Good morning, and thanks for joining this special conference call. Autoneum has signed this weekend an agreement to acquire the Trèves Group. It is an established supplier of automotive acoustic and thermal management solutions like Autoneum. Today, I am sitting here together with Bernhard Wiehl, and we will explain the strategic and financial rationale for this acquisition, and of course, what are the next steps towards closing. The key transaction highlights, which we will present in the first item, but we will also give an introduction to the Trèves Group, as well as present the financial rationale and the synergies. Of course, we will conclude with a summary and then give the opportunity for questions and answers. We believe this acquisition puts Autoneum in an even stronger position for the future by adding significant scale, capabilities, and geographical reach.
The combination of the two companies will create a business based on the pro forma 2026 accounts of more than CHF 2.9 billion. The enlarged new company will create significant operational, overhead, and procurement synergies. Overall, we expect those synergies to be more than CHF 50 million, and those will be fully effective from the third year onwards, being 2029. While in 2027 and 2028, we expect a normal ramp-up of those synergies. The related costs to achieve those synergies are estimated with CHF 60 million. As you can see, based on those synergies, we believe we have a very attractive EBITDA multiple post-synergies of 3.1x. And even more important, we expect with the transaction that the earnings per share will be already accretive from 2028 onwards.
At the same time, we confirm and reaffirm that we are committed to our financial discipline and our confidence to return back to the 1.5x EBITDA multiple. With that, we are confident that the acquisition will bring significant operational and financial benefits and strengthen the overall company performance. As a short introduction to the Trèves Group, it is a privately held company since 190-year-old family business, but it is also the fourth-largest player in our product segment. It has a good reputation on their products and their technology, has a global reach with a balanced customer portfolio, and generated last year EUR 720 million of revenue. It will complement Autoneum's manufacturing footprint, but also gives us access to some of the new markets, being Romania, Morocco, and a regional presence in Brazil, where we are currently not present.
As you can see, the company of Trèves adds meaningful scale to the overall Autoneum business, and it is very obvious that there will be significant amount of synergies. If you look also to the product and technology portfolio, the synergies are simply easy and visible, as if we, as Autoneum, would present a virtual car with our products. It looks very similar to the one of Trèves. Of course, all of the different product areas, Autoneum is also in active and also from the same technology point of view. However, Trèves has had a significant strength historically in the powertrain as well as the trunk area, where we are maybe stronger in the body and interior. So from that point of view, we believe it is a good complementary acquisition with clear synergies, and it will strengthen our capability to launch products and bring further innovations.
Regarding the consideration structure, we have an initial purchase price of EUR 40 million, and there is an additional potential earn-out of up to EUR 24 million. It can be zero, EUR 12 million, or EUR 24 million, depending on clearly defined financial KPIs related to the overall financial performance of the company, of the new company, as well as the delivery on all of the defined synergies. Even with delivery of all the financial synergies and the financial ambition, the maximum consideration will be EUR 64 million. Based on this, we believe the deal is generating significant value, is an attractive business case, as the multiple post-synergies is currently estimated at 3.1x. As explained before on the financial discipline, we ended the first half year just below 1.5x on the net debt EBITDA ratio. At closing, we expect this to increase to 2.0x.
At the same time, there is a clear visibility and roadmap that on the midterm, we will be able to come back quickly to the same number being less than 1.5x. From the upfront from existing available funds. At the same time, the existing debt of Trèves will be refinanced, and we have already secured an underwritten senior unsecured term loan of up to CHF 200 million. To focus on the synergies, as it is a clear synergy case which is generating the value for Autoneum, we have defined four strong levers. First of all, the purchasing. It's obvious that with the leverage on larger volumes, we should be buying better, best of best of the both companies, and leverage the increased volumes. And potentially even more important, the insourcing capabilities gives the opportunity for us to increase the utilization and capacity of Autoneum existing plants.
Traditionally, Trèves has bought their base material mainly externally, where Autoneum has this production capacity internally. So, from that opportunity, we would like to increase the vertical integration and improve the utilization. The third main lever is on SG&A. As presented before, it's clearly visible there is a significant overlap on the overhead, and not only overhead, but also all the different support functions where we believe this consolidation will provide significant synergies. Last but not least, the footprint, where consolidation and a better utilization will create a much better cost structure. All of those synergies together will deliver at least CHF 50 million. We believe it will be larger than CHF 50 million. We have already today a clear plan developed through the clean teams and have a high confidence in the delivery of the more than CHF 50 million.
And with this, we are also highly confident to bring the financial performance of the current Trèves Group to a similar or better level than the current profitability level of Autoneum. So, maybe a quick insight in the footprint details. As I mentioned before, of course, there is a footprint overlap and complementary footprint from the two companies. So, we will have the obligation and also the feasibility to do a consolidation of several manufacturing footprints. This will provide a higher capacity utilization, an improved operational efficiency, and a reduced structural cost. That is the one part. But the other part, explained before through the vertical integration, will also allow to, again, based on the existing footprint of Autoneum, increase the utilization, improve the efficiency, and reduce the structural cost, as we will be better loading our base material lines and supplying Trèves with our in-house base materials.
On top of that, the footprint also gives some growth opportunities. Today, Autoneum is not present in Romania, in Morocco, and has a partially covered country of Brazil. With the different sites of Trèves, we will have a better coverage, increasing our reach to 1.5 million additional vehicles, which are today not covered, and providing with that a competitive cost structure, close customer proximity, and the opportunity for additional growth. Regarding the timeline, we signed last weekend the definitive agreement to acquire Trèves. Of course, the formal approvals through the employee consultation and the antitrust regulation, we expect to take at least two months, potentially also three months, so that an initial targeted closing date would be in the first quarter of next year, or early of Q1 2027. Then, with the results presentation in March, we would also provide new midterm targets.
In summary, we can say that the acquisition is clearly and will be clearly value generating for Autoneum. The EPS, the earnings per share, will already be accretive from 2028 onwards. The combined company will exceed in revenue of CHF 2.9 billion already this year. The synergies, as explained before, of more than CHF 50 million, as well as that the purchase price with EUR 40 million and an earn-out of EUR 24 million. The, as explained, initial consideration purchase price of EUR 40 million will be paid for 80% in shares. We will use for that the existing and already approved capital band. Those newly issued shares will be handed over to the current main shareholders of the Trèves Group, which is the Trèves family, as well as Fonds Avenir Automobile, represented by Bpifrance .
Those shareholders will then become shareholder of Autoneum and have also agreed to a lock-up period of three years, as they believe in the rationale of the combination and the value-generating case of combining the two companies. As said before, closing is expected in the first quarter, preferably early first quarter of 2027. Before going to the Q&A, I would just like to underline and reiterate the fact that we, in July, showed an improved guidance for Autoneum on the free cash flow and the financial EBIT performance, and we continue to feel very comfortable with this improved guidance, which we gave to you in July. That being said, we would be happy to answer any questions you might have. For that, you will have two opportunities. You can just click on the text Q&A and type in your question.
When you ask the question there, we will have Claudia to moderate the questions, and Bernhard and I will answer them one by one. Or if you want to ask your question via audio, then you would have to click the audio Q&A button, raise your hand, and then we will activate your microphone so that you can ask your question via the audio line. Please make sure that you have also activated and allowed the use of your microphone through the Swisscom platform. So that being said, again, either via audio or via the text Q&A box. Thanks for your attention, and then we will hand over to Ulrike for the Q&A.
Yes. There's a long list of questions since we are having 141 participants. We start with the first question. How many percentage points will the EBIT margin of Autoneum lower through the acquisition in the year 2027?
Right. I think that's too early to communicate yet. I think first we need to make sure we get the regulatory approvals so that we can combine the two companies. For sure, the results from Trèves will be slightly dilutive to our current performance. As mentioned before, with the synergies, we believe that in 2028, the earnings per share will already be accretive compared to the standalone Autoneum case. And especially then in 2029, the full effect of all synergies should be effective, which brings, for sure, the profitability of the current Trèves Group equal or better to the current Autoneum performance.
Thank you. Do you expect the Trèves' business to reach the 6%-8% EBIT margin corridor earliest by when?
As mentioned before, I think we had the first half just close to the 6%. We are confident that with the synergies, Trèves will also reach this level. And with the improvements we see in the coming years, for sure, when the synergies have all been materialized, we will be in the target corridor also for the combined company.
Your 3.1x multiple is quoted after synergies. What does Trèves actually earn today before any synergies? Once I strip out the CHF 50 million or more of synergies, is there any EBITDA left?
I think we don't communicate on the financial performance of the standalone Trèves. It's a privately held company.
But what we can say, yes, it is positive EBITDA because the question was, is it left? We can clearly state they are low on the EBITDA, but they have a reasonable EBITDA, which is lower than ours, as said, but we are not allowed to disclose that private information in more detail at the moment.
Coming to next question. What is the current profitability of Trèves pre-synergies EBIT margin?
That relates to the same answer. EBITDA and EBIT is relating to each other, so therefore, please accept that we are not allowed to go more insights at the moment.
Next question. The upfront price is small at about EUR 40 million, but you also have CHF 60 million of restructuring costs and CHF 200 million loan for Trèves. What is the total cash Autoneum puts in 2027 to 2029 before the synergy arrive?
I think we said that also in the announcement that we have one-time costs related to that acquisition, and I think this is the range what we expect, as I call it, non-recurring restructuring-related one-time costs. But the payback, as said, is already on a good level, already accretive in 2029 with the EPS, as said before.
Is it fair to assume Trèves' profitability will meet your midterm target range, 6%-8% post-synergies?
Yes, that is correct.
Next question. What were Trèves' standalone EBITDA and EBIT figures for 2025, and what are the expected figures for 2026?
I think that was a similar question as before, so we do not provide further details than as Bernhard answered before.
The acquisition reminds of Borgers Automotive, which was also in distress. In that case, you first made sure the customer agree on new conditions. Does this also apply to Trèves?
No, I think at that time we bought the company out of bankruptcy. So in this case, it is different. The company, in that sense, is also not in financial distress. Of course, the financial strength of Autoneum is quite different. If you look to the financial performance, our debt structure is much stronger. I think we are one of the strongest in our industry segment. But again, there is no renegotiation of the prices upfront with the customer. We will have the discussions with the customers then after closing. But we believe the initial reaction of the customers will be positive on this transaction.
Will you book the provisions for the expected restructuring costs in half year two 2026?
No.
No.
They will be booked in 2027, 2028 based on the plans which have been developed to deliver the synergies.
But there is also, according to IFRS accounting, a clear ruling which we are at the moment not to meet with the acquisition and the timeline, therefore it is expected in 2027.
Could you provide a detailed breakdown of the expected annual synergy of more than CHF 50 million split between purchasing, insourcing, SG&A, and footprint costs?
Mm-hmm. Yeah. We will not, I would say, give the exact details, but we believe roughly each of the lever will contribute a third. So a third through the material side, whether it is purchasing or the insourcing, a third through the synergies on the overhead, and a third through the synergies on the manufacturing footprint. But again, we will not share the exact number of each of the different levers. But again, there is a clear plan which we have developed through the clean team, and then we are quite confident on those measures.
How much net debt are you acquiring with Trèves, or what is the enterprise value that you pay for Trèves?
I think for the financing, we mentioned the CHF 200 million, what we refinance. We don't go to more details. We also don't disclose at the moment the complete EV, but you can assume it is more than EUR 300 million.
What about the R&D centers of Trèves and Autoneum?
I think both have their strengths on their R&D centers, so we want to leverage the competence on both companies. Of course, we will evaluate where there is an overlap or potential synergies which we want to benefit from, which are clear and obvious based on our product portfolio. But we want to use the strengths of both companies as both, as I mentioned, have a good reputation in the industry and at the customer.
Do you have a repurchase option for the shares you give to the Trèves owners post-lockup?
No.
How big of a hurdle will the discussion with the unions, employee groups be, thinking of France specifically?
I think, first of all, there is an employee consultation process which Trèves will do in the next two months based on the current forecast. We will get also the employee representation feedback on the structure and the deal we are proposing. Second, I think Autoneum has managed several restructurings in the last three years, whether that was in France, England, Germany, Czech Republic, in a very constructive and relatively smooth way. We hope that we can continue and are confident that with the same approach, we can manage that also later for the combined company.
Then there's a question with four sub-questions, or three and a half. How much debt will you assume from Trèves? What is the phasing of the cost synergies, and is Trèves currently at EBITDA or EBIT break-even, or is it still loss-making? The fourth question, only part of it survived here.
Maybe just take the first.
How much debt will you assume from Trèves?
I think I said it already before. We refinance in total up to CHF 200 million. There will be the debt level is according IFRS higher, and you have also considered there is a leasing portion, as we have also leasing in our side, but we do not disclose the more detailed information at the moment.
What is the phasing of the cost synergies?
The phasing of the synergies will ramp up in 2027 and 2028. The more than CHF 50 million will be fully effective in 2029, and the exact ramp-up between 2027 and 2028, we cannot yet disclose. It depends on the execution of the different synergy plans, and we will, of course, share that over time with you.
Mm-hmm. Is Trèves currently at EBITDA or EBIT break-even, or is it still loss-making?
It is still profit-making. I just turn it around. It still is also not correct. They are profitable, also on EBIT, but we do not go to more details.
Okay. You aim to achieve annual savings of more than CHF 50 million, particularly by consolidating production facilities. How many plant closures and job cuts do you expect?
Today, we will not share the detailed plans. We have done the preparatory work. Of course, the employee consultation process will now be ongoing. We need the regulatory approvals, and then we will follow the normal process after closing on defining the execution plans on the synergies. Again, we have a pretty clear plan where and how to achieve the synergies, whether it is on the footprint consolidation or the overhead reduction, or also on the materials.
Mm-hmm. You will have a very high market share in some geographies. Do you expect any dis-synergies and pushback from customers?
There might be some pushback on a few customers, but the few is really one or two. I don't expect a significant pushback because at the end of the day, the OEMs also want to secure a competitive and strong supply base. With the new Autoneum, I believe that they have secured that, so the Trèves-Autoneum combination. Of course, we'll have to look what the individual market shares are. We are a strong player, but there is sufficient competition in the industry, and I think the consolidation is a required mean for the long-term success of the tier one industry in Europe.
Mm-hmm. How many new Autoneum shares will be issued to finance the transaction, and at what issue price will these be allocated?
All right. Those have not yet been determined. Because of the EUR 40 million purchase price, EUR 7.5 million will be paid in cash from existing funds, and EUR 32.5 million would be paid in shares. But there, we will have an average share price based on a certain period of time before closing, so that the exact number of shares will be then determined at closing.
After two acquisitions in China, does this acquisition now show that you still have confidence in Europe and the newly entered markets? Is there anything more in the pipeline for China?
I think, first of all, we have strategically done our job in China with the acquisitions, and we see the success in China through a significant order intake, especially with the Chinese OEMs. With that, we are now number two also in China. The Trèves acquisition is a further consolidation of the industry, which we said fits perfectly in the strategy as we look opportunistic for opportunities to consolidate and value-generating cases. We believe that is the case, and we believe in our product segment and in our, say, industry, because all the challenging messages you might get in the press through the transition to electrification or the pressure of the Chinese car manufacturers, all of that for us is, I would say, not critical because we supply our components to any type of vehicle, whether it is an electric vehicle, a hybrid, or combustion engine vehicle.
With the increased share of the Chinese car manufacturers, we are also benefiting from that as we are very strongly present now in China. So we believe in our product segment, and we are confident in the long-term success.
Trèves had to refinance its debt at the end of 2025, extending the repayment of some loans until 2028. Was the company under financial pressure when you entered into the acquisition negotiation?
I cannot answer. I do not know. I think everybody has pressure in the industry.
I think they had a refinancing done and secured. Therefore, I have no further details, but I think that was done and executed. Therefore, we don't see it critical.
Okay. Are the CHF 50 million of synergies coming in linearly or back-end loaded?
I would say it's still difficult to give exact detail. I would say it will follow the classical curve of implementation. But again, I would ask to be a little bit more patient till we can share more details on the timing of the synergies in which year. But again, the more than CHF 50 million, we are very confident on this number.
For 2029.
For 2029, fully effective, yeah.
What are the top-line growth prospects for Trèves', comparable to Autoneum in the respective regions, or different?
I think also Trèves has a growth plan. Of course, we need to cross-check the growth of both companies to avoid any potential double counting, but also Trèves had an ambitious growth plan like Autoneum has. That's, we have to do an analysis what the combined company will deliver on, and that's why we will also update our midterm guidance, because initially, we had the CHF 3 billion, or then based on the exchange rate and the translation impact of the Swiss franc to EUR 2.7. Now, this year, most likely, we will end already above CHF 2.9 billion. So we have to revisit our midterm targets, and we will do that latest then in March.
Can we assume that more than CHF 50 million synergies are less than CHF 60 million? Because otherwise you would have mentioned more than CHF 60 million.
Hmm. I don't know. It will be more than CHF 50 million, yes. Let's wait and see.
The most important is, we have to strive for a cost-competitive environment, especially in the markets also in Europe and in North America, where we also rightsize our workforces over the years to the new volume reality, and we did it very successful and without a big noise. This goes along with it. Therefore, we adjust our cost structure, and we continue on that. Also on the Trèves side, the synergies come in also that overall we have not only the synergies, but also then later on a very cost-competitive structure to compete within the competitors, but also to be, I would say, competitive versus entering Chinese. Here we are confident.
Okay. Once all synergies have been realized, do you expect Trèves to reach a margin broadly in line with Autoneum, around 6%?
That's correct.
What do you expect the phasing of the synergies to look like? Probably a hit in 2027 and more in 2028, 2029?
I think we answered that before, that in 2026 there is no hit. We do not accrue for any of those synergies, so those will be the cost of implementation will be in 2027 and 2028, and the ramp-up of the synergies will also be 2027, 2028, and fully effective in 2029.
Mm-hmm. Given that Trèves' EBIT margin is below 6% and the acquisition is expected to be EPS accretive only from 2028, could you explain how the 3.1x multiple is derived?
I think the 3.1x multiple is derived based on the current EBITDA performance, as Bernhard explained, which is already positive. Also their EBIT performance is positive. But then to add the synergies, and then come to a 3.1x multiple to the enterprise value we have estimated and used for the business case.
You mentioned a total enterprise value of more than EUR 300 million. Does this number include the earn-out?
Correct. It does include.
What does the whole acquisition mean for Trèves employees? Have they been notified?
They have been notified, and there will also be the employee consultation process.
Aside from today's transaction, how will IFRS 18 affect your reporting? Main impacts and changes are enough. Will you continue reporting EBIT targets?
I think we face, as each public listed company recording IFRS, this challenge, but we will continue with this performance indicators EBIT. Even it's not, there may be a different EBIT ruling according to IFRS, but we will do that as APM, therefore, yes.
Can you share a bit more about the regional split of Trèves?
I would say their main markets are Europe and North America. They are also present and complementary to our footprint and business in South America. In China, they are relatively small. I will not give exact numbers, but that is the rough distribution.
You said Trèves is profitable even on EBIT, but the price you pay is rather low, so what's the catch?
I think there is no catch. It's a synergy case. I mean, automotive is a tough industry, and I think we're happy that the Trèves family and Bpifrance both recognize the benefit of consolidating in the industry, and that's why they also are supportive of bringing the two companies together. It shows also their confidence by becoming a shareholder of the new Autoneum. We believe it's a very simple value-accretive deal.
Okay. How will the current JVs and partnerships of Trèves in different countries be impacted?
We have acquired, or we have the agreement for the acquisition of the Trèves Group, including all of their joint ventures. We would, of course, have an interest to continue with the complete Trèves Group, including all of their joint ventures.
Do you expect any issues or obstacles from the antitrust office?
We have done a pre-filing, and until now, there has been no significant critical questions, respectively, no roadblocks identified. We have to wait for the final evaluation.
Who initiated the transaction, the Trèves shareholders?
I think it is a combined effort, where some of the discussions have been quite intense and already over a longer period of time. We are happy that we were able to conclude last weekend.
These were all questions writing so far. I see one person dialed in via phone. Operator, if you can open the microphone of that person, and then if the participant can open its microphone, then we can hear you.
Good morning, everybody. This is Walter Bamert from Zürcher Kantonalbank. Can you hear me?
Yes, very well, Walter.
Good morning.
Perfect. Good morning. Can you say something about the quality of the plants and the equipment?
I would say limited, because, of course, today, as Trèves is one of our main competitors in the market, we had to follow the strict guidelines through the clean team approach. But we know that from the customer feedback in general in the last years, Trèves has good products, good technologies, acquired quite some new products, and has had several launches. So, I would expect them to have a reasonable to good footprint. Of course, we have some insight overall in the industry, so that is why we know that they are not so much vertically integrated as we are, but have overall a relatively good manufacturing structure.
Does this acquisition form a small setback in your monomaterial trend?
No, not at all. I mean, we supply, for example, the Neue car range with the fully recyclable 100% polyester carpet. And I know that the company Trèves also supplies such a fully recyclable 100% monomaterial carpet to their customers. So, it, I would say, continues to build on the same philosophy, and we can leverage the innovation strengths of both companies there.
When will you be ready for the next big acquisition?
I think for now, we focus clearly on making this deal after the regulatory approval a success. We are happy to do the consolidation. We always said that we want to generate value, be opportunistic when opportunities do arise, which is a clear opportunity for us now. I think for now, we are good. We just want to deliver as we did in the last year. We just promise what we deliver, what we promised.
Okay. Can you give us some background on the Fonds Automobile? I am not familiar with it.
It is a fund which has been created by the French state after the financial crisis. This Fonds Automobile is managed by Bpifrance, which is a state bank. I think in the heydays of the financial crisis or after the financial crisis, they had participation into more than 30 automotive tier one companies. Since then, they have been a shareholder since the financial crisis in the Trèves Group together with the family. They are still one of the main shareholders together with the Trèves family. You see also their long-term intent. Again, they will continue to become then a shareholder like the Trèves family, but also this Fonds Automobile managed by Bpifrance in the new Autoneum shareholder structure.
Last but not least, in the press release, we also noted that they will apply for a seat in our board of directors, and we would also recommend them in the next general assembly to elect a representative of Bpifrance to our board of directors.
Yeah, I come to my last question, which is regarding the pro forma net debt EBITDA figure for year-end of 2.0. You calculate that with your existing debt, the acquisition debt, and the acquisition payment, including earn-out, I assume?
Mm-hmm. That's correct.
The EBITDA is the pro forma figure of combination of Autoneum existing plus full year of Trèves plus the synergies, or without the synergies?
Correct.
With or without the synergies?
The earn-out will be paid in case the EBITDA performance of Trèves remains as is, plus our EBITDA, targeted EBITDA, plus the synergies.
You calculate that the leverage level at this year-end pro forma, including the synergy effects and also including earn-out then?
Yeah, when they occur over the timeline. We made a certain assumption for sure when the synergies will arrive, but also on the one-time cost when they arrive. Therefore, in the leverage is not going up, up. This is correct.
Yeah. The EBITDA is calculated including those CHF 50 million pro forma?
Yeah.
Good.
Yep. Good. Thank you. Then we have two more questions in writing. Do you expect plant closures or layoffs possible also in Switzerland?
I would say Autoneum has one plant in Switzerland, in Sevelen. It is a very good and very successful plant. I do not expect any direct impact to that, especially as Trèves is not at all present in Switzerland.
Do you still expect that the sales of new cars will increase in the next years, or will the market be stable or even shrink?
I think here we follow the general S&P data, where there is a slight growth plan, so +1%, I would say, on average for the next years to come. But again, for the business case, we talk here about the acquisition of the Trèves Group. It is not a growth case. It is a synergy case where we can generate value. If the market would grow 1% in addition, that would be a positive additional benefit for our case, which we presented today.
So far, this was the last question in writing. We have 16 more minutes in our call. If anybody wants to ask an additional question, also no question in the audio line.
If there are no more questions, then thank you very much for the large participation and the many questions. We will keep you informed on the progress and the next steps. Thank you very much for your attention. Have a good day. Bye-bye.
Thanks a lot. Goodbye.