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M&A Announcement

Dec 12, 2025

Operator

Good day, and thank you for standing by. Welcome to the Mips Investor Presentation Webcast and Conference Call. At this time, all participants are in listen-only mode. After the speaker's presentation, there will be the question-and-answer session. To ask a question during the session, you need to press star one one on your telephone keypad. You will then hear an automated message advising your hand is raised. To withdraw a question, please press star one one again. If you wish to ask a question via the webcast, please use your Q&A box available on the webcast link anytime during the live event. Please be advised that today's conference is being recorded. I would now like to hand the conference over to our speaker today, Max Strandwitz, CEO. Please go ahead.

Max Strandwitz
CEO, Mips

Thank you, Operator. Hello, everyone. Welcome to the Mips presentation of the Koroyd acquisition. My name is Max Strandwitz. I am the CEO of Mips, and with me today, I also have Karin Rosenthal, who is the CFO of Mips. The presentation today will be about the acquisition of Koroyd, but for me, it's much more than an acquisition. It's the merger of two great companies with two great brands and a very strong cultural fit. It's seldom that you can find really true complementary acquisitions with great strategic fit, but this one has for sure a lot of those elements, and I will explain why in the coming part of the presentation. So I think, first of all, it's important to look at the acquisition logic. Why are we doing this?

Mips' strategy is built on three pillars, as you remember, and actually, the acquisition of Koroyd strengthens two out of three, which is, of course, great. Just as a reminder, what is our strategy? Of course, the most important one so far has been about growing our existing business of rotation protection solutions in helmets for sports, moto, and our safety category. Second, it has been capturing new opportunities within helmet safety, and there, of course, Koroyd ticks that box. And, of course, opening up new channels and new markets, and it does tick also those boxes. So really, two out of three, which is normally a great fit.

And then, indeed, Koroyd has a lot of similarities to Mips, vision and purpose-driven to make active lives safer, market leader within its niche, ingredient brand trusted by consumers and leading product brands, science and technology-driven company, world-class testing and simulation capabilities, scalable asset-light supply chain, and high EBIT margin despite a significant R&D spend and investment in product development. This could be Mips and very similar to what we do. And then, of course, Koroyd, it will continue to operate as an own brand. We think the team has done it great, and, of course, we will continue to support them on that journey. There is a very current, strong, very capable leadership and operational team that will continue to drive the Koroyd business.

But, of course, both brand teams see many synergy opportunities on product development and product portfolio expansions, and we will talk a little bit more of that coming slides. I think it's always important to start with the history to understand a company, and, of course, Koroyd has a great history. It started and was founded in 2010 by the founder, John Lloyd. Then, in 2012, the first product came out with Koroyd, which was actually a Nitro superlight snowboard, which was, of course, game-changing in this industry and a game changer when it came. In 2013, they launched their first bike helmet with Koroyd, which was together with the Smith brand. And in 2015, the first skis with Koroyd dampening was launched with Salomon. In 2017, the first moto helmet with Koroyd was launched to the market with Klim.

In 2019, the first award-winning mountain bike helmet with both Mips and Koroyd was launched with the brand Endura. In 2021, the first child car seat with Koroyd, UPPAbaby, was the brand that launched that. In 2023, Koroyd hand protection for gloves was introduced. In 2024, the first Type II full brim helmet with Koroyd was launched on the market, which has been a great success. In 2025, body protection was introduced to the market. This says something. Koroyd has always stayed very curious, but it also shows how versatile the technology is and the many application areas it could address. I think it is also important to understand what is the basis of the technology. Koroyd is very technology-driven, similar to Mips.

And to really understand what they do, it's really important to understand what the technology does. So Koroyd is an energy-absorbing technology built from thermally welded extruded tubes that crumple on impact. So it actually collapses at impact, and you can manage density in a very versatile way. So if you want to manage a tougher impact and you need to make the density harder, of course, and a softer impact, then you make it softer. So really, a lot of great advantages when it comes to energy absorption, and that, of course, is why we have the presentation today. If we then look at their product portfolio, and this is, of course, only three out of five total areas, but today, their main business is on what we call the Koroyd Original.

So the original business, and that was what I just explained, which is, of course, applications for helmets, child restraint system, and ballistic vests, and that's very much on energy absorption. And then the second one, which is a very interesting area for us when it comes to body protection. And when we talk about the body protection market, it's, of course, enormous. It's actually bigger than the helmet market in total, with a lot of different areas of application. And there, of course, Koroyd has developed a unique body armor with a patented structure a`nd also custom TPE formulation, which is, of course, a thermoplastic elastomer, which makes it really good to manage energy.

At the same time, it maintains an extremely high ventilation and also flexibility, which also makes the product unique on the market and also explains why it has been received in such a great way, especially in reviews, but most important also by the end user. And then the third area, which is also completely new to Mips, which is Koroyd Plus, which is a glove system. It can be used in other areas, but today it's used in gloves where they combine the Koroyd tubular technology with a flexible elastomer to manage energy and reduce hand fatigue. So a really glove for heavy-duty work, but still maintaining flexibility, which not a lot of other products can manage today. So just an example of three great product areas where Koroyd is making an expansion in today.

If we look at the business model and the way that the business is structured, of course, Koroyd operates as an ingredient brand, in close partnership with leading product brands. They have a large share of the staff work in R&D and product development, 11 out of 25 employees in total. And, of course, they have state-of-the-art test facilities in Monaco, really strong, innovative product portfolio with, of course, supported by heavy IP protection. Our production is outsourced to trusted long-term supply partners where Koroyd is owning the key manufacturing equipment at core product suppliers in Europe and post-processing and molding located geographically very close to the customers. If we look at the sales split today, the biggest part of the business is safety, so 58%. Then, if we look at the other product category, which is sports and family, 37%, and then 5% being in the motorcycle business.

I will then hand over to Karin, which will talk a little bit about that transaction and a bit of the financial summary.

Karin Rosenthal
CFO, Mips

Good afternoon. I'm Karin Rosenthal, CFO of Mips, and looking at the financials in the transaction, the purchase price amounts to EUR 40 million on a cash and debt-free basis, and that corresponds to multiple of eight times on a djusted EBITDA for 2025, and in addition, the sellers also have the possibility of an additional earnout of up to EUR 25 million corresponding to a total multiple of 13 times adjusted EBITDA. The transaction will be financed through a combination of existing cash and a credit facility. The acquisition is expected to contribute positively to Mips' earnings per share, the EBIT, and also the sales growth both on the long-term and short-term basis. The acquisition is conditional upon Mips entering into a financial agreement regarding the credit facility and also other customary conditions, and it is expected to be completed during December 2025, and then I hand over to you again, Max.

Max Strandwitz
CEO, Mips

If we then look at the vision, culture, and the strategic fit, which is, of course, the most important things, if we start with the vision of the company, of course, Mips' vision is to reduce head injuries and save more lives. And, of course, Koroyd protecting life in motion is two visions that resonate very well with each other. And, of course, that's a very good start. If we then look on how the companies are structured, as you know from Mips, we are heavy in engineers, especially in product development and R&D, with almost 60 people working in that functions, of course. Similar to Koroyd, if the size of the business, they today have 11 people in product development and R&D, so also very innovation-focused. Both companies, of course, have products that have been internationally validated by third-party testing and, of course, by numerous product brands.

And then, of course, both have unique capabilities with advanced simulation and also state-of-the-art validation in their own test labs. So a lot of similarities and very purpose-driven companies with great innovation focus. If we then look at the customer's position today, of course, Mips has a unique position with more than 150 brands as partners today. Koroyd has about 25, and, of course, we have a fantastic possibility of a great overlap between the two companies. Koroyd has a very close relationship with a lot of their customers. Mips has a lot of great customers, and, of course, that will be a great customer fit for a lot of our partners. So if we then summarize the acquisition and a little bit where I almost started, strategic fit, great. We really tick two out of the three most important boxes, which is, of course, our strategic ambition.

If we look at the company as such, a lot of similarities to Mips, very vision and purpose-driven to make active life safer. That's why we do it. And then, of course, really important, we will continue a two-brand strategy. Koroyd will continue to operate as an own brand. And, of course, then we will collaborate and leverage our synergies where it makes sense. At first glimpse, of course, in product development, having even more integrated products together, and then, of course, marketing where we also see a lot of synergies. With that, we will end the actual presentation, but, of course, open up for questions.

Operator

Thank you. Dear participants, as a reminder, if you wish to ask a question, please press star, one, one on your telephone keypad and wait for your name to be announced. To withdraw a question, please press star, one, and one again. Alternatively, you can submit your questions via the webcast. And now we're going to take our first question on audio line. Just give us a moment. And it comes from the line of Carl Deijenberg from DNB Carnegie. Your line is open. Please ask your question.

Carl Deijenberg
Equity Research Analyst, DNB Carnegie

Thank you very much. Thank you and good afternoon. So first question is on slide number nine. Just curious why the revenue growth has been or seen such an uplift here year to date in 2025 relative to the previous years. Is that similar to what you've seen in Mips as well with the sort of production rates coming back, or is there any definite sort of product launches or yeah?

Max Strandwitz
CEO, Mips

No, I think, I mean, it's two different things, of course. First of all, it's a very successful business. They have had a lot of success in the safety category, and, of course, that has been ramping up a lot of the growth. And then, as other brands in our industries, we see that inventory situation has also normalized and that, of course, also fueled growth.

Carl Deijenberg
Equity Research Analyst, DNB Carnegie

Okay, great. Then I also wanted to ask a little bit on the sort of mix relative to your own mix. Obviously, Koroyd has a much, let's say, tangible mix relative to safety. And I just wonder if you could spend some time on talking about the history behind this. And yeah, did you enter this space much later relative to them or yeah, could you give a little bit of the sort of background here? Because obviously, the expansion into safety is one, which is quite important for Mips as well. So just wanted to understand that.

Max Strandwitz
CEO, Mips

No, I think, I mean, first of all, of course, their solutions into the safety space is a little bit different because, of course, they make a bigger part of the product in safety. And they, of course, also have been very successful in the full brims assortment where Mips is launching the first products now. And there, of course, you see that that has generated a lot of growth. So they have done it really, really well. And we are, of course, launching similar type of products in the full brim area.

Carl Deijenberg
Equity Research Analyst, DNB Carnegie

Okay, great. Then I also wanted to ask on slide number 12, I mean, you highlight these brands where you have a sort of already overlapping partnership in one sense. And is it possible? I just wanted to understand sort of on also a model level, how much, I mean, I understand that these brands seem to be more sort of bike-oriented relative to the other ones that I can see on this list. But could you talk a little bit about sort of model penetration? Also, maybe how many models for these six brands together do you have both the Mips and Koroyd solution integrated in one piece?

Max Strandwitz
CEO, Mips

Yeah, I think the most, the one that has the most penetration, of course, is the Smith brand where you will see Mips and Koroyd solutions in most of their product portfolio. Actually, I would say that's the one with the heaviest use of both products and so on, and then on the others, you see sometimes it's Mips, sometimes it's only Koroyd, and sometimes it's a combination of the two.

Carl Deijenberg
Equity Research Analyst, DNB Carnegie

Great. Then I just also finally, I see that you're not sort of specifying too much on the earnout component of EUR 25 million. But yeah, anything on timing and maybe sort of what is this based upon? Is this growth, profitability, or both? And maybe what kind of growth rates do we have to see to reach these EUR 25 million to be fully paid out?

Max Strandwitz
CEO, Mips

So we haven't quantified that. What we have said during the discussion, of course, we see a great potential of the collaboration. And with that collaboration, of course, you also share the risk. So the risk going forward is then shared through the earnout. And, of course, if we generate a lot of value, which we believe we are going to do, of course, we are prepared to share that. When it comes to an earnout structure that we appreciate, of course, the main focus of Mips is, of course, to deliver substantial growth. So that's one and the key element of the earnout. And then if you look at the second part, of course, making profitable growth is also important. So then you can guess that that's the second part of the earnout. And then, of course, there are two areas where we see great expansion opportunities.

And that's, of course, this in body protection and gloves. So, of course, there we also see an element in the earnout. So we have structured it in the way we think makes sense. And then, of course, earnout models normally span across a couple of years. And, of course, that's the same in this situation.

Carl Deijenberg
Equity Research Analyst, DNB Carnegie

Great. I think that's all for me for now. So I'll get back in line. Thank you very much.

Operator

Now we're going to take our next question. The question comes from Alexander Siljeström from Pareto. Your line is open. Please ask your question.

Alexander Siljeström
Equity Research Analyst, Pareto

Good afternoon, guys. Congrats on the acquisition. So I was just wondering if you could talk a little bit about the cross-selling opportunities that you see, especially maybe in sports for Koroyd and then maybe in safety for Mips as well?

Max Strandwitz
CEO, Mips

Yeah, I think there is a great cross-selling opportunity. I would phrase it probably a little bit different. I would say a more integrated solution because if you look at Mips, we have been extremely successful when it comes to rotational protection. Koroyd has been very successful when it comes to the linear protection. And, of course, both of these safety aspects are needed into a helmet. And when you can combine the two, then, of course, you can create a lot more complete helmet systems. So I would say that developing a lot more complete systems will be a great expansion possibility. And it also makes a lot of sense for the customers where we can do much more of the helmet than we have done before.

Alexander Siljeström
Equity Research Analyst, Pareto

Okay. That's interesting. And then maybe just on Koroyd's sales mix in sports, what's sort of the bike versus snow share? Are they stronger on snow or how does that look?

Max Strandwitz
CEO, Mips

Yes. The strongest subcategory, as we call it, is in snow. Yes, that's correct.

Alexander Siljeström
Equity Research Analyst, Pareto

Okay. Cool. And then maybe on the patent situation, if you can expand on that. And also, you mentioned that they invest quite heavily in R&D over the P&L. Would you be able to share the share of sales in terms of R&D spend? Does it align with Mips?

Max Strandwitz
CEO, Mips

Yeah. So I think, first of all, when it comes to the patent protection, of course, the main protection comes from application patents, so specific solutions and special protection for specific solutions. Because, of course, Koroyd is material technology, and, of course, the right integration of that is key. And that's what they have been extremely successful in protecting. And then the second part is, of course, when it comes to the manufacturing process. Because, of course, when you have a material, you also want to make sure that that is mounted correctly into a helmet. So those are the two key areas which they have protected today. And, of course, they have quite a long runway for those patents.

Alexander Siljeström
Equity Research Analyst, Pareto

Cool. And R&D in terms of sales, would you be able to share that?

Max Strandwitz
CEO, Mips

Yeah, we have not disclosed that, but given that you see that they have quite a big proportion of the total staff in product development and sales, product development and R&D, you could expect that it's similar or a little bit higher than we have in Mips.

Alexander Siljeström
Equity Research Analyst, Pareto

Okay. Thanks. And then maybe a final one just on the business model. I guess this is also a royalty-based business model, if you can confirm that. And also, is the gross margin also aligning with Mips at + 70%?

Max Strandwitz
CEO, Mips

I think when it comes to the business model as such, it's a license model similar to Mips. And, of course, revenue is recorded on delivery. And then when it comes to profitability, it is a gross margin that is below Mips, but still a very profitable company.

Alexander Siljeström
Equity Research Analyst, Pareto

Okay. Cool. Maybe a final one just on the growth outlook and what you see there. Do you expect Koroyd to be able to deliver a sales CAGR ahead in line with what you have as a target for Mips? Or is it lower or higher?

Max Strandwitz
CEO, Mips

No, I think there are great sales opportunities. That's also, of course, why we have the earnout mechanism. I think we have managed during this process, of course, identified a lot of growth opportunities. So historically, they have been growing with a CAGR of 15%. Of course, we expect to accelerate that.

Alexander Siljeström
Equity Research Analyst, Pareto

Cool. Thanks a lot. That's it for me.

Max Strandwitz
CEO, Mips

Thank you.

Operator

Thank you. Now we're going to take our next question. The question comes from Emanuel Jansson from Danske Bank. Your line is open. Please ask your question.

Emanuel Jansson
Equity Research Analyst, Danske Bank

Yeah. Good afternoon, Max and Karin. Hope you can hear me. Firstly, I wonder if you can shed some light. I mean, looking at the top-line performance from Koroyd, it has been quite solid in a quite uncertain time period. But are you also able to shed some light on how the 2021 figure was and how they have experienced the whole turbulence situation since the pandemic?

Max Strandwitz
CEO, Mips

No, sorry, we haven't disclosed that number but as most brands, of course, you saw quite a good uptick in bicycle but, of course, they also serve other categories so no, we haven't disclosed that but my assumption is that they saw strong performance also there, like most other in our industry.

Emanuel Jansson
Equity Research Analyst, Danske Bank

Great. And regarding synergies on your cost base, could you maybe elaborate a little bit more on what you can do on, for example, on R&D and marketing going forward?

Max Strandwitz
CEO, Mips

So the business case assumes zero in savings. And the reason for that is, of course, first of all, we would like to grow the business and so on. I think the key synergies will come from learning from each other and, of course, developing joint solutions and so on. So no, we haven't put anything when it comes to savings opportunities from synergies. We expect to increase our spend to make sure that we also develop even better product in the future.

Emanuel Jansson
Equity Research Analyst, Danske Bank

Interesting. And also moving a bit on the sales split, is it also possible to give some light on the geographical exposure from Koroyd? Is it mainly U.S. or Europe?

Max Strandwitz
CEO, Mips

Yeah. So today, they have a strong exposure to the U.S. market. Of course, their main customer in safety, STUDSON, has a big exposure on the U.S. market. And then, of course, Smith being a strong customer. So mainly in the U.S.

Emanuel Jansson
Equity Research Analyst, Danske Bank

I see. I see. And given that they have spent a lot on R&D, do they have a big, similar as Mips, do they have a big pipeline of new products entering the market in 2026? And have they been able to grow nicely on the number of models per customer as of today? And what's the average number of models per customer today?

Max Strandwitz
CEO, Mips

Oh, I don't have the average number of models per customer. The model is slightly different. But I think, I mean, the way we look at when we would like to invest in a company like Koroyd, first of all, we look, of course, at the long-term potential. Is that there? Yes, it is. Where do we see the great opportunities and potential? Of course, in what we call the Koroyd Original business, really good product. In combination with Mips, I can think we can really create a fantastic product. The lightness of the Koroyd product is fantastic. I mean, the product consists of 95% air, which is, of course, lighter than anything else. And then, of course, creating unique structures together also with our material technology team, I think we can really create a lot of solutions. That will be a great potential for growth.

Then when it comes to the body protection areas, I think also if you look at all the reviews and product reviews, they have really got fantastic review results. And we see a great opportunity to continue to grow there. Of course, when we looked into this, we also looked at a lot of other providers in body protection. And by far, the best reviews that we have seen is with the Koroyd product. So really a great consumer offering. And, of course, we expect that to take off quite well. And then, of course, the completely new area for us, which is then the gloves, which is really another interesting area for us that we haven't explored. So yes, for sure, there is a lot of product coming. And these are, of course, the three areas which we have disclosed. But, of course, they have done a lot more.

I think what they have also been extremely good at, like I said, staying curious, but also being very creative in really utilizing their technologies in the best possible way. Just having the versatility of going to snowboards, skis, baby seats, and so on, gloves. You have a lot of different application areas. I don't think there is a lack of opportunity for growth going forward.

Emanuel Jansson
Equity Research Analyst, Danske Bank

That's really interesting. Maybe a last question from my side regarding safety then. You think that we will see a coexisting within safety helmet in the near term with both the systems in the short term? Or how do you think the Mips safety will develop compared to Koroyd now here in the coming one to three-year period?

Max Strandwitz
CEO, Mips

No, I think, I mean, there is no reason why we shouldn't have the two brands in the helmet. Short term, of course, I don't know what you mean with short term? But I think within a reasonable period, like maybe a year, you will probably see combined solutions of the two also in safety helmets.

Emanuel Jansson
Equity Research Analyst, Danske Bank

Could you possibly maybe give us a figure on what the average selling price for that helmet will be?

Max Strandwitz
CEO, Mips

No, I can't, but I think, I mean, if you combine two great products, of course, we have our technology, which we have a license fee, and, of course, that we will continue to charge. And Koroyd also have a great product. And they also have a license fee, so it will be a combination of the two.

Emanuel Jansson
Equity Research Analyst, Danske Bank

Yeah. Okay. Great. And sorry, maybe lastly, the founder, John Lloyd, will he stay with the company for, or how will the transition go?

Max Strandwitz
CEO, Mips

Yes, so at the moment, he is part of the management team and so on and will support the business going forward, and, of course, he is very keen on staying and making sure that he can deliver the earnout.

Emanuel Jansson
Equity Research Analyst, Danske Bank

Sounds great. Thank you very much, Max, for taking my questions.

Max Strandwitz
CEO, Mips

Thank you.

Operator

To the management team for any written questions.

Max Strandwitz
CEO, Mips

Yeah. So the first question is, are you considering further ingredient brand acquisition opportunities in impact protection? If so, who would you consider as businesses of interest? I think we have looked at a lot of different acquisition opportunities. There are a lot of companies for sale out there. We don't buy companies just because they are for sale. We are really interested in the companies with the great and best products. I think we really have a very good fit when it comes to that in the Koroyd business, of course. And then, of course, if we can also complement our strategy in the way it does, then, of course, ticking all the boxes, like I explained on my summary slide, there are not a lot of companies that actually do that. So I think it's a very complementary acquisition to what we have today.

Of course, we are constantly looking for new opportunities. I think also the focus for us is organic growth. Then we just partner up with a great company. Let's make sure we do that well first. Of course, when does the most important patent expire? Of course, when it comes to the Koroyd portfolio, of course, they have a big product portfolio. Like I said, there are application patents, which are for specific solutions. If you look at what they are selling today, mainly around 2033 until 2040. The overlap between the customers, I think we spoke a little bit of. Can you provide any more detail on the credit facility element of this transaction, the quantum of credit facility? As we said, we have a revolving facility. Today, Mips has EUR 280 million in cash on the balance sheet.

So, of course, we have quite a big proportion of cash. And, of course, we will utilize that in the most capital-efficient way. If there is a need to call for more of the revolving facility, then, of course, there are two really good and strong cash-generating units in both Mips and Koroyd. So, of course, that will also generate cash as we go. Do you think that Koroyd's growth in safety will limit Mips' potential in the category given the available cost structure for each helmet? No, I don't. I think there is as big opportunity as before. Sometimes you will have solutions or helmets with Mips, sometimes only with Koroyd. And I hope in most cases, a combination of the two.

And then when it comes to assessing the size of the market for Koroyd comparable to our own TAM, I think it all depends on which market you are going for. And, of course, as Koroyd is a premium solution on the market today, of course, you have a smaller addressable area because, of course, they have offered their product to premium solutions today or premium helmets today. So, of course, that restricts a bit of the market. We don't have an exact number for that. But, of course, it's a smaller size versus Mips because of the customer offering that they have. And then, of course, when it comes to what is the size of the body protection market, of course, you don't measure the body protection market in volume because, of course, you have so many different applications when it comes to body protection.

First of all, you have what we mostly see, which is the whole area of sports where you are having that in bicycling. You are having that in skiing. Then, of course, you also have it in motorcycle. But the biggest area is actually the safety market, so it's very difficult to compare the two markets because they have a very different structure, and then, of course, the last question that we got, will there be any integration or fusion between the Koroyd and the Mips teams, so at the moment, like I said, we are planning to run the companies separately. I hope that we can learn and collaborate a lot from each other, but there is no plan at the moment to integrate the two different functions of different companies together today. Mips is operating out of Sweden, and, of course, Koroyd is operating out of Monaco.

They have done it extremely successfully. That's why we are having the discussion today. And we really want to leverage that and really utilize the best of both companies. With that, I think we have answered all the questions that we have on the call. If there are any more questions, of course, you're always welcome to contact us. Thank you, everyone, for listening in. And we are really excited about this acquisition. And have a nice weekend.

Operator

This concludes today's conference call. Thank you for participating. You may now all disconnect. Have a nice day.

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