Welcome to the Cibus Conference Call. For the first part, participants will be in listen-only mode. During the questions-and-answers session, participants are able to ask questions by dialing pound key 5 on their telephone keypad. If you are participating via webcast, you can ask written questions using the form below. Now, I will hand the conference over to CEO Christian Fredrixon. Please go ahead.
Thank you. Good morning, everyone. And good morning, everyone and welcome to this webcast about our contemplated acquisition of Forum Estates in the Benelux. Thank you all for joining. As you've seen, it's been a busy morning for us here at Cibus. So speaking to you today, let me just change the slide as well. Here in the room, I'm joined by Pia-Lena. Good morning, Pia-Lena.
Good morning.
We're also joined by Lauri, who is our Chief Operating Officer for the Cibus Group, has been with the company since 2020 and joined originally as our CIO of Finland. Morning.
Good morning.
So the topic for today is the Forum Estates potential transaction, which we are contemplating. Starting with who we are, most of you may know us already, but we are Cibus, and our slogan says exactly what we do. We're a real estate company that likes to convert food into yield. We own approximately 450 retail assets across the Nordics. 97% of our assets are grocery and daily goods anchored, and 84% of our rental income is grocery or daily goods anchored. And that's why we say exactly that, converting food into yield. And why are we gathered here today? Well, I'd love to tell you a bit more about Forum Estates and the transaction we are contemplating. Forum Estates is a company which, just like us, likes to convert food into yield, but they happen to do it in the Benelux.
It's a company that's been around since 2010, and it has 149 assets in Belgium, the Netherlands, and Luxembourg. It's headquartered in Ghent, and the property portfolio has a gross asset value of EUR 508 million, and the gross lettable area is approximately 276,000 square meters. As mentioned, it's a big portfolio, 149 properties spread out in the three Benelux countries. What they also have is a very strong local team with 12 full-time employees and in-house asset management. That fits us very well because not only can we buy a platform which is well managed from day one, but there is a team in place which could facilitate, with our help, also further growth in the Benelux region. The company is privately held.
It has a diverse shareholder base with about 200 private shareholders, and there's no individual shareholder that holds above 8.5%. And the top five shareholders hold about 25%. And, to move on and then to the next slide and talk a bit about, well, let's first look at some lovely photos of the Forum Estates assets. Here are examples of some of the assets in Belgium. It's not always this sunny, I can tell you, after having visited a few, and I'm sure the Forum Estates team can agree on that if they're listening to the call. Here are some more photos of the kind of assets that Forum Estates own in Belgium. And here are some examples of the assets they own in the Netherlands. They started acquiring in the Netherlands in 2021, as mentioned.
When looking at the potential and contemplated transactions, I think there's four main points that stand out here and to keep in mind. The first reason is that this is Cibus's first step outside the Nordics, and we're stepping into continental Europe, as we've been announcing and communicating over the last couple of quarters. So it's a fantastic step for us, and it's a great platform to be able to potentially purchase and with a team in place that could also help us to grow further in continental Europe. When we look a bit about the deal metrics, we are paying only in our shares. So I think that's one of the key points here is that we are paying in our own shares, and the agreed issue price is EUR 15.60.
So EUR 15.60, and that's approximately a 30% premium to our latest reported NAV. It's also a premium of about 8% to yesterday's close. So EUR 15.60, and that equates to, depending on the exchange rate, about SEK 179 per Cibus share. For the underlying property values, the second point is that we are acquiring a portfolio at about a 6.5% yield. But we're, of course, issuing shares at an implied yield of sub-6% because we're trading at a premium. So we're buying for 6.5, but we have an implied yield of less than 6, and we're paying in shares. So that makes deal mathematics look very good. We're also looking to buy at a 7% discount to NAV, and then, as mentioned, buying with a share, which is a 30% premium to NAV.
Also, our earnings capacity is set to increase per share by 3%-5% from day one. I think that's one of the most important things for us, as if you followed our communication over the last year, has been to increase earnings capacity per share. This is one of those deals where we do exactly that, 3%-5% per share. I think those are the four main points that one should bear in mind when looking at this deal. We're creating a pan-European platform within grocery and daily goods. The underlying property value is EUR 508 million, and that's a yield of 6.5%. It's a very good strategic fit of the portfolios when it comes to strong grocery anchors and large grocery share.
There's a local experienced management team, which will not only manage, but also potentially grow, help us grow further in Continental Europe, and it's day one cash earnings per share accretive, and also EPRA NTA per share accretive, and lastly, but not least, it's a LTV neutral transaction, as we will describe a bit further in this material as well. At the risk of repeating myself slightly, but let's run through some of the key metrics as well. From the top, it's an all-share transaction. We would pay fully for the Forum Estates shares in Cibus shares. This is how this transaction has come about, that the Forum Estates shareholders have irrevocably offered to exchange their shares in exchange for Cibus shares.
If the maximum amount of shares needed that we need to print in the contemplated transaction is 14.2 million new Cibus shares. I mentioned already the issue price, EUR 15.60. Worth mentioning also is that the shareholders of Forum Estates in their offer have agreed to a 180-day partial lockup. When we look at the accretiveness of the transaction, there's a couple of synergies, which we have more or less from day one. When we say synergies, this is, this is operational synergies. So this is, this is overhead. We intend to keep the management team of Forum Estates in place, but there's still a number of overheads which can be taken out as synergies in the combined group. So we calculate that to about EUR 0.5 million from the first quarter and moving up to EUR 1 million per year going forward.
As mentioned, the earnings capacity per share accretion is calculated to be about between 3% and 5%, depending on the size of the synergies. And then, as mentioned, the 7% share accretion on the EPRA NTA. And when it comes to the portfolio, Lauri will get in a bit more about the Forum Estates portfolio and get into some more details there. But as mentioned, it's a very good size. They've been spending the last 10 years building up this portfolio, and they will be very happy to carry out the contemplated transaction if the opportunity presents itself further. The transaction metrics value the shares and the subordinated loans at EUR 219.9, and the net acquisition yield is 6.5%, as said. And then, as mentioned, it's an LTV neutral transaction, and financial covenants remain strong. So a bit more about the transaction structure.
You may have heard, you may just have heard me mention the subordinated loans as well. And, and let me give you a bit of background to that. The investors in Forum Estates, they hold both shares and subordinated loans, roughly in equal parts. And the Forum Estates shareholders, they've offered to exchange their shares for Cibus shares, as mentioned. And, the threshold that we have reached is above 65%. There is a 65% threshold in the share, in the shares, among the shares for the Forum Estates, which means that there's a drag along if we, if there's more than 65%, offer that the shareholders have made to us, which there is. So there's a drag along in, in force for the full 100% of the Forum Estates shares.
When it comes to the subordinated loans, also about 68% of the subordinated loans, which are held by the Forum Estates shareholders, have also been offered to be converted into Cibus shares. And going forward and looking forward, when we work towards the completion of the deal and trying to get ourselves into that situation, is that we have a 90% threshold of the converted, shareholder loans, of the converted shareholders that we would want to get converted into Cibus shares. So in summary, we have received offers for 100% of the equity when we regard the drag along, and we have, at the end of business yesterday, received 68% of the shareholder loans that the subordinated loans have been offered to us. When it comes to the timeline, Pia-Lena will get into that a bit later as well.
But due to the size of the potential transaction, we have and will be calling for an EGM, which is scheduled for the 14th of January. The notice will go out later today. And the signing and closing of the contemplated transactions is expected in Q1 2025. And it's subject to, among other things, Cibus EGM approval and a final Cibus board approval. So I'm going to hand over to Lauri now and to tell you a bit more about the Forum Estates portfolio.
Thank you, Christian. So looking at geographical diversification, so the company owns 131 assets in Belgium. In 2021, it started to build up a portfolio also in the Dutch market and currently owns 17 assets in the Netherlands. And as you can see from the map, there is one asset located in Luxembourg.
The assets in Belgium account for 74% of the GRI, and the Dutch assets are for 24%. The Belgian assets account for 84% of the lettable area, due to the rental income per meter being higher in the Netherlands than in Belgium. In terms of asset diversification, the assets are focused on the supermarket segment. 113 out of the 149 assets are grocery anchored. The grocery anchored assets account for 82% of the GRI and 80% of the gross lettable area. The remaining 18%-20% is relatively equally split between DIY and other retail. On this page, I'm sure that you will recognize many of the logos. The tenant base consists of the largest European grocery chains, including wholesale names such as French Carrefour, as well as Dutch Jumbo and Ahold Delhaize, that have both entered into the Belgian grocery market as well.
What's remarkable with the portfolio is the diversified tenant base. The largest tenant only accounts for 12.5% of the GRI.
Thank you, Lauri. Let's talk a bit more about a potential combination of Forum Estates and Cibus. The Cibus figures you will recognize to the left, and the Forum Estates figures you have heard in the presentation before. What we're just summarizing here is that as a combined group, we would have over 600 assets. We'd have a gross asset value of close to EUR 2.3 billion and a gross rental income of approximately EUR 156 million.
Looking at our expansion timeline since Cibus was created in 2018, we started out by owning Finnish supermarket portfolios, then in 2020 grew into Sweden, 2021 into Norway, 2022 into Denmark, and now with the contemplated Benelux expansion, we take a big leap up, by adding about EUR 500 million of new properties to our portfolio. This is just for your sake a bit of summary of the financials and the combined group. It's a lovely map to see, as we expand into continental Europe. Let's look a bit about how we look combined when we look at NOI per country. Looking at the top pie chart, it's interesting to see that if the deal is carried out, then Benelux or Belgium becomes our second largest market, and the Netherlands becomes our fourth largest market.
So we are, as Lauri was talking about as well, diversifying not just on an asset level, but also on a geographic level here for us as we step into continental Europe. And when we look at the NOI, asset NOI by anchor tenant, we have 97%, and Forum Estates has about 82%. So as a combination, we still have a very, very large share, which is anchored by grocery, which is exactly what we want to do when we convert food into yield going forward as well. When it comes to the tenant base, so this is our tenant base post the contemplated transaction. You will see here that the largest tenants, from the Benelux portfolio start to come in here at around 3% with the Carrefour, Lidl, and Jumbo, and then the other names which Lauri mentioned.
Interesting as well, of course, is that we have Lidl now, so economies of scale there. We have them both within Cibus and Forum Estates. In Cibus, we have them in two of our current countries already. And then handing over to Pia-Lena to talk a bit about the financing structure.
Thank you. Forum Estates are today fully financed with bank loans, apart from the subordinated loans that will be converted in the potential deal. Change of control waivers have been obtained for all four European corporate banks, so that all existing financing will be rolled over in connection with a potential transaction. The average cost of debt for Forum Estates is 3.8%.
Looking at the combined debt maturity, perhaps it's important to point out what Cibus stated in the Q3 report this year, that we have ongoing discussions with banks to refinance all debt that mature within one year, and that the aim to have it completed before the end of this year is unchanged. With this refinancing and with Forum Estates combined, the debt maturity profile will be more balanced. Both Cibus and Forum Estates have a high degree of hedging, which gives an attractive combination hedging profile. Looking at the combined earnings capacity, we see synergies in administration, as Christian said before, of between EUR 0.5 million to EUR 1 million annually. The conversion of the subordinated loans will lower financing costs, even if we also include costs for a EUR 50 million bond.
Combined profit from property management per share, excluding non-cash items, but adding back expenses for the hybrid bond will be between EUR 10.2 to EUR 10.3 per share, which is an increase in the earnings capacity per share of between 3% to 5%. If we go and look at the timeline, we have today announced the contemplated transaction, and we will later today send the convocation for the Cibus EGM. The extraordinary meeting will be held the 14th of January, 2025. During the first quarter, we will continue to collect confirmation on commitments of subordinated loans receivables, and we envisage to close the potential deal sometime during the first quarter of 2025.
Thank you, Pia-Lena. So back a bit, talking about the transaction rationale, you'll recognize this slide from earlier in the presentation.
So the four main points to take away from the potential transaction here is one, we're stepping into Continental Europe. There's a team in place. We think it's a great platform, and it would enable further growth in Continental Europe from this platform. Two, we're paying in our own shares, which we're issuing at about a 30% premium to our last reported NAV. Point three is that we're buying a property portfolio with an underlying property value of a yield of 6.5%. We're, of course, trading at an implied yield of below 6%, so buying something significantly higher than our implied yield. And then number four is that our earnings capacity per share would increase by 3%-5% from day one. So leaving at that, that was our last slide. So let's open up for questions.
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 Svante Krokfors from Nordea. Please go ahead.
Good morning. Thank you. Yes, Svante Krokfors from Nordea.
Good morning.
Good morning. Quite a large acquisition, seems positive on first glance. Could you tell a bit about the biggest differences when it comes to the Benelux market compared to the Nordics and also the biggest differences when it comes to company structure? At least the first take is that it's quite similar.
Yes. Let's talk a bit about the Benelux market. As it happens, we prepared a slide on that, so let's flip to that.
What we've done here is just showing. Let's start by saying there's a lot of similarities, as we've stated earlier as well. When we're looking at the cash earnings per share accretive transactions, we want there to be a number of characteristics in the new, in any potential new markets we enter. One is a very stable strong underlying grocery market. That means, and also underlying stable real estate grocery. I mean, we are aiming to create stable cash flow. That's one of our key points. Looking at the Nordics, it's a handful of players fighting it out for the customer's basket. We see the same thing in the Netherlands or in the Benelux and in Belgium. Strong players fighting it out, cutthroat competition, of course, among the grocers, but strong names with strong store networks.
When it comes to Belgium, Belgium has a slight difference in the northern part of Belgium, so Flanders, of course, a large Dutch influence on both language, culture, and then but also of the grocery players coming from the Netherlands. In the southern part of Belgium, in Wallonia, more of the kind of French-inspired players like Intermarché, for example. So but very much similarities to our markets. Zoning plans are restrictive, so you can't build supermarkets anywhere. I mean, a big difference to the Nordics is, of course, population density. A lot has already been built in the Benelux compared to the Nordics, of course. So, rural and urban infrastructure is in place, and the stability in the store locations in that sense. When it comes to the company structure, yes, it's very, very similar to us.
What is the question more in detail about the company structure? They have their own properties in companies. If you'd like to elaborate, Svante, on your second question.
Thank you. I think, well, regarding the market first, I mean, the Nordic markets are more oligopolistic than the Benelux market. Is that a good or bad thing for you, would you say?
For us, the importance is the stability in the individual store locations. We like to have a diverse tenant base in order to capture any changes or fluctuations among individual retailers. But my experience of having been in the grocery side of the business for many years is that the store locations tend to be sticky.
Even if one player, grocery player, leaves a location, what most often happens is that someone else comes in and puts their new sign. We've seen that in the Dagrofa portfolio we bought earlier this year when Aldi in Denmark, that is, when Aldi left the Danish market. We've seen it in when ICA, when I was at ICA Real Estate, and we left Norway, we sold the operation business to Coop in Norway, and Coop took over all the stores. There's multiple examples of when players leave a market that a local or other player picks up the assets. So to answer your question, for us, it's all about the individual store location stability. But that said, there is always a risk of vacancy in any real estate deal.
What we think is important here is, of course, that supermarkets tend to replace each other if a place would become vacant.
Thank you. And what about the online dynamics in Benelux compared to the Nordics? I think online distribution, you have handled, or the market has handled that quite well in the Nordics. But what is the situation in Benelux?
The dynamics are about the same as in the Nordics. It's a small part of market share. So it's something we've analyzed, of course, but there's no, the dynamics are about the same. It helps everyone's day and to help everyone in their shopping. But at the same time, what the Belgian or the Benelux market has is they have very many stores. It's pretty close to every store.
So people tend to pass a few stores on their way to work or from home, et cetera, or where the place is going. And they very frequently are in the stores. That's my understanding of the market.
And regarding your dividend policy, will it remain unchanged, or do you see pressure to change that in one way or the other after this transaction?
No, I mean, it's up to the AGM to decide, well, to the board to propose and the AGM to decide. But for now, we have the dividend that we have. And of course, you will need to look at the convening of the AGM, but no surprises there, I would say.
The last question, do you want to comment on the rumored Danish acquisition that comes now at the same time as this transaction?
Yes, thank you, Svante. Not more than what the release we put out earlier this morning, that we are actively looking at markets, our current markets and Continental Europe. And what we said there in the press release is that we can confirm that we are looking into a deal, but nothing else.
Thank you. And perhaps one last question regarding, was there a competition for this asset, or did you have an isolated role in it?
When it comes to the Forum Estates potential transaction, we've been in discussion with them for quite some time, which you would expect when we're buying a company with employees, and we wanted to make sure that there's great cultural fit, which we think there is. So, we feel very happy that we've been offered the shares in this structure, and we're happy to take over the employees in place and to use this as a platform for further growth in the Benelux.
Thank you. That is all from me.
Thank you.
The next question comes from Fredrik Stensved from ABG Sundal Collier. Please go ahead.
Good morning.
Fredrik Stensved from ABG Sundal Collier. Your line is now unmuted. Please go ahead.
Sorry about that. Good morning, all. I hope you can hear me now.
Yes, we can hear you. Good morning.
Perfect. Perfect. Morning.
So I would like to start off with the LTV statement and calculation. You're alluding to an LTV neutral transaction. While if I look at sort of the pro forma LTV in the press release of 59%, that's quite different from the Q3 figure in Cibus. So maybe if you could elaborate a bit on you know the LTV in Forum Estates, and you also mentioned that you're buying this below NAV, et cetera. So how do I reach that LTV neutrality?
Yeah. Do you want to take that, Pia-Lena?
Yeah.
As we said in the Q3 presentation, I mean, we will expect the LTV to increase back to the level that we were in Q2, when we acquire new assets, so to say, with the liquidity and the cash that we received from the share issue that we did the 10th of September. So taking that into consideration, making those deals, then we would be neutral in this transaction. So looking at the Q3 and taking away the share issue that we did, then this would be neutral.
Does that make sense, Fredrik? So the Q3 figures include the large cash.
Yeah. Yeah. Yeah. Yeah. I hear what you're saying, and then we can maybe discuss if it makes sense or not. But I understand what you're saying.
Then on the property yield, you're stating a net acquisition yield of 6.5%. The NOI in the portfolio seems to be EUR 31 million, and the property value is EUR 510 million. So is that sort of a gross yield, that 6.5%, or how do I reach that? Or does that sort of include the effect that you're paying with shares at a premium? Or how do you reach 6.5%?
That's not including the effect that the shares are at the premium, but that's the EUR 508 million, that is the book value of the properties, and then the 6.5% reflects the price that we are paying for the equity and the subordinated loans.
Okay. So it comes down, basically, to the fact that you're buying this below NAV or below book value.
Exactly.
So I mean, this is a share.
Okay. So what is the underlying transaction market value of the properties in the transaction?
And that's EUR 508 million. So an underlying property value. All right. If I. No, no, discount on the equity. Exactly. That's how it's calculated.
All right. Understood. I think I'll stop there and jump back into the queue. Thank you.
Welcome back later then.
The next question comes from Ventsi Iliev from Kempen. Please go ahead.
Hi. Good morning, team. Can you hear me?
We can hear you, Ventsi. Good morning.
Okay. Great. Just a couple of quick questions from my side. First, on rental growth trends. So has rental growth trailed indexation like it has in the Nordics?
Well, we will, if the company contemplates the transaction, go through, then describe the underlying metrics, including the indexation in this specific portfolio in more detail. But on a general level, one could say that the indexation structure and the market standards for indexations in this type of assets do not in any significant way differ from the ones that are what is market practice in the Nordic markets.
Oh, yeah. Sorry. I wasn't clear. I meant the general markets. Then second question on the Nordic, sorry, on the Benelux operators. I think the Nordic operators are well known for their very profitable operations with high margins. Is this the same for the ones in the Benelux and more specifically for the ones that would be tenants?
Yeah, they are profitable, whether any individual tenants have the profitability compared to any individual existing tenants in our Nordic portfolio. So that's not something that we would comment. But in general, we find the Benelux market and the market dynamics very attractive.
Okay. Clear. And last one, how would this transaction impact your NAV?
Well, I will also refer to my answer regarding the indexation. So, we will, if the contemplated transaction goes through, we will in our reporting include more details and KPIs also as regards to the lease lengths.
All right. Thank you very much. That's it from my side.
Thank you, Ventsi.
The next question comes from Stephanie Dossmann from Jefferies.
Can you hear me?
Please go ahead. Yeah, we can hear you.
Hello?
Okay.
Yes, we hear you. Hello.
I have a question regarding the strength of the markets overall, and is there any supermarket which is weaker than others? I mean, you are buying a portfolio, but there are probably weaker assets at some point. We have seen hypermarkets closing in France, for instance, recently, which has never happened in the past. So I was wondering about the situation in the Benelux, and in particular in Forum Estates portfolio. Would you consider cleaning a bit of the portfolio, or is it strong enough? And the second question would be, so you answered about like-for-like patterns and so on, or not, actually. But could we have the net debt of Forum Estates because you are giving the gross debt only, I think? Thank you.
Yeah.
If we start with that question regarding the individual assets, so yeah, it's a very diversified portfolio, 148 assets, and having toured myself 139 out of them. So that's approximately 95% of the whole portfolio. So I mean yeah, each and every, each and every asset is, is of course different, and that's the strength of the portfolio, the geographical diversification, and also the diversification across different but strong anchor tenants. As to your question regarding hypermarkets, so looking at the gross lettable area of the portfolio of 276,000 square meters and the number of properties, which is 149, one gets to an average lettable area per property of 1,850. And that's slightly low, that's slightly lower than what we had in our Q3 reports for the Cibus portfolio. There it's slightly above 2,000. So yeah, I would say it's, it's well in line with the portfolio that we have.
And having toured the portfolio, as I mentioned, I've personally seen 139 assets, so we feel very comfortable with the contemplated acquisition. And just to add on that as well, is that exactly this is a supermarket portfolio, not a hypermarket portfolio, which we're very happy about. And therefore, it's a very good strategic fit for us in our current portfolio as well.
Yeah. Yeah. Yeah. It was the question regarding the debt, net debt. As I said in the presentation, Forum Estates today has bank financing and then the subordinated loans, nothing else. And the subordinated loans will be converted in the potential transaction. So only the bank debt will remain within Forum Estates. And as you can see on the slide, regarding the financing on Forum Estates, the bank loans were at EUR 265.7 million end of Q3.
Okay. Thank you.
But there is no cash at Forum Estates.
Yeah. Of course they have some cash, but we haven't disclosed that in the report.
Okay. Thank you.
The next question comes from David Råås from Nordea. Please go ahead.
Hi. David Råås here from Nordea Credit Research. I just want to clarify the LTV question, because we've touched upon it multiple times, and it's still not entirely clear to me. In Q3, the LTV was just under 55%, and following this contemplated transaction, it will be around 59%, correct? So 4 percentage points higher than the Q3.
What we're saying, if you look, yeah, we're saying if you look at the Q3 figures and take away the share issue that we did the 10th of September, the SEK 82 million.
Which was held in cash at the end of Q3 and thereby affecting net debt.
Exactly. So if you look at that and then look at the transaction, then it's LTV neutral.
Okay. That's clear. Okay. Thank you. And just a brief second question.
Yeah. I mean, we're at a good point. Thank you for pointing that out so we can explain ourselves. Thank you, David.
Yeah. That's all good. I just wanted to make it clear so that I got it correctly. And then just a brief second question. You say that you will raise at least EUR 50 million of debt, I think I read. Is that expected to be through bonds, or do you believe you will get that through your consortium or your bank contacts?
I mean, we have disclosed that, we contemplate or our preferred choice would be a bond, but we haven't really decided. But for now, the main thesis is that we will be a bond.
Okay. That's all clear. Thank you for taking my questions.
Thank you.
Thank you.
Thank you.
As a reminder, if you wish to ask a question, please dial pound key five on your telephone keypad. There are no more phone questions at this time, so I hand the conference back to the speakers for any written questions or closing comments.
Thank you. Just jumping over to some of the written questions. Most have already been covered in the verbal questions. There's one here. Do you consider selling some of the non-grocery anchor assets? Well, it remains to be seen.
If the potential transaction goes through, then there will, of course, be sitting down with the local team and laying out a strategy for the combined Cibus and Forum Estates portfolio in the Benelux. Then there was a question. Is the EGM the only outstanding point for the deal not going through? As written in the press release, it's the EGM, of course, our EGM that is. We need to reach 90% of the outstanding subordinated loan receivables in Forum Estates to be converted, offered to us and be converted into Cibus shares also. And then as mentioned, the need to raise some equity, some cash for liquidity purposes here. So those are those the three main points. And also, of course, our board approval, Cibus board approval yet to be obtained. And then there were no other further questions.
So, thank you for joining, everyone. It's a contemplated transaction. The call for the EGM will be going out later today. We are contemplating the deal, as mentioned. The metrics we think make it a very attractive deal. We like the footprint, we like the team, and we like the portfolio down in the Benelux, and we hope that would be a stepping stone for more growth. So a creative transaction from day one, which is what we've been looking for, and exciting new Benelux markets, which remind us very much of home. So thank you for joining. Bye.