BHG Group AB (publ) (STO:BHG)
Sweden flag Sweden · Delayed Price · Currency is SEK
19.77
-0.63 (-3.09%)
Sep 24, 2026, 5:29 PM CET
← View all transcripts

M&A Announcement

Jun 10, 2021

Speaker 1

A warm welcome and thank you for joining us for this webcast despite the short notice. We are delighted to have announced our very latest acquisition a little while ago and look forward to sharing the rationale behind welcoming HYMA into BHG with you. Before I start the presentation, two notes. Firstly, please read the disclaimer about forward-looking statements on the final slide of this deck. Secondly, for those of you who want to ask questions, which we will address at the end of the presentation, please put these in writing through the form you can see on your screens below the video feed. I can say that we already have received two questions. That's excellent. Please keep them coming. Without further ado, let us turn to slide two and go through the transaction highlights.

Subject to regulatory approval, BHG is acquiring 92% of HYMA from funds managed by Verdane and from HYMA Management. Management will retain a minority stake in the business and so participate in the joint value creation unlocked by the combination. We have followed HYMA for a good while, and we are delighted to now be joining forces. HYMA is a fast-growing online category expert serving customers within the garden, tools and machinery, forestry, outdoor life, and leisure categories. HYMA had net sales of 744 million SEK in 2020, and with the accelerated momentum that the business is currently enjoying, we expect net sales and EBITDA for the full year to come in at around 1.1 billion SEK and 80 million SEK respectively.

The fit with BHG is strong from a category and customer point of view, as well as from a company culture perspective, and synergy opportunities in areas such as sourcing, cross-selling, and the exchanging of best practices abound. The initial consideration, which corresponds to SEK 1.1 billion for 100% of the shares, will be funded by a mix of cash on hand and a directed share issue to HYMA's owners. Verdane and top HYMA management will thus become shareholders in BHG. In addition to the initial consideration, the transaction includes an earn-out which will be based on 2022 performance and can amount to a maximum of SEK 500 million. The acquisition is earnings accretive and the valuation, which corresponds to a 2021 EV/EBITDA multiple of 13.8x excluding the earn-out, entails a significant discount to the valuation that the BHG shares traded at.

HYMA will form part of our DIY segment, and HYMA's current CEO, Anders Hofstedt, who is a 2nd-generation family member, will continue to run the business together with his management team. We expect to be able to close the acquisition in early Q3 following the customary regulatory process. Let us now turn the spotlight on the HYMA business, turning to slide three. HYMA is characterized by the following traits. As an online expert already operating at considerable scale, HYMA runs on a data-driven, tech-enabled, and results-oriented company culture. As you can see on the right-hand side of this slide, HYMA has a highly satisfied customer base. HYMA, just like BHG, has focused on complementing its portfolio of well-known external brands with its own proprietary brands. Entrepreneurship and deep category expertise and passion permeate throughout the HYMA organization.

Last but not least, HYMA, again just like BHG, has a history and a culture where growth has gone hand in hand with cost consciousness and profitability. Slide four, please. Over the years, HYMA has carved out leading market positions in core BHG categories such as the garden, tools and machinery, forestry, outdoors life, and hunting and leisure ones. HYMA has a broad portfolio of external brands to which the business has gradually added a growing range of own brands. The latter make up around 20% of net sales today and cover a wide range of products from tools and machinery to outdoor accessories. HYMA operates three main webshops, namely Hylte Jakt & Lantman, Maskinklippet, and Duab. These account for over 95% of the group's net sales. In addition, HYMA acquired Dogger, a small specialist outlet, as recently as March of this year.

Through the acquisition, BHG thus further strengthens its presence in important DIY categories with excellent opportunities to drive continued growth through a two-way assortment exchange in Sweden, as well as in the rest of the Nordic region. Moving to slide five. In addition to a strong fit from a category and product portfolio perspective, HYMA and BHG's DIY segment target and serve the same customer group. Our customers are hardworking, they're compassionate, resourceful, neighborly, family-focused, and to a large extent value an outdoors and sustainable lifestyle. HYMA's strong position within its core categories and high customer satisfaction both lend themselves well to targeted customer communication, including through social media, where the group has a devoted following on both Instagram and Facebook. Much of this communication revolves around its brand ambassadors. The emphasis throughout all customer targeting is on authentic, genuine, and credible content.

Slide six, please, for the first of two financial slides. HYMA has made significant tech and operational investments in the past couple of years, including consolidating all its businesses onto one tech stack and moving into a new central warehouse as recently as a few months ago. Despite these investments, growth and profitability have developed strongly, and the groundwork has now been laid for an acceleration along this trajectory. HYMA has grown well over the past many years, including organic growth of close to 30% in 2020. Growth into 2021 has further accelerated and amounted to 46% for the first four months of the year. We expect full year 2021 net sales to amount to roughly 1.1 billion SEK, and adjusted EBIT to come in at around 80 million SEK. On to slide seven. In our domain, besides ourselves, there are few Nordic online businesses of scale out there.

HYMA is certainly one of these. By combining HYMA with BHG, further scale advantages will be achieved. On a pro forma basis, including Nordic Nest but not HYMA, BHG sales amounted to SEK 9.9 billion in 2020, with the DIY segment accounting for some 57% of the total. Adding HYMA's SEK 744 million of net sales leads to a pro forma 2020 picture for the combined business of SEK 10.7 billion, with the enlarged DIY segment accounting for just over 60% of the total. 2020 pro forma adjusted EBIT, including both Nordic Nest and HYMA, would have amounted to SEK 826 million. Operationally, this additional size and heft will translate into tangible benefits. Moving to slide eight. These tangible benefits will include improved scale in terms of sourcing and purchasing power.

As in a majority of BHG acquisitions, and perhaps especially relevantly in this case, assortment exchange and cross-selling between HYMA's strong web shops and dedicated customers, and BHG's major platforms with our vast audiences present a clear opportunity for a sustained growth boost. Additional growth opportunities will arise from HYMA's nascent expansion into the neighboring Nordic countries with a recent launch into Finland and with Denmark next in line. BHG has a very strong position in these markets, which will help fuel HYMA's geographic expansion. Finally, BHG has a lot to offer HYMA in terms of key digital aspects such as state-of-the-art traffic generation approaches, and the two-way street mutually exchanging best practices in areas such as big data and customer centricity is wide open. Slide nine.

As I believe is made evident in the preceding slides, at least for those who have followed BHG over the years, HYMA shares many of the traits that also characterize us, and the HYMA management team has taken a similar path to that of BHG at key junctures. This has resulted in BHG and HYMA sharing very similar operating models, having a strong cultural fit, and each being well-positioned to boost the other's growth platform. Decentralized entrepreneurship, aligned incentives, and a shared roadmap all provide the foundation for our next joint phase of profitable growth. Summarizing before we open it up for the Q&A. Slide 10, please. Together, we will further strengthen several core as well as adjacent BHG categories. HYMA has a strong and complementary portfolio of own and proprietary brands, and we serve the same customer groups, and together further strengthen our relevance with these.

We are joined by our history of profitable growth. HYMA will add further scale to the BHG platform. Synergies areas include sourcing as well as cross-selling, geographic expansion, and exchanging best practices. HYMA has a very strong management who are highly incentivized along the road ahead. Both Verdane and HYMA management will also become BHG shareholders. Finally, the transaction is earnings accretive. This concludes the presentation. Let us turn to any questions we may have received in writing, and I welcome Jesper onto our little stage here. We will turn our attention to the written questions, trying to take them in the order that we have received them. Firstly, a question from Fredrik at ABG Sundal Collier. Fredrik's question actually is twofold.

One aspect of Fredrik's question is to do with the valuation, and the other aspect is to do with the categories that we are now about to include into BHG and the degree of fit between our focus and HYMA's focus. Let's take those in that order. Firstly, when it comes to the multiple, we've already referenced the 14.8x EBITA based on our expected 2021 EBITA in the business, excluding the earn-out. Looking a couple of years ahead, two things of course will happen. One is that we're expecting EBITA to grow, and even excluding synergies, which again are plentiful. That is one core aspect to answering the question.

The other core aspect which should also be remembered is that we will have this business generating cash flow for a year and a half before we reach, or actually two years before we reach the point in time in which the earn-out is paid. If we take both those into account, the round numbers sub 14x EBITA is actually what we're looking at for this transaction, including the earn-out as well. The second question is whether the acquisition takes us into significantly new categories. The majority of the HYMA categories are actually a very strong fit with what we see as our core DIY categories. There are also, as we've mentioned in the presentation already, some areas that are adjacent to the core DIY categories, and we can lump them together perhaps under the leisure label.

Looking at that leisure category, this is a category that we've been actively approaching our customers with for a number of years already. On our major DIY platform sites, the leisure category is actually one of six or seven or eight main categories in our category tree. Also in that regard, I should say, the addition of HYMA's product assortment fits extremely well into our stated strategy. I'll also just point to the fact that if we compare ourselves with some of the really big players on an international scale, such as Home Depot, for instance, you can see that the categories that they serve their customers with are actually inclusive of such adjacencies as the leisure category. I hope, Fredrik, that answers your question. If not, please add further questions to the trail of questions that we have here.

The next question comes from Niklas Ekman at Carnegie, and Niklas' question is how much of HYMA's sales is generated online versus stores? HYMA, just like BHG, is an online-first business, and just like BHG, we have our showrooms, also has one store actually per brand. That's essentially three stores for the three main brands. The rough split there is 80+ and 20- online versus stores. Vast majority is generated online. The stores, of course, also play a role in terms of supporting the brand in a more general sense, just like the BHG showrooms do. Next, again from Niklas, is a question on synergies. We have chosen, actually, as we have in all of our past 35 acquisitions, not to communicate quantification of those, but we can point to the areas that will definitely generate synergies.

We've mentioned our combined strength from a purchasing point of view, not least when it comes to the services that we purchase, like logistics, et cetera. We've mentioned the two-way assortment exchange, which is a typical BHG synergy for most acquisitions, and very much so in this case. This will be a great opportunity to drive growth off the HYMA web destinations as well as the major BHG platforms. Next in line, we have the geographic expansion opportunity for the HYMA business. The HYMA business is by and large all based on Swedish consumers today. As I mentioned, HYMA just recently took a step into Finland, and that's still a nascent initiative for them.

We have an extremely strong position within DIY in Finland, and we also have strong positions in Denmark, which is the next market for HYMA to address, as well as, of course, Norway, which is somewhat down the line but will also be addressed here. Geographic expansion is the 3rd synergy I'd point to. The final one, which can sound a bit fluffy but it is very real, is in exchanging best practices. Here I mentioned from BHG to HYMA, our best-in-class digital traffic generation approaches. I think also we can take a leaf or two from HYMA's customer obsession and the degree of customer loyalty that the HYMA team has created. Those are the main synergy areas. Let's see another question from Niklas. Niklas is asking basically what earnings contribution is required for the full earn-outs to be met.

We won't give you a number, Niklas, but what I can say is that we always structure acquisitions such that it is a tough target to meet, but at the same time, we have full confidence in the team, and we also have full confidence in the trajectory that the business is enjoying. Again, we have the synergy upsides that we just talked about. In our opinion, with these elements, the full earn-out is achievable. Of course, that would be based on an EBITDA that has grown from the levels that we talked about now. We will not disclose a number there. Let's see. We have some of our, hopefully, incoming colleagues following the competition authority approval, just cheering us on here. Thanks for that, Philip at Machin Kybert.

A question, or I think a couple of questions from Gustaf Öhrn at SEB, where the first question is to do with the fact that HYMA has been run as a family business and has a track record of being extremely customer-centric. How do we ensure that we keep this soul and the secret sauce? This is a great question, and it is absolutely critical that we succeed in this regard. I would say that it is not so different from the majority of acquisitions we do. As you know, Gustaf, we have a very clear central strategy process.

Within the frames that we define for our platforms, we give the management of those platforms a lot of room to maneuver. We again have one of the actually key assets that made us so convinced that this combination was attractive is the HYMA management team with Anders Hofstedt at the helm of it. We will definitely ensure that Anders and team continue to feel that this is their business. This is our business. It's their business. That's how all of us in BHG feel. I have no doubt actually that we will manage to keep that HYMA ethos in place. As I already mentioned, I think you rightly point out the extreme customer centricity of the company and the position it's established there. I again say that that's an inspiration to many of our other businesses, which we will definitely leverage also.

The final part of that first question Gustaf asks here is how do we ensure that we have alignment post the 2022 earn-out? Here, the way we've structured the transaction, we have, or management, including Anders Hofstedt, CEO, they have retained a minority stake, and that minority stake will last longer than the 2022 earn-out. That's the answer to that question. Secondly, Gustaf is asking about our market share for a specific set of products, Gustaf, that's one we will have to come back to on. Finally, Gustaf's question is about HYMA's private label outside of Sweden and Finland. Again, in Finland, this is really new for HYMA, we will most certainly help accelerate the trajectory in Finland. I think as your question is alluding to, it doesn't stop with Sweden and Finland.

We definitely have clear and present opportunities in all of the Nordics. I'm quite convinced that once we've taken a stab at those and established a base in all of the Nordics, we do have clear and present opportunities also in mainland Europe for a significant part of that very interesting and attractive range of proprietary brands. We have one final question, unless we will have any more coming in here from Mark Devcich. Sorry if I mispronounced your surname there, Mark. The question is basically how the business is performing right now, very specifically, Mark is asking about May 2021 versus May 2020. We won't disclose a percentage there. As we mentioned, year-to-date growth into April, at +46%, and that trajectory is very much continuing.

No hard and fast number there, Mark, but the business is continuing to do really well into May. We will wait for another minute or so to see if there will be any final questions, or perhaps half a minute not to have this late call drag out for too long. Okay, thanks a lot again for attending, and thanks especially to those of you who also asked questions, and we look forward to interacting with you in the days to come. Thank you and good evening.