Vend Marketplaces ASA (OSL:VEND)
Norway flag Norway · Delayed Price · Currency is NOK
254.80
+12.20 (5.03%)
Apr 30, 2026, 4:25 PM CET
← View all transcripts

M&A Announcement

Jul 21, 2020

Operator

Today and welcome to the Schibsted Audio Conference. Today's conference is being recorded. At this time, I would like to turn the conference over to Mr. Jann-Boje Meinecke, Head of IR. Please go ahead, sir.

Jann-Boje Meinecke
Head of Investor Relations, Schibsted

Hello, and thank you for joining us today for the Q&A session related to Adevinta acquisition of eBay Classifieds. Today on the call with me here is our CEO, Kristin Skogen Lund; our CFO, Ragnar Kårhus; and also EVP for Nordic Marketplaces, Christian Printzell Halvorsen. So let me now please hand over to Kristin, who will give you a short presentation, which you can also follow on the web, and then we open the Q&A in the end. Thank you.

Kristin Skogen Lund
CEO, Schibsted

Excellent. Thank you, Jann-Boje, and welcome everybody. If you assume you're on slide two, Jann-Boje, we are obviously very pleased that we could today announce this deal. We've been working hard for a long time, and as I'm sure you're aware of, it's been in tough competition. We really believe in this combination. We managed to create now a really global leader, pure play online Classified player. The portfolios balance each other very nicely. We create a great stronghold in Europe, especially with the strong German and French assets that are now combined or will be combined. In total, there is a presence in 20 countries and with strong market leadership positions. As you probably already know, the estimated total revenue here will be $1.8 billion, and the EBITDA will be close to 600.

During this process, we have identified significant synergies, and we have announced today that we feel comfortable announcing synergies in the range of $160 million-$185 million, the majority of those being cost synergies. And then, of course, we do see the benefit of having increased scale, both for further consolidation opportunities, but not least moving now to the next generation marketplaces. And with all the product and technical developments being required, we will do that from a stronger base. So if you move to the next one, moving then to Schibsted, we have supported this transaction very strongly and been a driving force behind it. Together with the trust, we are committed to vote in favor of this transaction at the EGM. Our ownership will post-merger be approximately 33%.

In the beginning, then we will have 39.5% of the votes as the shares issued to eBay beyond 33% are non-voting shares. So we will have, and then in time, we will be structured so that the idea is we will be balanced equal partners in the future ownership of the company with around 33% controlling stake each. And we will both have two board members out of a total of nine. And Schibsted is committed to stay on as a long-term anchor shareholder in Adevinta. It's, however, a fact that this share now will be somewhat more liquid, and we will have somewhat more flexibility around our shareholding. But we are committed to stay on as an anchor shareholder in the long run.

If we then move to slide four, you could maybe say in some ways that this is now the culmination of a very long-time strategy that actually started back in the year 2000 when we launched FINN in Norway in the first place. And then there's been a lot of work through the years building up the international classifieds portfolio. And then when we did the split last year of Adevinta, that was on the backdrop of wanting Adevinta to be a pure play international classifieds player that would be positioned to do these types of structural moves that we have now done with this eBay deal. While Schibsted is focusing on reinforcing the Nordic stronghold, and we believe that acquiring the Danish asset is a great addition, and especially also having just announced the Finnish acquisition last week.

So if we then move to this specific Danish opportunity, we believe that, and eBay also agreed, that the Danish asset fits better in the Schibsted portfolio than in the Adevinta portfolio. It will be an important part of our Nordic classifieds. The eBay position in Denmark is a strong one. They are a very clear leader in the generalist and motor segment, having some 97 million visits in total per quarter. We also believe that at the Nordic level, it's important for us to strengthen our portfolio. It will enable us to better move further to the next generation of marketplaces. And we also see that there could be potential for us to unlock further value in Denmark, given our experience and the product and development work that we do. And then finally, we could also foresee that it could be a first step in further increasing our presence in Denmark.

But that's too early to say. But of course, we already have Lendo there, which is doing well. So it's an interesting new market for us. Then I would also say that through this process with eBay, it's been very clear that we share values. We've had a very, very good relationship and strong trust being built between us. And we also see this cultural fit at the local level here in the Nordics. So we believe that we will be good partners and we'll be, I think we believe you're in a good position to be able to work well together in developing these further. We did acquire the Danish asset for 30, excuse me, $330 million cash. We will, and that's attributing to the cash element of the overall deal. We have financed that through a bridge loan with up to three years' maturity.

We have then had pre-consent for a temporary waiver of our financial covenant. Then in due course, this bridge loan will primarily be paid down through disposal of some of our Adevinta shares, something that corresponds to maybe only a couple of %. It's not a big part of the total deal. If you look then just a bit more in detail on the Danish asset, you see that their revenues last year came in at about $53 million. They have a strong portfolio where about 75% of that comes from online classifieds. Their EBITDA was $25 million, and they have around 100 employees that are in two locations in Denmark.

And if you look at slide eight, you will see that their relative market share and position is very strong, both within generalist and within the car, the motor segment, as you see here on the slide eight. Finally, on slide nine, you see that by completing these acquisitions in Finland and Denmark, we have really now created a stronghold in all the Nordic markets and where we now can enjoy leading positions, which should be a good position to further develop and value create in the region. The last slide is number 10, and it just shows that we have attained good revenue diversification completing these deals. And here you see how this revenue mix pro forma would look on 2019 figures. FINN still being the most important company, but with great additions and a fantastic opportunity to develop further.

So with that, I think we'll leave it to Q&A. And I also have Christian with me who can help answer questions on this.

Operator

Today's question and answer session will be conducted over the phone. If you would like to ask a question, please signal by pressing star one on your telephone keypad. Please make sure your mute function is turned off to allow the signal to reach our equipment. A voice prompt on the phone line will indicate when your line is open. Again, that's star one to ask a question. We will now take our first question. Please go ahead. Your line is open.

Hi, good morning. It's Lisa from Goldman. I have a few questions, please. I'm just wondering now with the acquisition of Oikotie and now eBay Classifieds in Denmark, do you basically still targeting that sort of 8%-12% growth for the group? I mean, does your target sort of still hold? And could you, I'm sorry, I missed part of the presentation, but is it possible as well to give us maybe the growth rate for the Danish business in the last few years and maybe in Q1 or H1? The second question is on the synergies. Obviously, today, I think that talked about quite a lot of synergies, given the sort of relatively low overlap between the different assets. So could you maybe talk about the synergies that you expect as well from the potential combination with eBay Denmark?

I mean, it looks like the central cost will be estimated at sort of $9 million-$10 million a year. So I'm just wondering whether there's scope to sort of bring the overall combined headquarters cost down. And the last question is on your ownership of Adevinta. You mentioned you have more flexibility given Adevinta will be more liquid. So does that mean you're not excluding selling down more of your stake in Adevinta over time if you need cash? Thank you.

Kristin Skogen Lund
CEO, Schibsted

Right. Can you repeat your last question? I missed that one. I'm sorry.

No worries. Yeah, I was just wondering. You made a comment about the fact that Adevinta will be more liquid, which gives you more flexibility around your ownership of the assets. So I'm just wondering, does that mean you're not excluding selling down more of your stake in Adevinta in the future if you need the cash?

Right. Okay. So I'll do a couple of these, and then Christian can supplement it. So we do not comment on revenue growth in single operation countries, but we can say Denmark will contribute to our target for Nordic marketplaces to grow, which is to grow revenues annually by 8%-12%, but rather in the mid to long term. And on the question of liquidity, I would say that the thing, as I said, we plan to stay on. But of course, previously, having a majority share at 59, you know that you can trade that. Sorry, majority only once, right? So in terms of, for example, Adevinta being freer to do whatever strategic moves might be right for them without thinking about how that would play out in relation to our share, for example, that freedom will be larger going forward.

If we were to need some financing for further acquisitions, we would have a larger liquidity and some more freedom to finance such things, for example, going further. That's what I alluded to, but it's not like we have any immediate plans for that whatsoever. But that optionality will be a bit better going forward. Christian, could you please maybe come in on the other part of the question?

Christian Printzell Halvorsen
EVP for Nordic Marketplaces, Schibsted

Yeah. I don't have much more to add, I think, on that first question.

What about the synergies and the ability to maybe bring the combined central cost down?

Yes. I can comment on that. You're right. You noticed that it said $9 million-$10 million in central cost from eBay. I think we will have to look into that going forward. But some of these costs may be replaced by central functions that we have in Schibsted, and some of them may have to be built locally. But we don't have any more concrete than that at this time.

Okay. And I guess there are no other synergies at this point in time on this combination?

We have not quantified any synergies at this time. This is primarily not a cost synergy acquisition, this Danish acquisition. It's about growing our scope and scale in the Nordic region and have that as a platform to roll out the new services in the future. I think that's the main target.

Okay. Thank you. That was clear. Thank you.

Operator

Again, that's star one to ask a question. We'll now take our next question. Please go ahead. Your line is open.

Hi, this is Erik Hausel from KLP Capital. Well done for doing this deal, by the way. It's really amazing for shareholders. So thank you for that. And just on further acquisitions in the Nordics, you alluded to this being a platform potentially in Denmark to do further deals there. If you could expand on that a little bit, it would be great. And also, do you think this at all increases the probability for you to do further deals in the rest of the Nordics at all?

Kristin Skogen Lund
CEO, Schibsted

I think it's too early to comment on opportunities in Denmark, but in general, when you have a presence in the market, you normally have a better take on opportunities, and you are in a better position to be able to succeed with building value from new stuff. So I mean, that was a general comment, and we don't have any more specific plans than that right now. But as you know, we do have Lendo there, which is performing well. So it's a good start, at least. When it comes to further acquisitions, I mean, it will be, I think now we will need maybe a break and consolidate a little, but I don't think we shall do another one next week, to put it that way. But on the other hand, I believe we will be open to the right structural opportunities.

I believe now we have a strong capital base, so we will have opportunities to act if the right opportunity should occur going forward.

That's very clear. Thank you so much.

Operator

Again, that's star one to ask a question. We will now take our next question. Please go ahead. Your line is open.

Oh, hi everyone. Andrew here from Barclays. Just two from me. First one is on tax. Can I just check there's zero tax leakage when you do sell down some of the Adevinta stock at some point down the road? And then second question on the timing of that sale. So have I interpreted it correctly that you're locked in for three months, but that you can sell after that? It would be good just to go over what the restrictions are exactly. But it sounds like we should expect you to sell a small portion towards the end of the three-year bridge loan. Is that correct? It would be helpful just to clarify that. Thank you.

Kristin Skogen Lund
CEO, Schibsted

Yes. Yeah. On the last one, I think you understood it correctly. But Ragnar, could you also come in maybe on the tax issue?

Ragnar Kårhus
CFO, Schibsted

I can do that. That's correct on the tax issue. We have no tax leakage on any sale of shares in Adevinta. So that's not an issue. I also want to confirm then that we have a three-month lock-up, and then there are some restrictions within the next 15 months following the lock-up period that sort of we have secured an agreement with eBay to be able to pay down the bridge loan.

Kristin Skogen Lund
CEO, Schibsted

We have a carve-out in the restrictions, so we are free to do that.

Okay. Very helpful. Thank you.

Operator

There are no questions in the telephone queue at this time. Again, that's star one if you would like to ask a question. And if there are no further questions. I would like to turn the call back over to our host.

Kristin Skogen Lund
CEO, Schibsted

Okay. Thanks, everyone, for joining us on short notice, and it will be exciting times going.

Powered by