Attendo AB (publ) (STO:ATT)
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M&A Announcement

Jan 15, 2024

Operator

Welcome to Attendo press conference call. For the first part of the conference call, the participants will be in listen-only mode. During the questions and answer session, participants are able to ask questions by dialing pound key five on their telephone keypad. Now I will hand the conference over to CEO Martin Tivéus, and CFO Mikael Malmgren. Please go ahead.

Martin Tivéus
CEO, Attendo

Thank you. This is Martin here. I'd like to start with saying that this is an acquisition that I'm very happy to announce. We have seen over the past years that society is facing more complex care needs, and that public payers' demand for such services are increasing. This acquisition gives us access to several specialized care units within disabled care and individual and family care to handle complex care needs. Team Olivia has several strong care concepts with local brands that can be further leveraged within Attendo. It also gives us improved economies of scale within disabled care and I&F, which allows us to invest more in competence development, method development, and digitalization, which will make Attendo an even better partner to public payers in the future.

On top of disabled care and individual and family care, this acquisition also contains a sizable home care business, which will further strengthen our existing home care operation. Higher customer numbers will drive both quality and margin density in our existing footprint, and we will, on top of this, get access to new geographies that we can further develop. All in all, it also gives us a better balance between segments in our Scandinavian operation, and a stronger platform to continue to grow from, both organically and through further acquisitions. Next slide, please. As you've seen on the announcement earlier this morning, the Team Olivia care business that we are acquiring has total sales of SEK 1.35 billion, with an EBIT of around SEK 130 million in past four-month run rate.

The acquisition will improve our earnings per share at Attendo with at 50 öre fully integrated, meaning for the fiscal year 2025. We expect some integration costs in 2024 of around SEK 25 million. On top of this, we're gonna have some transaction costs occurring in Q4 of around SEK 10 million. Over the past year, the financial position of Attendo has improved significantly with the turnaround of Finland. Today, we have a strong financial position with quite low leverage in terms of net debt to EBITDA. This acquisition is fully financed with cash and loans from a new financing agreement that we announced recently as well. The acquisition will now be looked into by competitive authorities, and we expect closing to be late Q1 or early Q2.

If we look at our Scandinavian business, post this acquisition, we will have a better balance between segments. Our Scandinavian operations has been very dominated by elderly care segment. Now we are with this acquisition, forming a stronger disabled care and I&F business, but also an even stronger position within home care, which will make the Scandinavian business better balanced going forward. Total of above SEK 8 billion in our Scandinavian operations alone, and Attendo Group, if you look at the current run rate, will be above 18, around SEK 18 billion in turnover. I hand over to Mikael just to walk through the financing situation.

Mikael Malmgren
CFO, Attendo

Yes. Thank you, Martin. So as mentioned, the enterprise value on a cash and debt-free basis is SEK 950 million. We see that we will be fully financing this with cash, about SEK 300 million, and loans of about SEK 650 million. And we see that the post-transaction net debt to EBITDA will be around 2.0x, which is also well below our current leverage target of 3.75x. As I mentioned, we have a new financing agreement now in place with our banks, which will be split between some Swedish loans of SEK 2.75 billion and a euro loan of EUR 125 million. The duration is three plus two years, with potential to increase for two years, and we have also successfully been able to link that to sustainability relating to employee and customer satisfaction.

When we then look at the timetable, as mentioned by Martin also, so we have the announcement today. We are now waiting for the approval from which starts the process as of now for the competition authorities, both local and European, and we expect to be able to close late Q1 or early Q2. With the potential approval of the acquisition, we will also then be reverting to new financial targets at post-closing.

Martin Tivéus
CEO, Attendo

To summarize, if you look at the rationale behind this acquisition, importantly volume, it's we believe this will strengthen Attendo's position within disabled care and individual and family care. We have seen a trend in society that we're facing more complex care needs, and also a trend among public payers to demand more complex service offerings within these segments. This acquisition gives us both access to specialized care units within disabled care in area, but also a larger volume, which will enable Attendo to invest more also in method development and competence development that will make us a stronger partner going forward to public payers.

It also adds even more volume and strength to our already existing very strong home care operations in Sweden, and also accessing some new geographies to grow from. So overall, a stronger platform to continue to grow from, both organically and for further acquisitions. With that, we open up for Q&A. So operator, please go ahead.

Operator

If you wish to ask a question, please dial pound key five on your telephone keypad to enter the queue. If you wish to withdraw your question, please dial pound key six on your telephone keypad. The next question comes from Jakob Lembke from SEB. Please go ahead.

Jakob Lembke
Equity Research Analyst, SEB

Hi, and good morning. I have a few questions. If we start on the synergies you are seeing in this acquisition here. Could you just talk a bit about what the drivers are, if there's through central cost or more in the business units?

Martin Tivéus
CEO, Attendo

Yeah, so I mean, we see several synergies. I mean, part of the synergies are within procurement systems and IT and digitalization. But also, of course, Team Olivia comes also with the head office, we already have one, and there will be some double functions going forward. So we expect synergies of around SEK 20 million when fully integrated in 2025.

Jakob Lembke
Equity Research Analyst, SEB

Okay. And then on the home care business you know, you have talked about in your own home care business that there have been some, let's call them, headwinds here in 2023. Has it been the same for Team Olivia?

Martin Tivéus
CEO, Attendo

I mean, we're in the same market, so we've had similar headwinds, but I think that, but, we're seeing our own home care operations gradually improving. And within home care, customer density is a very important driver for both operational efficiency, quality, and margins. And of course, this acquisition gives us, you know, it's a sizable home care operation. It will give us further customer density in our own areas where we currently operate. It's about SEK 350 million in home care volume. So this will, we expect this to drive further margin improvement in our existing home care operations, but also give us access to some new geographies where we can further expand.

Jakob Lembke
Equity Research Analyst, SEB

Then, more in general, I mean, the margin for Team Olivia, it looks quite solid. It's looking at your same or your own comparable business unit. Is the margin for Team Olivia comparable, or is it higher or lower? What do you prefer?

Mikael Malmgren
CFO, Attendo

What's the question?

Martin Tivéus
CEO, Attendo

He asked the question if the margins in the Team Olivia operations is comparable to Attendo. And if you look at the overall business, the answer is yes. It's, they have, you know, comparable margins, both within disabled care and individual and family. Yes.

Jakob Lembke
Equity Research Analyst, SEB

Okay. And then on the new financing agreement, could you say anything about the financial terms or what impact it will have?

Mikael Malmgren
CFO, Attendo

I mean, so the financing will come on top of what we have communicated in Q4. So that will have an impact. In terms of the cost for the financing, we reiterate, excluding Team Olivia acquisition, that we will have a slight increase in the total financing cost for 2024, but that's on the margin.

Jakob Lembke
Equity Research Analyst, SEB

Okay. That's all for me. Thanks.

Martin Tivéus
CEO, Attendo

Thank you, Jakob.

Operator

The next question comes from Kristofer Liljeberg from Carnegie. Please go ahead.

Kristofer Liljeberg
Head of Healthcare Research, Carnegie

Yeah, thank you. Two questions. First of all, I think the Team Olivia business has been pretty decentralized model. Is that something you will keep, or are you, or how are you planning to integrate that and going forward? And also, the margin here of over 9.5%, have you been able to see how stable that has been historically, or whether there have been any, you know, positive effects helping that margin in the last fiscal year? Thank you.

Martin Tivéus
CEO, Attendo

I saw your last question. So the margins has been, we've seen them being very stable over the past couple of years. So, but, of course, if you look at the home care margins, we are a much stronger and larger home care operator, so there, we have stronger margins than I think or smaller players, including Team Olivia. But if you look at the margin levels, it's been very stable over time. Going into your first question around Team Olivia being a very decentralized organization, they have been operating in with several strong local brands, several strong local care companies. On top of that, they have been fairly centralized in terms of central functions.

If you look at their strong local brands and operations, that is something that we see as positive, within disabled care and individual and family care, and something that we hope to continue and develop.

Kristofer Liljeberg
Head of Healthcare Research, Carnegie

Okay, thank you.

Operator

As a reminder, if you wish to ask a question, please dial pound key five on your telephone keypad. There are no more questions at this time, so I hand the conference back to the speakers for any closing comments.

Martin Tivéus
CEO, Attendo

Okay. Thank you for participating at today's call. If you have any further questions or remarks, you're more than welcome to contact us directly in the IR department or any other, in the other contact. Thank you for listening in. Thank you.

Mikael Malmgren
CFO, Attendo

Thank you.

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