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

May 17, 2018

Kati Kaksonen
VP of Investor Relations and Sustainability, Terveystalo

Good afternoon, ladies and gentlemen, and welcome to our conference call and audiocast on today's news. I'm Kati Kaksonen, I'm in charge of investor relations here at Terveystalo. Our CEO, Yrjö Närhinen, and our CFO, Ilkka Laurila, will give a presentation on today's topic, and we'll follow that by Q&A. We'll take questions from the phone lines, and as we have the audiocast available as well, you can send questions through the audiocast link in writing if you prefer that. Without further ado, I'll give over to Yrjö.

Yrjö Närhinen
CEO, Terveystalo

Good afternoon, good morning. I think it's fair to say that we should not make this a habit, having an analyst call every day, but I think today it's still worth it to take a few minutes. Welcome again from my side. Today's news: Terveystalo acquires, or we have signed an agreement that we would acquire Attendo's Finnish healthcare operations, of course, pending authority approvals. We'll spend a few minutes talking about the logic. We'll split the presentation into two pieces. I'll talk about which is strategic logic, and Ilkka will run through the numerical piece, as that starts to be our habit. If I take the page three, so skip the disclaimers. Basically, here is then kind of the nutshell.

We think combining Attendo healthcare operations and Terveystalo's existing operations would create a unique new company with a unique set of competencies, and of course, we think they're highly complementary. Not only that, I think we would also create a strong Finnish owner for Attendo's healthcare business. We think this will prove to be beneficial for a large array of stakeholders. We think customer will fundamentally benefit, be it a citizen or be it a paying customer, from a combination of larger networked, unique set of competencies, Terveystalo's digital platform, and then the in-depth knowledge that Attendo Operations has on communities and public payers. I think at least as important is the benefits that this will provide for our combined set of employees.

I think this will provide a unique set of possibilities for healthcare professionals to develop their careers, be it from early days of career to throughout their careers, be it private practitioners or employees. For shareholders, we believe this is value- enhancing from basically day one, but at least we think after cost synergies, multiples, I think we're talking about a very attractive deal. A few key numbers, Ilkka will run through more. Enterprise value EUR 233 million in cash implies EV over adjusted EBITDA at entry level at 13.3x, 10.6x including run rate synergies that we will come on to talk about. This is a subject of Finnish Competition and Consumer Authority approval. We think it's going to take a few months, and our expectation is to be able to complete at the latter part of 2018.

On the page four, looking at the logic, we really think that it does bring two unique industry-leading platforms, combines them in a unique way that is, one, it's healthcare focused. Two, it has unique sets of competencies that actually come from managing different sets of customer groups, be it public customers or be it private customers. That, combined with the network, with the digital platforms, with a large pool of healthcare professionals, I think allows us to create a nationwide, centralized and decentralized operation that actually is able to be extremely competitive from day one but actually will create long-term value through combining these skills as we go forward.

I think it is with or without the reform, but also if we talk about the world after the reform, I think it will allow us to create a highly competitive sote center network faster than we would have been able to do on standalone basis either party. On page five, you look at the key numbers, and you can see that Terveystalo has currently a nationwide network, which you guys are all aware of, revenue at EUR 690, full year numbers EBITDA EUR 10.6, about 9,000 professionals, notably 54% of the business are corporate, 37% private, only 9% public.

You look at Attendo's operation is almost a mirror image, still sizable, EUR 235 million of revenue, EUR 7.5 million EBITDA and around 40 units, but 85% of funding comes out of the public sources, only 15% private and corporate. I think that alone explains the logic.

You look at the history, though, and I think it's always good to look back every now and then before creating the view to future. Here you have two companies that have both been formed at the beginning of 2000, had a very, very different path, I think, leading to the situation that we are today. MedOne, which was basically started back at 2000, is originally a staffing company that has then gone into healthcare outsourcings, acquired by Attendo, and I think then broadened their portfolios into dental, into a full outsourcing concept, but nevertheless has been always a very, very strong operator in public money, private provision, especially providing expertise and producing in-house or public facilities. Terveystalo, on the other hand, strong background on healthcare, occupational healthcare, private healthcare, 91% private funding.

Our system and our logic is all around network, automatization, digitalization, create scales of it, efficiencies of scale through operations. So we benefit from centralized activity, whereas Attendo is a true expert on decentralized activity, and I think combining these two, of course, should allow us to cross-fertilize knowledge quite deeply. Basically, not to repeat what has been said, I think the point is that we have a stronger, more versatile nationwide operator capable of delivering cost-effective, high-quality healthcare, and therefore we're catering a larger group of customer needs as well as then providing a unique career opportunity for healthcare professionals throughout their careers. I think that combination is strategically particularly compelling.

There you see, then maybe if you dive a little bit deeper and you look at the logic, I mean Terveystalo, you know our fundamental logic which is all about combining high-quality healthcare with operational efficiency, but at the end of the day, having customer, patient at heart. We work hard to create digital platforms, operational platforms that essentially allow us to run an inherently decentralized system with a very central efficiency that then in turn allows us to manage quality, report quality, as well as then command, I think, industry-leading margins at least to an extent.

Now that combined with Attendo's what I would call unique service model, very knowledgeable on public customers, very strong culture on providing customer value on a public setting, I think they know what I would call from our point of view reverse engineering which is to be able to provide high-quality healthcare services with limited funding, i.e. to be really good at prioritizing where they put their efforts on, also managing successfully a professional, high-quality staffing, HR, and recruiting pool. Now combining these, I think, would again be competencies that neither of them are as efficient on their own as I think we can be together and that really I think puts us quite a lot of good confidence.

We are a desired employer by physicians as well as students, but actually if you look at especially the younger physician group, Attendo has a very strong brand name there and of course again that is part of the attraction where if you would look at the staff pool that we have, they tend to be more on the specialized side whereas then in Attendo's case these tend to be individuals, predominantly individuals with beginning of career and I think that whole career perspective for healthcare professionals I think is a very exciting thought. Strategically, I think it makes sense, at least it makes a lot of sense to me. Numerically, I also think it makes a lot of sense, but if we let Ilkka run through the numbers so we'll get a little bit of a clearer view.

Ilkka Laurila
CFO, Terveystalo

Good morning on my behalf as well on this unit, please. This is a bit different than the early acquisitions, as Yrjö already told you. We are more complementary businesses, and therefore, in this case, we also see a lot of potential when it comes to the sort of strategic synergies and sort of top-line synergies. Many of those we believe that should the acquisition then happen are actionable straight from the closing, and there is a couple of examples that we believe that are beneficial for the businesses.

For example, we are able to utilize their excellent and well-experienced HR services, their staffing services, their recruitment services and use those resources and competencies within our Terveystalo's own operations and organizations and fill sort of resourcing gaps through those resources. On top of that, obviously, Terveystalo is especially strong when it comes to the occupational healthcare, although Attendo's o ccupational healthcare business is not that sizable. It would most likely benefit from Terveystalo's competencies. On the other hand, by combining our dental businesses, in which the network is actually quite complementary to each other, we don't have many cities that both have units. Combining those networks and the competencies in that business, we are able to gain the sort of new scale for our combined dental business. Obviously, it will provide further cross-selling opportunities.

Attendo's business is especially strong in smaller cities, in smaller locations whereas our business is stronger in larger Finnish cities and we have clinic hospitals nationwide, approximately 20 of those in larger cities and by building sort of hub and spoke further, building our hub and spoke model from the smaller units, from the smaller Attendo's cities to our sort of larger cities, we are able to sort of build a further integrated value chain and the care chain.

Obviously, we also believe that by combining the operations, we are further still stronger partner to especially to the public sector customers and improve our competitiveness in that segment especially. If we take a look at the sort of hard cost synergies, we see obviously that there is opportunities in that area as well. I would probably put it in sort of three baskets. Procurement is obvious one.

We are even more attractive client and customer to our suppliers when our businesses are combined, be it then materials or the services, be it then admin type of indirect sourcing and indirect procurement. On the other hand, like Yrjö told you, there is some sort of possibilities to combine units, although not so many, and you are able to gain some synergies out of those unit combinations, as well as then the third element is the admin functions and sort of harmonized operations in there.

The total amount of the estimated synergies at this moment is roughly that EUR 5 million, and we believe that the transaction would be value creating from the first calendar year following the completion. Obviously, there's always implementation cost related to synergies as well as the transaction cost, mostly comprising of taxes as well as the advisor fees.

A couple of words of the financing and leverage impact. We are well prepared from the financial perspective to the transaction, and our current lending banks have committed to finance the transactions and in this slide, you can see the leverage impact.

If the leverage yesterday as we announced was that 3.5 with the sort of illustrative numbers based on the March, in fact the leverage would increase up to 4x EBITDA but obviously that excludes first the synergies and secondly that the timing is illustrative as the closing will take place, possible closing will take place only sort of after the March obviously and as both businesses are pretty much cash flow generating in nature, the actual sort of leverage is going to be most likely somewhat lower than the actual closing would then happen during the autumn before the year-end.

On the couple of words on the key figures still which we published, obviously should take into account that Terveystalo's numbers here are 2017 numbers. We published our first quarter result with significant growth in all in top-line and the profitability yesterday, as well as Attendo's Finnish healthcare operations numbers are based on carve-out information and based on 2017 numbers and therefore should be taken into account that the combined numbers are quite illustrative in nature in that sense and not including the synergies, which we expect also to be realized. Other key numbers that you can see as an example, again, dental units at the end of 2017, our dental units amount was 18.

As we have published, we have already acquired a couple of new entities so our dental network is somewhat larger than that at the moment and as the opposite, Attendo's dental unit amount includes both the private business which is complementary or similar to our business as well as those outsourcing locations that they have in dental business and therefore our numbers also in that area are not sort of comparable in nature when it comes to the number of clinics. Those are the numbers that we have available, and we are able to publish at the moment. I think that we can open the lines for possible questions and continue from that.

Kati Kaksonen
VP of Investor Relations and Sustainability, Terveystalo

Thank you, Yrjö and Ilkka. Do we have any questions from the phone lines?

Operator

Currently no telephone questions at this time. If anyone would like to ask a question, please press star one on your telephone keypad. Currently, no telephone questions. As a reminder, that's star one if you would like to ask a question.

Kati Kaksonen
VP of Investor Relations and Sustainability, Terveystalo

Okay. If there are no questions from the phone lines, we have no questions from the audiocast either, so I believe we'll wrap up and thank you.

Operator

Thank you. This does conclude today's conference call. Thank you for your participation. You may now disconnect.

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