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M&A Announcement

Apr 7, 2022

Operator

Ladies and gentlemen, welcome to the Datwyler Conference Call and Live Webcast. I'm Andre, the call's collaborator. The conference must not be recorded for publication or broadcast. At this time, it's my pleasure to hand over to Mr. Dirk Lambrecht, CEO. Please go ahead, sir.

Dirk Lambrecht
CEO, Datwyler

Yeah, thank you very much. Welcome to our today's call. My name is Dirk Lambrecht, and I'm sitting here together with Walter Scherz, our CFO. First of all, thank you very much that you have, let me say, joining here our call with such a short notice. We are very pleased that so many people are here with us. We are very pleased to explain in person our strategic rationale for the planned acquisition of the company QSR during this call. Let us start with an introduction to the company of QSR. Already by looking at the pictures from QSR, you will notice that there are many similarities to Datwyler. QSR is a leading supplier of high-quality seals and components for industrial electrical connectors made of silicone.

In 2021, QSR achieved sales of $164 million at five plants in the U.S., Mexico, and China. QSR employs 1,250 associates. QSR was already founded in 1966 and has a really strong track record. The company holds high market shares, generates strong profitable growth, and will immediately be accretive to our business. QSR features an identical business model, similar competencies, system-critical components, and complementary markets. QSR's distinctive competencies include leading material expertise and engineering capabilities, an in-house mold shop and mixing facilities, a sophisticated testing analysis lab, and a highly automated production. All these competencies are very similar to Datwyler's core competencies. QSR's main product group is system-critical seals and components for electrical connectors. The offer includes grommets, overmolds with two components, ring seals, and cable seals.

With this product group, QSR achieves some 80% of its sales. The remaining 20% of sales come from ignition insulators. QSR holds leading market positions in several end markets such as mobility, industrial, consumer, lighting, and solar. With around 60% of its sales, light vehicle is the largest and most important market. QSR estimates that more than half of the electrical connectors in current U.S. electric vehicle models have QSR seals. Here you see the five QSR plants in the U.S.A., Mexico, and China. Because of this setup, QSR generates some 90% of its sales in North America and Asia. This has really two positive implications for us for the future. The planned acquisition of QSR by Datwyler will accelerate the development of a more geographically balanced portfolio for both companies.

Datwyler's strong presence and established sales network in Europe represents a major opportunity to increase QSR product sales in Europe. QSR serves the end market as described before, through supplying its seals and components to the world's largest connector technologies companies. QSR has long-standing and close relationship with these globally active customers and is frequently the leading supplier. QSR has been supplying some of its customers for more than 30 years without any interruptions. One of the main reasons why we plan to acquire QSR is a very attractive growth potential the company would enjoy in the coming years. Independent market research forecasts a 9% annual growth rate in the coming years for electrical connector seals, ECS.

The drivers of this growth are mega trends such as Internet of Things with connectivity of devices, Industry 4.0 boosting automation, transition to electrified vehicles, autonomous driving, and many others. Today's electrified cars, for example, contain 250 or more electrical connectors. The majority of these connectors contain a silicone elastomer seal for a reliable lifetime functionality. Electrical connectors are already used in many industries. In the future, more industries will start to apply electrical connectors. At the same time, the number of electrical connectors used will increase in most industries. Additionally, the harsh environment in which the electrical connectors are used will increase the demand for system-critical seals and components to protect the connectors. Electrical connector seals safeguard connectivity in harsh environments, prevent severe consequences from connection failures, and at the same time, they only contribute a small portion to the system cost.

This is another important similarity to our products of Datwyler . The beauty of the planned acquisition of QSR is the attractive growth potential, combined with the ideal fit in terms of strategy, core competencies, culture, and geographic presence. As described, the markets served are underpinned by relevant mega trends. We see attractive cross-selling opportunities for our two existing business units, Mobility and General Industry. Just as Datwyler, QSR offers system-critical components for high-demanding application and relies on distinctive core competencies, especially, and that is very important, on material expertise with silicone rubber. Thanks to its leading market position and the long-standing and close relationship with the global connector technology companies, QSR has achieved profitable growth for many years. With the acquisition of QSR, we will combine two complementary companies with a common strategy and significantly accelerate that product transition to electrified mobility.

Together, the two companies can open new product segments and sales markets for each other. Our CFO, Walter Scherz, will now provide some additional information on the transaction. Walter, please proceed.

Walter Scherz
CFO, Datwyler

Thank you very much. Hello, everybody. A warm welcome also from my side. In our due diligence, we have carefully analyzed the potential of QSR and the growth trends of the sales markets with the support of external specialists. We actually came to the conclusion that QSR has a strong track record of profitable growth and is well positioned to benefit from attractive future growth opportunities in its markets. Since 2012, QSR has grown with an above-market average annual rate of 9%. Also in the challenging years, 2019 and 2020, you remember those years, I'm pretty sure, QSR managed to outperform the relevant markets. The downturn in the pandemic year, 2020, was lower than the market, and the 30% recovery in 2021 was significantly above the market.

As you have seen in the press release, in 2021, QSR generated sales of $164 million and an Adjusted EBITDA of $44 million. Both figures are significantly above pre-pandemic levels. Based on our analysis, we are convinced that the relevant markets will grow at an annual rate of 9% in the coming years. This attractive business case of QSR leads to an enterprise value of $625 million. To finance this acquisition, we will use existing cash reserves and third-party sources. Here on that slide, you see our proven organizational structure to provide system-critical components to attractive global markets. During the past two years of pandemic and supply chain challenges, the increased market focus of our organization has proven itself.

To leverage that promising potential of QSR, we will integrate the new company as an independent business unit in the Industrial Solutions business area. Here you see that on the upper right of the business unit Industrial Solutions. While driving the QSR business in its current markets, we will foster the cross-selling with the existing Mobility and General Industry business units. As with all our business units, QSR will benefit from the services of our group function, Technology and Innovation on one side, and finance and shared services on the other side. Let me summarize what has been said already in a short slide here. QSR market position. QSR is a leading global supplier of system-critical electrical connector seals. They have unique competencies in materials, engineering, tooling, and production. They have a close relationship with the world's largest connector manufacturers.

Last but not least, a broad portfolio of complex seals and components. The overall market growth, which you here see in the middle, is expected at an average annual rate of 9% for the coming years. When we talk about strategic priorities, we want to penetrate the existing markets. We will be boosting sales in Europe with strong Datwyler, with a strong Datwyler sales network. We'll have leverage or we'll leverage cross-selling with Datwyler business units, Mobility and General Industry, and in the end, open up new market segments. With that summary, I would like to hand over to Dirk. Dirk?

Dirk Lambrecht
CEO, Datwyler

Yeah.

Walter Scherz
CFO, Datwyler

Again, you heard.

Dirk Lambrecht
CEO, Datwyler

Thank you very much, Walter. Yeah, I would like to conclude our presentation and let me summarize the five elements of our investment proposition. You will see that will also perfectly apply to QSR. We focus on system-critical elastomer components. We offer superior customer value based on our recognized core competencies. We have leading positions in markets driven by megatrends. We are dedicated to talent development and sustainable growth, and we have a track record of strong performance and financial stability. I'm convinced that with the acquisition of QSR, we will further strengthen our foundation and accelerate our profitable growth. Yeah. With that, I would like to thank you for your attention. Now Walter and myself are happy to answer any questions now. Please. Now the line is open, and we already see some questions coming.

I think Michael, yeah?

Operator

The first question comes from the line of Michael Inauen from Stifel. Please go ahead.

Michael Inauen
Senior Equity Analyst, Stifel

Good afternoon, everyone. Hi, Dirk and Walter. I have a couple of questions. I try to group them in two areas, maybe on the business in general. I will just ask them, and you can of course answer afterwards. Can you just tell us how much of the automotive revenues are still combustion driven and not EV? And who is actually the client? To whom do you sell? To the connector producers or for example, to the tier one supplier in automotive? That would be just on the business and on the numbers. Quickly, I saw that you were referring to Adjusted EBITDA numbers at QSR. I was wondering what adjustment and what's the unadjusted number.

On the margin also, what's the potential there? I mean, it's really high, almost 27% EBITDA margin. Is there still potential thanks to the shared services that Datwyler also offers now with technology, innovation, finance and so on? Or is that, if I wanna be provocative, I could say, is the company underinvested and everything has been squeezed out in the last year? Or how can we maybe look at that? That's just for the number parts. Thanks.

Dirk Lambrecht
CEO, Datwyler

Yeah. Okay, Michael, but that is a lot of questions, so maybe we need one.

Michael Inauen
Senior Equity Analyst, Stifel

Yeah, sorry. Sorry for that.

Dirk Lambrecht
CEO, Datwyler

No, no problem. I appreciate the answer. No, I think first of all, our customer, we have to remind you, we have just the signing and not the closing.

Michael Inauen
Senior Equity Analyst, Stifel

Yeah.

Dirk Lambrecht
CEO, Datwyler

Yeah. First of all, I think the customer portfolio, what we have here, especially, for this major part of this business, what we are looking for is, customers like Amphenol, TE, Molex, and such customers. That means which are producing such connectors. Of course, they are using as well other distributors to bring their products to the market. Depends on the market, yeah.

Michael Inauen
Senior Equity Analyst, Stifel

Mm-hmm.

Dirk Lambrecht
CEO, Datwyler

For the insulators, as you asked for, I think there we have as well customers like Bosch. That is the only customers for such type of insulators where we have some overlapping. That means we as well at Datwyler, we are producing such elements, products in our portfolio, for example, in Brazil or in Germany. There will be some opportunities in the future, to bring such, let me say, product portfolio, together. I think that is that will be around 10%-20% of the total turnover. When it comes to the share, again, let me make very sure with the light vehicle, I think that is around 50%, it's around 50%.

Even from time to time, it's not so easy to identify where the products are going in because as I mentioned, this customer is not always saying exactly where their products are going in. That is the best guess, what we figured out in the data which was provided to us. This rationale, what we have with several companies, we work with several companies to evaluate what would be the market growth in the future, not only with one. We have three independent opinions where we came together and what is the growth rate for the near future. The other one is the IC&T. I think it's quite important to understand, which is around 25%-30% of this business. That is in the direction of industrial, commercial, and transportation.

That is not light vehicle, yeah.

Michael Inauen
Senior Equity Analyst, Stifel

Mm-hmm.

Dirk Lambrecht
CEO, Datwyler

We have other applications like in the marine or aerospace and so on. I think there's a wide field, and even I have to say, what is the chance for the future? There is as well a future white space which is not covered today, which we would like to go deeper in, but it's too early to give you more information. I think that when we are having the closing, then of course we will together with the people we can look deeper into this applications for the future. Yeah. I think, Walter, would you like to move forward with some information on the-

Walter Scherz
CFO, Datwyler

Yes, exactly. You basically asked Michael just to recap for which costs was the EBITDA adjusted. Here we can say the majority of the adjusted costs, not all, but the majority are one-off costs incurred by transferring products from the U.S. plants to the plants in Mexico and China. About the details, we do not disclose the details about this, certainly not until closing. Those are the 2021 figures, as you rightly said. When we talk about, you know, 2022, is what will the margins look like. Keep in mind, you know, there will be one-time costs from the acquisition and also further product shifts. There will be an adjusted figure in 2022 as well. Then, I mean, that's an accounting gimmick, right?

At the end of the day, you also need to adjust for the fair values, examples, inventory, when you talk about the acquisition opening balance sheet. From the years to come afterwards, our goal is to reach the current values with the reported EBITDA margin of the QSR business. I hope that answers at least part of your question. With that, I would hand over back to Dirk. No, you actually already answered that.

Dirk Lambrecht
CEO, Datwyler

I already answered that.

Walter Scherz
CFO, Datwyler

Wonderful. Let's move on.

Dirk Lambrecht
CEO, Datwyler

Yeah. Okay. Michael, I think there will be further challenges, opportunities in the future to go more on the detail.

Michael Inauen
Senior Equity Analyst, Stifel

Yeah, that's great. No, that's fine.

Dirk Lambrecht
CEO, Datwyler

I think that is a first glance about the different markets and what we expect here. Yep.

Michael Inauen
Senior Equity Analyst, Stifel

Yeah, that is truly fine. Thank you very much, Dirk. If I understood it correctly, you don't know exactly what goes into combustion and EV. Is that correct? In the light vehicle, you don't know what is actually-

Dirk Lambrecht
CEO, Datwyler

Yeah, I think we know, but we are knowing the range. I think we expect in the light vehicle sector, as I said, is 50%-60%.

Michael Inauen
Senior Equity Analyst, Stifel

Okay. Got it.

Dirk Lambrecht
CEO, Datwyler

The majority, as I said in my presentation, a typical battery electric vehicle has

Michael Inauen
Senior Equity Analyst, Stifel

Mm.

Dirk Lambrecht
CEO, Datwyler

Over 250 connectors in such a car. Of course, that is a multiple of what is in the standard car, beyond a hybrid car. That is what I-

Michael Inauen
Senior Equity Analyst, Stifel

Okay.

Dirk Lambrecht
CEO, Datwyler

Let me say, you know, this company is as well serving, maybe not name, not mention the name, but the most successful companies in the world when it comes to battery electric vehicles. Okay?

Michael Inauen
Senior Equity Analyst, Stifel

Great. Thank you very much.

Dirk Lambrecht
CEO, Datwyler

Yep, you're welcome.

Operator

The next question comes from the line of Christian Obst from Baader Bank. Please go ahead.

Christian Obst
Equity Analyst, Baader Bank

Yes, good afternoon. Thank you for taking the question, of course. The first one is, can you give us an idea how much is the goodwill from the price you are paying for this kind of acquisition? I have a second one. It goes to some kind of personnel costs. What do you expect here? There is a split between the USA and in Asia. When it comes to sales per employee, it's close to the figure you achieve in your industrial business. When it comes to EBIT per employee, it's approximately your average. Double the figure you reach in your industrial business. Is there some kind of a risk that with increasing personnel costs that this margin might decline? Another question is, why is the QSR business so much more profitable than your industrial business?

Can you give us an explanation here? Thank you.

Walter Scherz
CFO, Datwyler

Hello, Christian, this is Walter. Well, an idea on goodwill. You are aware, yes, there is an idea. Let me say a range, CHF 450 million-CHF 480 million. However, that will actually depend on the closing figures, right?

Christian Obst
Equity Analyst, Baader Bank

Of course.

Walter Scherz
CFO, Datwyler

We know that it's a moving target at the moment, but this will be approximately a range. When it comes to increasing personnel costs, we don't see that actually. I don't know what you are referring to. You basically say, well, I did not necessarily get that question. You say, well, if there is increasing personnel costs, their margins will go down. Yes, I can confirm that would be the case. We don't see why personnel costs would go up.

Christian Obst
Equity Analyst, Baader Bank

Okay. It's already starting in the U.S. and in Asia that we see an acceleration of personnel costs throughout many industries. If you're not affected, fine. Okay, I take it as that.

Dirk Lambrecht
CEO, Datwyler

Christian, maybe can I add something to that, just to help you? Because that is something which is part of every company currently in the market. The inflation is quite high on costs, and therefore you have to bring this cost through to the customers. You cannot cover that via productivity. That is the reason why they as well went through price increases over time and bring it to the customers. That is similar to what we have. Let me say, you have some lagging effects with that. But what I understood so far, they were quite successful with covering the prices from this perspective, and that is what we are doing with our business here as well.

You ask another question, and that was with regard to our margin in Industrial Solutions, why they are having a higher margin. Yeah, that is a good question. I assume that is here, let me say the product portfolio, they are very focused, and we have to see they meanwhile have relocated the most of their product quite successfully to China and to Mexico. That means their personnel costs related to the turnover is on a good level. We still have a couple of facilities which are serving the European market with all the difficulties which we have seen in the last two years.

There, let me say, we will dive deeper into that topic, but what we see today makes him quite confident that they have a very strong position there.

Christian Obst
Equity Analyst, Baader Bank

Okay. Two additional questions, if I may. First, can you give us an indication why they have sold such a profitable and fast-growing business?

Dirk Lambrecht
CEO, Datwyler

I know that is in private equity and I know or there was or there is still since eight years and typically such periods are below that. If you would like to have the direct answer, maybe you should ask 3i. I can't help you with it.

Christian Obst
Equity Analyst, Baader Bank

Okay. Thank you. In the end, this leads to another question. Of course, private equity is selling when they say, "Okay, my cash flow profile might deteriorate a little bit." Can you give us some kind of a CapEx idea which you need for QSR going forward? This is the last question. Thank you.

Walter Scherz
CFO, Datwyler

Thanks a lot. That one I'll take over, Christian. You know, when you talk about CapEx, I think, or we believe that, you know, QSR is actually appropriately CapEx. Obviously, there are a few opportunities which we see going forward. You know, when we talk about our guidance for the CapEx that we gave, that will be certainly within the guidance that we gave. There will be no addition in this moment in time. What will become a kind of investment is certainly the IT environment, where we believe that we want to have the data standard. This is certainly an investment that will come.

Other than that, we are quite confident that we will cover that in the normal course of the guidance of our CapEx.

Dirk Lambrecht
CEO, Datwyler

Yes.

Christian Obst
Equity Analyst, Baader Bank

Of course. Combining IT makes sense.

Dirk Lambrecht
CEO, Datwyler

Yeah. Yeah.

Christian Obst
Equity Analyst, Baader Bank

Thank you.

Dirk Lambrecht
CEO, Datwyler

Finally, we do not see currently that is an under-invested company. I think this.

Christian Obst
Equity Analyst, Baader Bank

Okay.

Dirk Lambrecht
CEO, Datwyler

I think from that perspective, we were quite happy to see that. Yeah.

Christian Obst
Equity Analyst, Baader Bank

Yeah. Perfect. Very good. Thank you very much.

Dirk Lambrecht
CEO, Datwyler

Thank you very much, Christian.

Operator

The next question comes from the line of Richard Frei from ZKB. Please go ahead.

Richard Frei
Senior Equity Analyst, ZKB

Good afternoon, gentlemen. Thanks for taking my questions.

Dirk Lambrecht
CEO, Datwyler

Hello, Richard.

Richard Frei
Senior Equity Analyst, ZKB

Just probably also looking quickly back to the history of QSR. Do you know a bit what the reason was that they ended up at private equity? Additionally, I guess you have a bit of an idea how healthy the balance sheet looks like. Might you just provide us some flavor on this. Last but not least, the enterprise value of $ 625 million seems to be a bit of a moving target. Are there discussions regarding earn-outs? What might we expect regarding ups and downs of the prices probably also affecting then the goodwill of CHF 450 million-CHF 480 million you have just mentioned. Thank you.

Dirk Lambrecht
CEO, Datwyler

Yeah. Let me start with your first question, why the company finally ends up in private equity. At that time, that was as well, if I remember other companies in place, even we had looked to this company in 2014. That is not the first time that we are looking for this company. At that time, that was a Q Holding Comp which has a couple of different, let me say, products and markets in the portfolio. Honestly, why that finally ended, I can't tell you exactly, but I assume they gave the best price at that time. Yeah, further for the

Walter Scherz
CFO, Datwyler

Thank you very much for the two questions, Richard. You know, does QSR have a healthy balance sheet? Yes, we think so. We did a conscious, very deep, kind of due diligence, and we think it's in a good condition. Obviously, you know, the seller, 3i, they are a very reputable company. We also think that, from that perspective, they don't provide a company with, you know, not a healthy balance sheet. We are quite happy with that. The last question about the goodwill or how do the closing price mechanisms look like, I am not allowed to disclose all the details, Richard.

However, you can assume that, you know, the normal closing price mechanism that you would see, like, net working capital adjustments, stuff like that is there as well. Obviously, you know, the next months

Will actually define kind of how that target moves and how, you know, it will be in the end of the day kind of finalized.

Richard Frei
Senior Equity Analyst, ZKB

Okay. If I may, an additional question on the financing of the transaction. Besides the cash you have at hand, you've mentioned like third-party loans. Can you give us some more insights there, or is that also not to be disclosed?

Walter Scherz
CFO, Datwyler

No, that's, I mean, I cannot give you much more, right? In the end of the day, it's a liquidity reserves which we have on our balance sheet and kind of a bridge financing. There will be a bridge financing by kind of a reputable partners that we have. After the bridge financing, as you know, there will be a takeout period. This is obviously something that we start working on, you know, right now, and we'll have a clearer picture with the closing.

Richard Frei
Senior Equity Analyst, ZKB

Okay. Thank you very much.

Dirk Lambrecht
CEO, Datwyler

You're welcome.

Walter Scherz
CFO, Datwyler

Thank you.

Operator

The next question comes from the line of Daniel König from Mirabaud. Please go ahead.

Daniel König
Senior Equity Analyst, Mirabaud

I have two, three questions. First, I was wondering, are there any synergies in terms of costs with QSR? I was wondering, you were rather relaxed in terms of salary inflation. Can you tell me how many of the employees are actually working in the U.S.? Because I'm kind of surprised. A week ago, Georg Fischer mentioned that they were worried about the plant in North Carolina, and you are rather relaxed. Can you tell me how many employees actually work in the U.S.? Because there seems to be-

Dirk Lambrecht
CEO, Datwyler

Yeah.

Daniel König
Senior Equity Analyst, Mirabaud

Inflation there. Thank you.

Dirk Lambrecht
CEO, Datwyler

Yeah. Let us start with that. I think that we have around 350 persons working in the U.S. By the way, maybe Daniel, maybe you got the feeling, but I'm not relaxed with the price increases, honestly. That is quite a challenging situation, I think to all companies, meanwhile. What I said, as long as you have a product portfolio in which we have a clear position in the market, and you have enough, let me say, power and strict management, you have to pass through such cost increases to the customers. Today, there is no other way. There will be price rounds to cover that as best as possible.

We not only have the personnel costs, we have as well raw material prices, energy, and so on. I think that is maybe that was a wrong impression, but I'm not relaxed. I think-

Daniel König
Senior Equity Analyst, Mirabaud

Okay.

Dirk Lambrecht
CEO, Datwyler

We can manage that. Okay?

Daniel König
Senior Equity Analyst, Mirabaud

Okay.

Dirk Lambrecht
CEO, Datwyler

Yeah.

Daniel König
Senior Equity Analyst, Mirabaud

Not hyper nervous.

Dirk Lambrecht
CEO, Datwyler

Yeah. Yeah, of course. I'm never getting nervous. When it comes to the synergies, yeah, there are synergies, and we see really some good synergies, but which we have identified. We have that in the business plan. We will not disclose it today or in the days, because we would like to have first of all further discussions with the people after the closing just to confirm that what our assumptions are and they're going in the right direction. There will be synergies coming on one hand, mainly in the area of, as we said in one of our presentations, cross-selling activities, yeah. Give you just one example. We are meanwhile a big producer of O-rings and they, in their customer base, need as well such type of parts.

Today they were not able to offer that. In the future, for example, that could be one of the big opportunities. Then we have other samples of products. When it comes to the production portfolio, of course, we will think about how we can better leverage our facilities in the different regions and how we can bring the right product portfolios together. I think that is something what we will analyze more in detail when we have better access to the people. We have a plan for that. Let me say that in this way, and we can tell you more after that, with the half year results. Okay?

Daniel König
Senior Equity Analyst, Mirabaud

Okay. Thanks a lot.

Dirk Lambrecht
CEO, Datwyler

You're welcome. Thank you, Daniel.

Operator

The next question comes from the line of Sebastian Vogel from UBS. Please go ahead.

Sebastian Vogel
Senior Equity Analyst, UBS

Hello, and good afternoon. I got three questions. The first one is more on general Datwyler specific. What sort of minimum cash you need to run or you need to have to run your operations at Datwyler? That would be the first question. The second one would be if you can give us a bit of a rough indication of how the margin profile of QSR was looking before the years of 2022. I don't mean that you need to give us exact numbers, but that you have a bit of a better feeling how much volatility we can see in this, in the margin profile. The last one would be can you help us understand a little bit more the D&A intensity of the business of QSR? That would be great.

Dirk Lambrecht
CEO, Datwyler

Would you like to start with the cash?

Walter Scherz
CFO, Datwyler

Sure, yes. Exactly. Hello, Sebastian. Well, I start with the minimum cash situation. I think for your modeling, you can't just take the figures that you have at year-end 2021. You need to take into account that we also, in the meantime, close the acquisition of,

Yantai Xinhui, which we actually also paid during that time, and there was also a dividend payment. You need to take that into account when you want to calculate, you know, how the leverage will look like. With that, I would hand over to Dirk for the margin profile before.

Dirk Lambrecht
CEO, Datwyler

Yeah.

Walter Scherz
CFO, Datwyler

Before those.

Dirk Lambrecht
CEO, Datwyler

Yeah. Thank you very much. I think what we can see and due to the growth, I think there was two effects which has driven the margin in the positive way. The one thing is the volume, that over the time, they were able to grow significantly year by year. There was, in the last 10 years, only one year where they were below the market average. All other years, they were able to beat the market in the different markets in which they are in. The second factor is for the increase over the years, which we have analyzed, of course, quite in depth, you can imagine. That is linked to their shift of the portfolio from the U.S. facility, for example, to Mexico or to China.

Meanwhile, the biggest portion of the sales is coming from such countries where typically the personnel costs are lower. Their product technology allows to use, let me say, quite a good leverage in such regions with people. That, I think that is the biggest impact to the increase of the margin over the last years continuously. That is not just a drop, an increase, sorry, in the last years, but that is continuously visible what happens here. I hope that helps. Maybe Sebastian, I haven't understood the last question. Can you please repeat it?

Sebastian Vogel
Senior Equity Analyst, UBS

Sure. The D&A intensity. How much depreciation on the sort of potential sales or so, number we should normally think about for this business.

Walter Scherz
CFO, Datwyler

I'll take over. Again, we would say something between 4%-6%, something like that. That's the region where we are looking and aiming at.

Sebastian Vogel
Senior Equity Analyst, UBS

Got it. One follow-up question, if I may. That would be on integration costs. Can you give us there also a bit of a rough indication in which sort of ballpark we should be looking at and over what time or what sort of timeframe we should think about it?

Dirk Lambrecht
CEO, Datwyler

We're not disclosing the integration costs so far. We have identified. We are looking to very fast integration. As you have seen in our organization chart, we will keep them as a business as a separate business unit, which I think is quite important. I would like to make clear that it's not a restruction case. What we have to do, first of all, we have to make sure that they can stay at the speed what they have delivered to the market. I think that is quite impressive to see. Even maybe in some of the areas we can learn how we can do that with other business. I think it's quite important to see that here.

From that perspective, we have some integration costs, but I think that it will be not so high, and let us have the closing, and then let us go a little bit deeper into the details so that we can give you more information on what it would look like, when we have the half year result or the latest by the year end.

Sebastian Vogel
Senior Equity Analyst, UBS

That's great. If I may just squeeze in one very last, tiny, follow-up question. With regard to the, sales growth profile that you were outlining before, and I assume that was all organic, right?

Dirk Lambrecht
CEO, Datwyler

Yeah. Correct.

Sebastian Vogel
Senior Equity Analyst, UBS

Many thanks.

Dirk Lambrecht
CEO, Datwyler

Yep, you're welcome. Thank you very much for your question.

Operator

We have a follow-up question from Christian Obst from Baader Bank. Please go ahead.

Christian Obst
Equity Analyst, Baader Bank

Yes, thank you. One additional follow-up concerning management attention in the end. To be honest, I see after managing the Chinese acquisition, the new plant in India, the ramp up of the capsule production in Switzerland, there is a lot to do to manage growth. Of course, this is a growth story, and I agree that this will be a growth story, but also growth has to be managed. Then you add before everything is really working very smoothly, you add another thing. Do you think you can run into some kind of management shortage or something like that? Or do you have to add some management capacity?

Dirk Lambrecht
CEO, Datwyler

No, it's not needed.

Christian Obst
Equity Analyst, Baader Bank

Okay.

Dirk Lambrecht
CEO, Datwyler

No, I think that was a short question. The point is here that we have with QSR an experienced management. Even this management, a part of this second layer especially, is more than 15-16 years already with the company. Even long before we bought them. That is a very experienced team. I spoke with all of them, and I have a really good feeling that they are able to manage this business in the right way. The other topics what you have mentioned is mainly linked to Healthcare Solutions.

There we have a more or less separate business area, which is led by Dirk Borghs, as you know, and he is responsible for the integration of the Yantai. We have different people with different topics here. When it comes to the Food and Beverage sector, what you mentioned, that of course is as well the CEO for Industrial Solutions. I think we are coming with our investments closer to the end for the next years. I don't think that there will be huge additional investments to provide the sales for this sector.

From that perspective, I think, and I believe that we can manage that in a good way without losing focus to the most important things, on one hand to the market, on the other hand, to have a strict cost control, I think which is quite important also to stay focused. I think we have a good team here.

Christian Obst
Equity Analyst, Baader Bank

Okay. Thank you very much, and all the best.

Dirk Lambrecht
CEO, Datwyler

You are welcome. Thank you very much for your question. I think it's good to mention that here.

Operator

We now have a follow-up from Daniel König from Mirabaud. Please go ahead.

Daniel König
Senior Equity Analyst, Mirabaud

Yes. Good afternoon once again. I have two questions. Have you stress-tested how the business was working in a classic recession? Because we have now in the U.S. an inverted yield curve, which would suggest the recession is coming. Have you looked how QSR was performing in a classic recession? I was wondering also about your market growth assumptions. It's 9% CAGR. Isn't that maybe a little bit the underlying macro assumptions or maybe a little bit too high? Thanks. That's it.

Dirk Lambrecht
CEO, Datwyler

Thank you. Thank you very much. Let me start with the last one. As I said, we worked with three different companies together to have a deep understanding of the market growth for the future. I just can tell you that this company was independent of each other, and finally, we came out with this growth rate, what we have explained today. From that perspective, it seems quite reasonable that this market growth will happen. Secondly, that was with the link to the crisis situation. I think when we maybe taking in consideration, I'm not sure if the year 2008 and 2009, 2018 and 2019, sorry, where we have seen the first drop in the automotive sector. As I told you, they were able to perform better than the market.

One of the reasons is especially their focus, and we are looking here, let me say, for this special portion of the light vehicle market that even if we would see a crisis in the automotive sphere that we currently experience here in Europe, for example, that here the penetration of electrified vehicles will, let me say, flatten this effect over the next year. I would say in the next six to eight years, I think that we'll see a strong increase in electrified vehicles. Of course, in such vehicles, the portion of products will increase over time. From that perspective, I think I would say for such time, it will be quite a stable business. Is that fine? Yeah.

Daniel König
Senior Equity Analyst, Mirabaud

Yes. Thanks a lot.

Dirk Lambrecht
CEO, Datwyler

Okay. Thank you very much for that. Yeah. I think we have now, let us have a look. We have some questions in the chat here. One moment, please. Well, let me start with the first one from Alexander Siegl. How will this acquisition affect the forecast for financial year 2022 and after?

Walter Scherz
CFO, Datwyler

At the end of the day, right, we do not yet know the closing date. It really depends also on the closing. As Dirk said, we believe that acquisition to be accretive to the business, so to speak, but we do not yet know about the closing. We cannot yet tell you, well, you know, this much sales will it be for 2022 and this much profitability. With that, I need to defer to the half-year results. Well, I don't know yet whether we do a closing kind of communication.

Dirk Lambrecht
CEO, Datwyler

Yeah.

Walter Scherz
CFO, Datwyler

Certainly the half-year results.

I would move on to the next question from Manuel Bortoletti. Look-through level of indicative net debt after the Chinese Yantai and QSR acquisition. The current level of net debt we do not disclose. What you need to take into consideration when you look at the financing situation. First of all, you start with the liquidity that we had at year-end. Then rightly, there is the dividend payment, which you can actually assess. There is the Yantai payment, and that leaves us with a liquidity at the moment. Obviously, we'll take part of the liquidity that family group has, but we will also have support from our majority shareholder and then also a third party financing, as I just said, before.

The level that we can go actually is higher than the CHF 625 million, but that's obviously not the intention, you know.

To give you a figure right now, how will that exactly look like? In this moment in time, there's a lot of moving items, as you can imagine. There is the net working capital that is moving. There's running operations. We do not yet exactly know when the closing will be. In this moment in time, we do not want to tell you kind of our assumptions, but we will talk about that because you will see it, and we'll discuss about that at half-year results in the press media release. I think the last question from Adrian Knoblauch goes a little bit in the same direction. For financing transaction, can you please give an approximate guidance and specify a bit further on the split between liquidity and debt?

Again, here, as I said before, we'll have support from our majority shareholder, which obviously for that field of holding is debt. We try to use a reasonable level of own liquidity after we have kind of closed Yantai Xinhui and after you have paid the dividends. With that, I don't have any open questions here.

Dirk Lambrecht
CEO, Datwyler

Yeah.

Walter Scherz
CFO, Datwyler

Maybe you.

Dirk Lambrecht
CEO, Datwyler

Fantastic. Yeah, Walter. Thank you very much, and thank you very much to all of you for this, great questions. I think I'm sure you will still have more and, but I think we cannot disclose everything today. I think you will fully understand that. Let me summarize that, we have now the signing. We have a clear plan how we would like to proceed here. It's quite important to understand that we, of course, will come back with further information during our half-year results when we have a better information in hand to provide you more information, especially to the mentioned questions which we have not fully answered today. At minimum, we try to give you a glance in which direction we are going.

Finally, I'm really happy that we were able to acquire such a company. I think that will bring Datwyler really forward. Especially again, it's very important that we are relying on our core competencies in the different fields, what you know meanwhile quite well, I think. From that perspective, I think that is absolutely the right move. Now it's up to us to deliver, that is clear, and to stay focused. With that, I would like to end the call today. Thanks for your attention again and questions, and I wish you a wonderful day, and looking forward to see you soon. Thank you very much.

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