Hello, and welcome to today's Systemair financial information conference call. My name is Bailey, and I'll be your moderator for today's call. All lines will be muted during the presentation portion of the call with an opportunity for questions and answers at the end. If you would like to ask a question, please press star followed by one on your telephone keypad. I would now like to pass the conference over to our host, Roland Kasper, CEO. Please go ahead, your line is now open.
Thank you very much, Bailey. Good morning, ladies and gentlemen. Welcome to Systemair short press conference in relation to a press release that we have launched today in the morning at 8:00 A.M. Swedish local time in regards to our intention to divest our commercial air conditioner business. With me today, I also have our CFO, Mr. Anders Ulff.
Good morning, everyone. Anders here. You will find the presentation for this call on our investor relations webpage. On the first start page under the header conference call, you'll find a link to the presentation where we have roughly 10 slides that Roland will go through, and I will also do that.
Thank you.
Thank you.
Thank you very much. By that, ladies and gentlemen, without further ado, I'll start with the information that we have compiled in this small presentation. Switching direct to first or second slide here. As launched today in the morning, 8:00 A.M., Systemair and Panasonic, we announced together that we have signed an agreement in which Panasonic intends to acquire the commercial air conditioner business from Systemair. This transaction, though, is subject to ordinary regulatory approvals and completion of necessary HR consultations, and it's expected to close during the first half of 2023. This transaction is in line with Systemair strategy to focus on its core business within ventilation, further offering the best-in-class ventilation products paired with standalone and integrated heat pump solutions in our products.
I will now share the slide number four, which is, I think, together with the fifth, the important one, the transaction scope. In this transaction, it comprised the company's Systemair S.r.l. in Italy, Tecnair S.p.A. in Italy, and the sales part of the AC sales in Systemair GmbH in Germany. This also together, as I said before, pending on regulatory approvals, also together with our French entity, Systemair AC SAS in France. These four or three major entities that are in total a consolidated revenue in the last 12 months of EUR 69 million, comprising around 400 total employees and located in two manufacturing sites in Italy and in France.
The Panasonic setup for this would be that it's under the Panasonic Holding Japan, made by the Panasonic Holding in Netherlands, and directed to Panasonic Europe B.V. that would in Holland take care of these three entities after final. Switching to the slide number five, which I think is, for us, very important to explain and show the product offering of this acquisition. As you can see on the left side of this, Systemair is a company we're rather proud of having among the widest product offerings in our field in the business. We have everything within fans. We have Air Handling Units with and without integrated heat pumps, distribution products, over-dimensional ventilation systems products with and without heat pumps, fire safety solutions, heaters, air curtains, and the air conditioner business.
Within the air conditioner business, as shown here on this slide, we will remain in Systemair all the different products in our offering, though, as you can see in the box, those being part of this acquisition by Panasonic are the Chillers and Heat Pumps, the Water Source Heat Pumps, the Fan Coil Units, Rooftops, Close Control Units, and the accessories with these. These products will further on be included in long-term supply agreements so that the offering from Systemair to our customer will still be the same after this acquisition. Next slide number six. Just a little bit of the history, how we have come to this. The history of the partnership between Systemair and Panasonic started in December 2018. As you can see on the picture on the right side, Jerker Bergström, our Chairman of Systemair, and Mr. Takagi, the former Executive Officer of Panasonic.
We agreed on a strategic alliance to grow our business together. You see a little bit on the right side of this picture, the perfect synergy for cross-sell innovation, Panasonic and Systemair in our partnership here on the European market. In August 2019, Panasonic changed a little bit the HVAC company structure and also announced a change in leadership where Mr. Masaharu Michiura, the current President of the HVAC division, also committed to bolster the relationship, which at the end has led us to where we are today. From here, I'll switch over to the next, to the financial impact, and I hand over to Anders.
Thank you, Roland. Brief explanation of the financial impact for Systemair Group by this divestment. The price we are being paid here is EUR 100 million on a cash and debt-free basis. Since there are not much of external cash or debts in the companies, the cash flow effect of this transaction is similar to the price that we are getting paid. The preliminary calculated capital gain amounts to around SEK 450 million, but it's still very preliminary, and we need to come back to that when we do the closing here during the spring. The capital gain will be reported as an other operating income in our operating profit at closing in our, probably, our fourth quarter or our first quarter then, depending on when we will close this transaction.
Until then, Systemair air conditioning segment will be classified as an asset held for sale in our balance sheet until closing. This business that we are divesting is more seasonal than the normal Systemair business, where 60% of the sales in this segment is during our fourth and first quarter. Can also say that most of the sales is located to Western Europe, roughly 90%, 5% is in Eastern Europe, and another remaining 5% is in the other markets for us. We estimate them to close this subject to customary regulatory approvals and completion of necessary HR consultations, as Roland mentioned, also during the first half of 2023.
We go to the next slide number nine then, and this is the impact on our sales for the consolidated group then. Reducing sales from the AC segment is roughly 7% for the group. Since the profitability in this segment is lower than the average of the group, our operating profit is expected to increase by 2.4%-8.5% on an organic term basis. Since then, most of the purchase price is affecting the cash flow, we expect to lower our debts also from SEK 2.6 billion-SEK 1.6 billion, meaning that the leverage will go from roughly two down to 1.26 after the transaction has been completed. I hand back to you again, Roland.
Thank you very much, Anders. I think for that, we will open up the line for questions, ladies and gentlemen.
Thank you. If you would like to ask a question, please press star followed by one on your telephone keypad. If for any reason you would like to remove that question, please press star followed by two. Again, to ask a question, please press star followed by one. As a reminder, if you are using a speakerphone, please remember to pick up your handset before asking your call. Our first question today comes from the line of Carl Ragnerstam from Nordea. Please go ahead. Your line is now open.
Good morning. It's Carl from Nordea. Obviously, looks like a very nice divestiture. First of all, would you say that the divestiture will lead to any operational non-recurring items in Q2, such as advisory or similar, which will impact results?
Not in Q2. That will come later on at the closing, I would say. We don't see any big financial impact in our Q2 results from this transaction.
Okay, very good. Also, could you possibly give any flavor on the capital structure of Airwell and also give some, I guess, early indications on the preliminary divesture allocations?
Can you explain a bit further how?
How will the balance sheet look post divestiture?
Yeah, I mean, what we have here, we have two factors then. It's the building values and then, so it's book value of roughly EUR 10 million then in these two companies. The operation is financed internally through our cash pools, really. As I said, then we will let the cash flow effect is roughly the purchase price, and that will be used then to decrease the loans to start with for the group. That will be a positive effect then on the leverage.
Do you, as of now at least, foresee any regulatory risks with Panasonic buying these assets? I guess they have a very small presence in both France and Italy, right, with similar products of this, right?
That's correct, Carl. We don't see any real risk, no.
Okay, very good. The final one from my side is with your net debt EBITDA coming down one notch post-divestiture, what is sort of your view on the balance sheet and your leverage? Will you keep sort of a lower than historical leverage in order to be prudent ahead of a potentially at least weakening European construction market? Will you accelerate M&A to use the cash for maybe increased dividend? I know it's up to the board, but nice to hear your thoughts on it at least.
Of course, Carl, it's very nice to have a better leverage. We have, of course, as you know, as part of our strategy to also be very active on the M&A side. This of course gives us a good base to stand on.
Okay, that's very good. Thank you.
Thank you. As a reminder, if you would like to ask a question, please press star followed by one on your telephone keypad. Our next question comes from the line of Anna Wikström from Handelsbanken. Please go ahead. Your line is now open.
Hello, gentlemen. I have two questions. Basically, I'm a bit curious on the quite recent acquisition of Tecnair. Was that like when did it transfer to starting to rise? Was this sort of in your plan when you looked at that company in January?
Yes, Anna. That's a really good question. We actually concluded the acquisition of Tecnair almost fully when this opportunity came up, and we were approached by Panasonic. We understand the rationale for Panasonic seeing this acquisition to happen, Tecnair, which was a really good completion of the offering and of course, also a very good add-on to the operations in Ballabio, in Italy, to our factory. It actually made really well sense. Panasonic realized that and approached us in this process. It was not really our intention when doing the Tecnair acquisition to go in this way. It came afterwards.
That's very clear. Thank you. As you mentioned, your sort of M&A strategy going forward is quite ambitious. Because previously you've been able to look at companies such as Tecnair, what do you think your scope of M&A will be going forward as you are now trying to focus on the ventilation side rather?
Yeah. We are looking to strengthen our offering within certain applications and product areas. Of course, when you see the outlook for the European and maybe also North American markets, you have certain areas that of course will grow very well and be a part of the transition to the green levels. Here especially of course, indoor air quality, talking about all of possible fan applications, talking about residential ventilation with and without heat pumps. All of this scope will of course be in our interest for future.
Okay, perfect. That's all for me. Thank you.
Thank you.
As a final reminder, if you would like to ask a question, please press star followed by one on your telephone keypad. There are no additional questions waiting at this time, so I'd like to pass the conference back over to Roland Kasper for any closing remarks. Please go ahead.
Thank you, Bailey. Thank you, ladies and gentlemen, for joining our little call here for the explanations. Of course, any other questions arising, you're free to approach us at any time. We'll be very happy to answer those questions then. Otherwise, we'll hopefully see you here back at our quarter two report in December. Thank you very much from my side. Take care.
Thank you very much.
Thank you. This concludes today's conference call. Thank you all for your participation. You may now disconnect your lines.