factor of five. In the emerging market, it's basically somewhat similar sizes. Hydro is South America, and we are in China, Vietnam, and India.
Thank you very much.
Next?
Francois Koch , Bank of Asset Management.
Go ahead, please.
I have just a quick question. I was late to the call, so I'm not sure whether you answered it already. How did you come to the NOK 1.8 billion payment for the difference?
As I said, that is a compensation for the difference in, in valuation.
Right. If I look at the average, sales difference over the past three years, it comes to roughly 54% of sales. Is that the way you looked at it?
No, I think.
Did you look at it on an EBITDA basis? I'm just wondering how you came to the figure.
No, I think both parties felt that we are in the middle of an extreme down cycle. There are accounting effects from, you know, both from the very severe difficulties in the marketplace, and we are not probably synchronized in the way we've been handling some of the challenges as well. When we have negotiated, we have tried to establish some sort of normalized profitability in order to derive at the valuations.
What kind of multiple did you put on that normalized profitability?
I don't think that we would like to go into that because this is effectively, this is, you know, as you see, this is a relative valuation. You know, we put this together, we create a 50/50, and we have this loan note of NOK 1.8, and I think we take it from there.
All right. Thank you.
At this time, no further questions? question from?
Marcus Sivar, Goldman Sachs.
Go ahead, please.
Yes, thank you. Just one quick question on the balance sheet, the capital structure. Have I understood it correctly, if the NOK 1.8 billion, that's gonna be a debt that the company raising to pay Orkla, then the costs that will be incurred to reach the synergies of NOK 1.6 billion, that would also be kind of cash that they raise through debt, and this will be the net that the company will run on, in kind of the first few years, i.e., NOK 3.4 billion? Is that approximately how to look at this? Thank you.
Yes, that's correct. That is the plan. Of course, if you have an underlying EBITDA about NOK 2 billion, the debt capacity would be NOK 4 billion.
Yes. Okay. Thank you very much.
No further questions? Okay, if there is no more further questions, we would like to thank you for participating from here from Orkla.