Good morning, and welcome to this ad hoc conference. We have great news to share. The news is out. We are going to acquire MBCC Group. We signed yesterday evening the contract, and we are now going to present the rationale behind this transaction to you, and are then later on also open for questions. Let me go into the key aspects of the transaction, some of the highlights and the KPIs. MBCC is a global player in the construction chemicals industry. It generates this year expected CHF 2.9 billion of revenue. The enterprise value as we see it is CHF 5.5 billion, which comes down to a 11.5x multiple on the expected EBITDA of 2022. With the synergies that we expect in the range of CHF 160 million-CHF 180 million, this multiple will come down to 8.5x.
This transaction is highly complementary to what Sika is doing. It is in all our core technologies, an addition and a reinforcement, and it goes across all our construction target markets. The acquisition is from the beginning accretive. One aspect that I would like to highlight is the sustainability aspect. Today, we see products that are, let's say, coming from the past. Going forward, we need products for the future, solutions for the future, for a sustainable CO2 reduced footprint in the construction industry. For this, we cannot just modify what we have been doing in the past. We need radical changes. We need innovations. We need a commitment, and we need resources, and we need the volume, the leverage. Together with MBCC, Sika will be clearly a champion in sustainability for the construction industry. We haven't closed.
We need approval from the antitrust authorities in many countries, so therefore, we have to go through this process, but we are confident to be able to close the deal in the second half of 2022. A brief introduction to MBCC. As mentioned, CHF 2.9 billion in revenue, 7,500 employees. The regional split almost evenly between Europe, Asia, and Americas. They have two divisions, the Admixture Systems and the Construction Systems, again, roughly 50/50 in their contribution. It is headquartered in Mannheim, Germany. Here we see the activities of the two business units that they have and the segments. The segments, I think they look very similar to our segments: Tile Fixing, Flooring, Waterproofing, Repair, Sealants, and so on. Brands in our industry very important.
They have fantastic brands with the Master Builders brands, the PCI, especially in the DACH region, Ucrete, and Master Builders in general. 60 countries are their platform for sales. Out of that, 10 are the top countries, which as you can see are also more or less the top countries that Sika has. Here we see how this acquisition will add to our footprint and to our top-line evolution. This is a pro forma addition as of end of September for the last 12 months net sales. As you can see, all three geographical regions will nicely benefit. In no region, it will be, let's say, an over proportional increase. It is in the range of 15%-25%. Overall, the sales goes up from CHF 9 billion- CHF 11.8 billion in this pro forma view of the combined businesses.
We expect in 2023 to be above CHF 13 billion. I mentioned this already, but it's always good to have a visual on our core technologies. That's the foundation. That's what all we do is based off our core technology that then are translated into smart solutions and products for very different markets and segments. As you can see, our five core technologies on the left-hand side. If we attribute the MBCC business the way we look at the technology and then at the combined. It's obvious we reinforce all our core technology. We have a very balanced core technology spread after the integration of MBCC. Now I let Philippe talk about the target markets and some of the complementarity that we see.
Thank you, Thomas. Good morning, everyone. As Thomas pointed it out on the technology side, this complements all five of our core technologies, and it's the same is true for all seven target markets that are linked to construction customers. On the Concrete side, we really believe that it strengthens our product portfolio with some unique technologies that MBCC Group will bring to us. On the waterproofing side, it's really the complement of job sites where we have their strong presence in underground and our presence with the membranes. Roofing, we have, for example, the Bituminous membranes in Mexico. Flooring, the very strong brand of Ucrete that will join our portfolio. Sealing and bonding, it's facade products, it's floor covering solutions.
On the engineer refurbishment side, MBCC is a well-known group and a producer with MasterEmaco, the MasterFlow grouts. Then also in building finishing, we see mainly in the DACH area with the tiling or also in the North American market with their Senergy brand of facade products. Let me go a little bit more into the detail. We believe that there are different ways that this acquisition will complement our current solutions. You have on the one hand side the solutions that we offer to projects and customers. On the other hand, it's the channel that we distribute those products to our customers. There's a geographical contribution. Not every country we have the same mix that Thomas just showed in his slide. There we see also a local and a geography component of complementarity.
Last but not least, on the supply chain. Let me take the next couple of minutes to walk you through some examples. On the solution side, you know, one of the areas that we're very excited about is underground, where MBCC, with their UGC group, Underground Construction, has a position with many products in shotcrete fibers, but also injections, but they don't have the membrane portfolio that we have. Bringing the two offerings together will really complement our solutions to those customers. On the offshore wind tower that you see on the right, you know, we have an offering for epoxy-based blade solutions, and they are very strong in the MasterFlow grout solutions for fixing those turbines to the foundations.
The next examples, you know, we have also on concrete production, where they have products with the MasterGlenium superplasticizer, MasterEase, which is a product that works with sand that is contaminated, but also the accelerated technology of Master X-Seed. On our side, you know, we just launched at the Capital Markets Day the products and the technology for the reuse of recycled concrete. Again, the complementation of both technologies we see as an additional benefit for our customers. Then another example that I picked out is the floor covering solutions, where we sell a lot of self-leveling underlayments. The MBCC Group had acquired the wood floor bonding and luxury vinyl tile adhesives that again, you know, same application, same customer group, that we can now complement our product offering very nicely.
The channel I mentioned already, you see here, the biggest example here for us is the PCI product range and PCI brand. You know, in the DACH countries, Sika comes from a strong history of direct sales, but has always been a little bit underrepresented in the distribution channel. Here you see, for example, with Sika Germany, we do 75% of our sales directly to our customers, whereas the PCI product range is about 90% indirect sales through distribution centers, whether it's builders merchants and home centers. We believe that with that strong presence in those centers and, you know, us having a larger product portfolio for distribution, this is a nice way of combining the two product ranges and helping our customers to extend the offerings that they can purchase.
The other part I mentioned already, while on group level this looks very nice in terms of complementary, you know, affecting all technologies and all target markets. You know, unfortunately, we don't have the same distribution that's as even in all the different local geographies. But this is an opportunity for us when we look at the acquisition of MBCC. Here are just two examples, but there are many more. For example, in Japan, we have a stronger position in sealing and bonding or roofing, and their strength is really with the concrete admixtures and engineered refurbishment.
You see the example of Mexico, where their strength comes from Thermotek membranes and liquid applied membranes in roofing and waterproofing, whereas we see, that we have a stronger position in concrete roofing, engineered refurbishment and building finishing. As I mentioned, there are many examples, others that I could have used, whether it's Malaysia, China, Germany. I think the respective strengths that we have here on local level complement each other very nicely. Then last but not least, another example is the complementarity on the supply chain. Again, I picked just two examples to illustrate that, with the locations of the joint solution production. You see the yellow dots here are predominantly on the east coast of the North America.
MBCC Group has their main polyurethane production plant in Colorado and would really help us to access customers and service customers better in the western part of the United States. Then the second position, again, when we talk about wind grouts, there's two different technologies. One is products for onshore wind parks, and the other one is for offshore. We have six locations where we produce those onshore wind grouts, and MBCC has a very nice plant located in Belgium that can service those customers that pick up the products in large barges before they go to those wind farms to produce them. The harbors there near Belgium and Netherlands is a perfect location to ship those products to. We believe that also on the supply chain, there's many opportunities for us if we combine those two groups.
With that, I'm handing back over to Thomas for the next explanations.
Thank you, Philippe. I come back to the topic of sustainability, and I take this really as a major opportunity or a challenge, but it is an opportunity. You have seen this slide before. It shows the cycles of construction with starting with the infrastructure. As markets are moving in a more mature direction, then building standards become more relevant, and then of course repair and refurbishment. The new element really is a game changer, and that's the ESG and sustainability topic. We see much more momentum there than eventually three years ago when we defined our strategy. That's also at the core where we believe MBCC and Sika together we are going to be the sustainability champion, and we will drive this transformation of the industry. Size matters, as mentioned before.
Here are examples of current activities of both groups. We have, on the left-hand side, the cement reduced solutions for Flooring, Tile Flooring. I think we also presented this at the Capital Markets Day. It is just enormous what can be achieved by reducing the cement content by alternative materials. This alone in China is offsetting all of Scope 1 and 2 of the Sika company with this one modification. This shows that our contribution to reduce the CO2 footprint is enormous, and it requires, of course, the smart solutions, but it is in the Scope 3 of our customers where we can have the highest impact. On the lower side is the recovery process. We have presented that as well.
It's a unique process to go fully circular with the concrete and bringing concrete back to its original, virtually virgin, state and reuse it the same way as it was at the beginning. This is also a clear trend. We cannot just have a one-way material flow. We need a circular material flow, and this will also come more and more. On the right-hand side, you see two examples from the MBCC Group going in the direction also to extend the life expectancy of products. Products that can be longer in use also have a much better CO2 footprint, so this matters. Products that have a shorter shelf life that needs to be replaced frequently, of course, are constantly adding to the balance. This is the direction that we wanna go.
We have declared 70% of our products are sustainably positive impacting the market. MBCC has a similar statement, a bit different definition. It's a 35%. Together, our aspiration is that we go above 80% with sustainability advanced materials going forward. That's the power of the two companies together. Now, Adrian will guide us through the financials.
Very good. Thanks, Thomas. We talked about the strong strategic rationale of this transaction, of the high complementarity of the sustainability, you know, capabilities of the joint company. Obviously, there is a high amount of value creation here, and this is also reflected in attractive financial metrics. We're talking about an enterprise value of CHF 5.5 billion, EUR 5.2 billion. This represents a 11.5x 2022 estimated EBITDA of MBCC and taking annual synergies of CHF 160- CHF 180 million into consideration. This multiple will come down to 8.5x, including this full run-rate synergies.
The transaction is also highly EPS accretive from the first full financial year in a clear double-digit manner. Also on that side, very value creating for Sika and its shareholders. On the financing side, we have initially here fully committed bridge loan facility in place, where we will initially finance this transaction. Then over time, the long-term takeout, the long-term funding will be a combination of well, the utilization of our strong balance sheet with cash on hand, also the bank facilities we have in place, as well as additional capital market instruments. This will be mostly you know debt instruments which we will put in place over time.
Very clearly, we will continue to have a strong commitment to our strong investment grade, which in our reading means an A- rating. Talking about you know synergies and value enhancement, this transaction will also have a positive impact on our margins. Here shown as a pro forma picture here based on our current EBITDA profitability. That's 12 months trailing numbers of Sika.
If you add the run rate EBITDA of MBCC as of September 2021 on top of it and the envisaged run rate synergies, we're talking here about an increase in EBITDA of around 35% on a pro forma basis, and also lifting the current EBITDA not only off the MBCC Group, but of Sika as well to a higher level. Talking about synergies, we also in this case similar to Parex, we see a combination of revenue synergies obviously translated into you know, profit contribution as well as cost synergies.
On the revenue side, we have seen before examples obviously of an enhanced supply chain, but also an even stronger customer proximity through an enhanced you know footprint and obviously more people on the ground. Strong cross-selling opportunities in many products and solutions in many countries and also through the various channels. Last but not least, again here, the strong set of capabilities in terms of a combined capability set when it comes to really driving sustainable solutions. On the cost side, it is clearly economies of scale in procurements, but also on the formulation efficiency side, a lot we can learn from each other and you know drive also efficiencies in this area.
Obviously also on the cost side, an enhanced supply chain and logistics setup, as well as increased efficiencies in SG&A. This altogether is leading to expected synergies of CHF 160 million-CHF 180 million, expected to fully materialize by 2025 on an annual basis. Obviously, there is going to be, you know, a ramp-up over time, whereas the, you know, the cost element is rather front-loaded and on the top-line side, more towards the end of that period. In order to realize this and for the integration, we expect one-time cost of CHF 200 million over the next three years. Also here, more front-loaded in terms of the impact.
Good. With this, I hand back to you, Thomas, for a brief summary and conclusions before we go into Q&A.
Thank you. Let me summarize the key aspects. Again, the sustainability topic. It's also great to have the next generation here in the room present that is listening and watching what we are doing. I strongly believe this transformation will be a transformation in our industry that is science-based. The science must pull this. Therefore, our competencies that we have are key, and again, size matters. The more smart brains we can put together and work on this, the faster and the further we can advance. I'm strongly believing into this, and this will be clearly for the next five to 10 years, a major game changer in the industry. We have seen we are acting in the same industry, but we are highly complementary.
Here you have to see as well, we have 60 countries. In these 60 countries, like we are decentralized, every country has a different setup, has a different situation. Out of the four, three, four, two will play a major role. This is the power of Sika, that this integration will play on local level, and it will play on this complementarity that we have seen in Japan is different than it is in Germany, it's different than in the U.S., and so on, but it plays a major role. The value that this acquisition has is obvious. Adrian showed it. We are increasing the EBITDA overall with the business we take in and the synergies on top of that.
I think this is a transaction that makes a lot of sense and generates a lot of value. Finally, again, I have to remind myself, the organization, the new soon-to-be colleagues from MBCC and our own organization, it's not closed. We are impatient, but at the same time, we have to follow the procedures, and we go through this filing process, and we hope then to close the deal in the second half of next year. With that, we would be up and open for questions. Yes?
Christian Arnold, Stifel. Maybe a little bit premature, but nevertheless, in terms of your purchase price, how much goodwill will that generate? Do you have a first assumption for us, or how much intangibles I should say? From that, how much can you or do you have to then amortize over time?
As a first indication, I mean, the intangibles will be around sort of, you know, CHF 4 billion. Obviously, the exact allocation will need to be determined, but you can assume there is about a CHF 3 billion goodwill included in that, or thereabout.
CHF 1 billion will be amortized over 10 years.
Also here, I mean that we have to go through, but the amortization element will be around sort of, you know, 4.5% of sales of MBCC.
Okay. Second question, I already asked Mr. Hasler, but maybe I try to get a little bit more out of it. You have some overlaps here. You have very strong positions in the market after what's mentioned when it comes to admixture. I mean, how big is the risk that you have to sell some of these activities? And do we talk here about 3%, 5%, 10%? I know it's very early, but maybe as a first indication.
Yeah, that's a bit speculative and just we really don't like to bring up here scenarios. It is very clear that we have a good argumentation towards the authorities. We have an in-depth analysis on the situation. We see there are some areas where we will certainly have discussions, and we have to see also how these discussions progress. It's a bit premature to say that this will lead to some divestments or not. This is really not yet ready to be communicated. It is also very clear we want to go through this process proactively, and we are open for any direction if needed to speed up the process. For us, time is critical. We want to go as expeditiously as possible through the process.
You know, we are just starting. If today is day one after signing, we will very soon approach the authorities and then we have to listen, of course, also how they see. We have a strong case that we have prepared to start the discussion. It is a much more positive picture than we have anticipated two or three years ago when we only did, let's say, a surface check. Now we have an in-depth analysis on the situation.
Okay. Last question, maybe I missed it. From the synergies, CHF 160 million, CHF 180 million, how much is top line synergies? How much is cost synergies?
You didn't miss it. I guess I didn't spell that out. The top line portion will be less than 50%.
Thank you.
Okay.
Yeah, Rosenau, Helvetische Bank. I'm coming back to this overlap discussion, I'm afraid. Now, authorities aside, I mean, you focused your presentation on the complementarity, but I mean, there are overlaps, where 1 + 1 is most likely not 2.5, but 1.5. Could you confirm that overall in all these regions and product areas that there might also be some kind of streamlining closures and potentially even smaller disposals from your side, even if you don't have to do it by regulators?
I think this happens in every acquisition. I mean, we're talking here about attrition that are part of every acquisition. Here, we do have areas where we have more of an overlap. There we also consider that this will have attrition. But this is not different to when we had Parex on the table. This also with smaller acquisitions in a country. You know, in that country, you will have always a bit of an overlap, and this is part of the normal process. Nothing special, but definitely it's a fact that. Also in terms of the footprint, and we take this very, let's say, in time. Once we have in-depth analysis on both sides, we do the smartest thing going forward.
This, we have demonstrated with Parex, where we were able also to exceed the synergies that we have announced because of, you know, once we go deep and once we take the time also with the acquired organization, we come up sometimes with even smarter solutions than anticipated during the due diligence process.
Okay. My second question, is it correct that private equity paid CHF 3.5 billion two years ago?
I think that's correct.
Having said that, the difference in two years is now CHF 2 billion. Why didn't you buy it for CHF 4.5 billion two years ago? Of course, you had Parex. What was the value added in those two years from the private equity side, which added CHF 2 billion on the price?
I mean, it was 2.5 years ago, we had this discussion on group management. We had both on the table, and both had an excellent strategic fit, but the circumstances being still part of this big conglomerate. The carve-out that had to take place, on the other hand, the Parex that was ready. All entities ready to integrate. The size certainly also. Parex was our largest deal by far at that time. This deal is even larger than the Parex deal. There were many elements that steered us at that time, clearly, to do the Parex first. Time proved us right that within two years the majority of the work was done by Lone Star. We also see a nice improvement of the profitability within these two years.
This is sustainable. We checked this. I think the deal today is really the sweet spot. Much better than it would have been two years ago. I think we choose right to go Parex first, and then we got another opportunity and now we take it.
Okay. Is that also concerning the whole carve-out exercise, which can be very cumbersome, so that is totally completed by now?
Yes. Yeah.
Okay. The last small question. The bridge financing, could you share the conditions of that with us?
Yeah. I mean, it's a EUR 5 billion equivalent. Here there will be, in terms of putting this financing in place, around EUR 12 million sort of one-time cost over the next 12 months, not all at the same time. Obviously, to the extent when we draw it and when this is being replaced, this will have an impact on our interest cost. Current estimate is that, let's say, on a fully sort of takeout basis, the interest, you know, additional interest cost, will be less than EUR 20 million on an annual basis.
Okay. Thank you.
Yes. Good morning from my side, Alessandro Foletti, Octavian. Two questions, if I may. One on the price. Remo just said it went up CHF 2 billion, but if I look at the numbers, it doesn't look extremely expensive to me. So well done. Congratulations for you. I wonder if there is any risk that someone pops up with a counter bid or if you have sealed, so to speak, that risk in the contract that you signed yesterday.
I do think so, that we have a done deal. Or let's say we have a very firm deal structure for both sides, and we like it that way. No, the only open item is the authority approval. But there are no other, let's say, elements in there that would allow either party to get out.
Great. Thank you very much. Second question for Adrian. You mentioned on the financing that capital market instrument will be mostly debt. It seems you don't exclude equity or maybe convertibles on. Do you have already some indication there? Or, let's say, if I take the expected leverage today, summing up the numbers, I come to 3.7x or something like that. Would you wanna be around 2.5x, for example?
Yeah. I can give you some indication there. I mean, you're right. Upon let's say first time consolidation, not accounting for any you know profit contribution from MBCC, we will be around sort of 3.5x, 3.7x, depending on the time. Obviously, if you then include a full year contribution and sort of how we phase the synergies but also one-time costs, how they are phased, we will be down to more like a 3x leverage, but including sort of the full run rate synergies, it's already at 2.5x, sort of, on a pro forma basis. In terms of the instruments and the takeout, as I said, mostly debt instruments. It's not, let's say, fully determined which ones.
It is not envisaged to have, let's say, an equity increase here, but we will most likely work with our existing convertible we have out and which is maturing in 2025.
Fantastic. Thank you.
Daniel Jelovcan, Mirabaud. Also three questions. First of all, they seem to have quite a lot of production facilities, the 130, compared to you and the size of the two companies. Do they have an underutilization of production capacity, or can you fill that, just, yeah, in general, their capacity utilization?
That's half of their business is in the admixture business. The admixture business is a business that is very, very local. I think Philippe showed the picture of Japan. In Japan, Sika has two locations, one in Osaka, one in Tokyo. That's then also limiting where we can sell. They have 16 facilities to cover all of Japan, and it's an attractive market. They have a strong position. On the admixture side, you have clearly more than when you look at our portfolio with the adhesives with the larger mortar plants and so on. There you have more consolidation. That's the explanation.
Okay. On the paper, it looks like you can just shut down a third, but that's not the reality, correct?
No, that's too easy, yeah.
Regarding IT systems, are they on the same level? I remember I think you have a global pricing c omplex system and so on, how easy it will be to integrate.
Maybe firstly on the system, and here clearly also coming back to you know, the question before. Obviously, this business is fully carved out. It's you know, operating and functioning very well on a standalone basis with sort of you know, the latest infrastructure in place, which is very similar to ours from a system point of view. There will be obviously a transition, but very clearly a lot less complex and complicated compared to a carve-out situation. Obviously in terms of the transparency, I mean, this is a well-run business, and we will you know, eventually fully align this, so that there will be no difference in terms of the ability to act quickly.
The last sort of question in terms of margin. Of course, they have the lower margin, but when I think that Sika is three times bigger, actually, I think they have very good margins compared to yours. I mean, I'm not saying that yours is not good, but just looking at the different size, actually, the target has a very attractive margin. Why is that? Do they have, I mean, you showed the product mix, but where is the sweet spot of them in terms of margin?
I think, well, first of all, they have obviously clearly, you know, evolved from a few years ago. I would say there is still obviously a sizable difference which we will be able to to leverage. Yes, also, let's say, the product mix is somewhat different. Also the country mix, there is many elements in there. You know, clearly a lot of potential going forward to, you know, to lift and to, you know, create additional value.
Thanks.
Thank you. Patrick Rafaisz is from UBS. I took the time this morning to go through my notes on the many discussions we've had on BASF Construction Chemicals over the last three years. There's two comments I would like to get your updated views on. The one is maybe a bit of a follow-up on what we heard earlier. The asset mix of MBCC. Well, Paul Schuler back then suggested that you think you can squeeze out another CHF 1 billion of revenues from that existing footprint in an optimistic case. Is that still a view that you think is fair?
I don't know exactly what he meant, but squeezing out CHF 1 billion. The infrastructure that the assets that the MBCC carries, you know, these 130 plants and a lot of them in the admixture. Typically, these are factories that have one shift utilization. So if you want, you can certainly push through more through such factories than, for instance, from a membrane or adhesive factory, which usually run on 24/5 or even 7 days, where you don't have these capabilities. They have, of course, many factories, where you can say you can easily sell more out of those facilities. Maybe that was his reference. Yeah, that's the only thing I can see.
Another comment was a reason for not doing the deal back in the day, right? You talked about some of them, and Parex was clearly more attractive at that point in time. One risk that was mentioned back then was customer attrition from, you know, the combined entity becoming too important of a supplier and that there was a risk that some customers might build up alternative sources. Now, of course, the landscape has changed. Your sustainability offering is changing, right? It's a fluid situation, but what's your view on that, on the potential attrition losses?
I mean, that is always a part of our consideration and that was at that time, and it's also now. I think you mentioned it correctly. Customer needs have changed over the last three years. Especially large customers are looking for partnership to help them to elevate and get a better footprint. When I talk about the large cement producer, for instance, you know, they are keen on getting traction and support. The future is much more collaborative than it used in the past. That means also that I think the lineup of suppliers will change a little bit. You know, where in the past there was more a commodity base, it is now really on the ability to support the sustainability transformation.
This will and does require that you are working with the right supplier. I see the risk much lower than maybe three years ago.
Thank you. The last question is just on the channel mix. Parex, of course, balanced your sales more towards distribution, and now I believe this will be again maybe a step more towards direct sales then. Well, correct me or tell me where you will end up on the group level?
I mean, this is. I think we have seen excellent examples by Philippe. Parex distribution, I think, in China, in France, has helped a lot. Now here we have a different situation with PCI in Germany. We really capture all these opportunities depending on the individual markets. It's not the one or the other. They have competencies in both and we as well, and they are complementary when you look on a country level. Very often, when you have an organization like ours that has over many decades evolved, then you are either very strong on the direct business or you are very strong on the indirect business. Our Latin business, for instance, in Latin America, is very strong on the distribution. That is a bit the tradition.
There, the direct business at MBCC has a stronger position there. In Europe, the picture is a bit different. This has a bit to do with the heritage of the company. Parex has a different one or had a different one than Sika and MBCC. We see that also a very attractive possibility where, you know, you can jump to the next level when you make such a move with even two players in their country, one direct, one more indirect.
Thank you very much. We change a bit, and we have really now a handful of people virtually joining as well to the conference. Let's do two questions from maybe Cedar Ekblom from Morgan Stanley first, and then afterwards from John Fraser-Andrews from HSBC. Cedar, please, start with your questions.
Can you hear me? Can you hear me?
Yes, we hear you.
Oh, perfect. Thanks very much. Hi, guys. I don't know if you can see me. I've actually only got one question, and it's a little bit on the integration from a human perspective. You've spoken about your IT systems and the footprint and all that kind of stuff. If we think about the history of this asset, it was owned by BASF, then it's gone through a change in ownership, owned by private equity. Now it's gonna be owned by you. Obviously, you know, capturing the value in this deal, the integration is really, really important. Can you talk about how you think about bringing the people into the business, how you hope to get your sales teams working together so that we can have one Sika offering to the customer?
Just talk a little bit about the cultural fit between the organizations, particularly considering the history of this asset. Thank you.
Thank you for the question. That's a very important question, and, maybe it also signals our approach here. We have this, let's say, audience here that we present ourselves, but at the same time, we are having town hall meetings around the globe, today, tomorrow, depending on the region, also on Sundays. We are in front of the people. We are physically there wherever possible. We have streaming. We present ourselves on the day one to the MBCC organization. We strongly believe in our values and principle. We share them. Our people are there.
The country manager present, Sika present a few of the slides here, why we are so excited, of course. Also we talk about culture, we talk about our values, we talk about the integration experience of the many integrations we have done. We have many senior managers that have moved from the outside into top positions in our company. We want to share this. We want to have a first impression on the very first day. Of course, we know we have to be a bit careful how we interact, but we build a platform where they can always follow the evolution in a way that they stay connected. We try to do the utmost for the next 12 months to make them feel comfortable. We strongly believe that culture, when it comes down to serving customers, to have a smart solution, is very, very similar.
We are very dedicated. We want to do a job that the customer perceives as a better, more valuable way of doing things. We are taking this very serious, and we need them very much to understand who we are, and we just do it our way, straightforward. That's how we are, that's who we are, and that has worked best also in the other transactions that we have done in the past years. Very valid point. Thank you.
John Fraser-Andrews.
Good morning.
Good morning. Can you hear me there?
Yeah, we see you.
Excellent. Morning, Thomas, and rest of the team. Two questions from me, please. The first one is the fundamental rationale for this deal reads very clearly that this is about embracing the sustainability challenge. Can you tell us what MBCC bring to the party in terms of their products in their 35% of sales? Am I right in thinking that this is about having the network in place, the capacity to cope with a tipping point in the sustainable products?
At some point, it seems you're anticipating in the coming years that there'll be a significant shift to lower carbon cement and mortars, and this deal gives you the capacity to cope with that en masse with the biggest customers. That's the first question.
Okay. I mean, on this side, we have to reflect or be clear that the 70% and the 35% are not exactly the same. You know, they have a bit different foundation. Why is it so synergistic? The strong competencies of MBCC over the past years, also their investment into R&D, the strong R&D, where we have seen over the past years, their capabilities clearly at the good level, this is the foundation. When we bring this together with our competencies, this will add. This is then one plus one becoming three on the science space and giving critical mass to this challenge.
The evolution of that, Thomas, is it about, at some point, you expect a significant transition from current cement and mortar manufacture to new methods, and this enables you to embrace that on a mass scale?
You know, we are. I would say we are enabler. We have solutions already today that can significantly reduce, but there must also be a pull. I think as we speak, there are 100s of people meeting in Glasgow talking about 2050 and 2040. What we need is clear directions for the next five years. This next five years will be very decisive, and we need this direction. This will not just happen in a way that everybody will automatically shift. The regulations, the standards need to change. If we think about the cycle of building standards, which traditionally is very conservative, it takes maybe eight to 10 years to bring in a new concrete.
You say, okay, if that's the mode of operation to drive this change, then sorry, we will not see such a high impact in the coming years. We need really, let's say, the regulators, but also the authorities to drive this. We see good elements in there. I think I mentioned it on the Capital Markets Day, that France is building a higher standards for the energy efficiency, and this is driving immediately activities. Italy is doing the same. These are meaningful activities, but it's by far not enough. We need structural changes that then drive the industry. The industry is ready, you know, but it will not happen just by itself.
If we talk about leaner production, if we talk about instead of, let's say, 1,000 cu m of concrete, we can build that structure with 500. That's a huge CO2 impact, but it requires that you are allowed to design and engineer with 500 instead of 1,000. For this, you need, of course, probably a more performant material. These are things that must happen. We are an enabler. We have many solutions that can contribute, but, you know, when you ask how fast and how quickly will it pick up, it is picking up, but the speed is by far not, let's say, in line with what's discussed in Scotland at the moment. We need more firm directions helping to make this transformation faster.
Thank you. My final question is back on the sales synergies that Adrian mentioned. Am I to think that the bulk of those is cross-selling your products into the sort of 4% market share where MBCC is not strong in those products and obviously some the other way? Is that the bulk of it rather than the Parex style of sales synergy was roll out of your product into distribution? It sounds like you've spoken about Germany, but there might not be the same distribution channel opportunity as there was with Parex, and perhaps it's more about cross-selling to customers.
Yeah, John, I mean, it goes both ways, and we have shown these, you know, different examples. Obviously, there is, you know, different market to market. So there is clearly potential, you know, for the Sika products to be sold through the channels of MBCC and vice versa. That is no different. It's less so than, let's say, rolling out two additional, you know, markets of completely, let's say, new product lines. But more this, you know, specific elements, market to market and channel to channel.
Thank you.
Okay.
Power? Okay, sorry.
Good morning. Fredrik Svendsen, I have to ask three questions, if I may. The first one is also on people, on management. Can you tell us how much of the management pre-private equity deal is still on board? How much of the current management will come over to Sika? And do you believe that you have to broaden your executive board going forward, as it's still the size of the company? This would be question one.
Okay. That's a lot of questions. The separation of the group from BASF has removed, let's say, a layer of management which we couldn't see really very value-oriented. What we now see, the new structure that they have established is much more related to the business and it is our aim to bring as many as possible over, just like what we did when Parex was joining. This doesn't exclude any hierarchical level. This is also the Executive Board is eventually a possibility. We don't have, let's say, vacancies where we desperately are looking for. I would say, you know, we treat them from day one as equal.
There is not the Sika and others, it is just Sika. We take the best performant, give them career opportunities. You know, when we talk about people, it's also many are questioning, you know, do you have too many? The fact is we have too few. You know, we are growing. Our challenge is that we don't get enough talents, that we don't get enough people. The shortages on the labor market is a big trouble, and we see this as an excellent pool, and we want actively to work with this pool, make them comfortable that they are really belonging to us, that they are equal, and they have equal opportunities and the opportunities do not stop at any ceiling. This is my goal.
This is how we approach it. Yes, for the next 12 months, it is a bit more difficult to bridge because we cannot be as close as we would want to be. Once we're close, then we have our programs very quickly and it works very well. I think again, our culture is very people-oriented. We are straightforward. We walk the talk and we respect and we empower people, which generally is one of the key aspirations that people have. They want to have the possibility to create something, and they want to have the possibility also to take their career in their own hands and have a fair chance.
Okay. From the BASF annual report, we know that operating cash flow of the group has been CHF 219 million in 2019 and CHF 46 million last year, only for 11 months. Can you remind us what happened there that we have seen such a big drop in the operating cash flow? Where we are today, are we closer to the EBITDA as a proxy or are we closer to a level we have seen in 2019? With that as well, cash flow from investing activities was around CHF 110-CHF 120 million. Is this a recurring CapEx level or how we should see that?
In terms of the cash flow, obviously, the previous years and what was reported, I mean, there's a lot of, you know, impacts from these carve-outs and changes. If you look at the business fundamentally, I mean, there is no difference in terms of cash conversion from when you look at the MBCC business to ours. Talking about capital expenditure, they're at a somewhat higher level, not much. This is more related to size. Here, we would expect that this would be coming down slightly, you know, over the next years, and basically rather approaching our level.
Okay. Very helpful. Thank you so much. The last question. You said several times that you want to maintain A- rating. Can you remind me what the KPIs you are looking at? I believe you said a 2.5x leverage, but what about equity ratio? Are there other KPIs you see you have to fulfill or to reach?
The two main KPIs is net debt to EBITDA is one which I mentioned, and also, you know, funds from operations, you know, compared to debt. Going forward, we will very quickly, you know, move into these metrics. Again, obviously, it depends a bit on the time of closing, also, but within 2023 we will be commensurate with these metrics.
Okay. Thank you.
Maybe some more questions from the virtual side. We have here Glynis Johnson from Jefferies that will be next, and then Matthias Pfeifenberger from Deutsche Bank.
Good morning to you. Hopefully you can hear me. Can you hear me? Hello?
I can hear you.
Perfect. Okay. I have two, if I may, and actually both focused on the profitability. You've given us the sales breakdown by region, but I'm just wondering if you can help us out. Are the big differences between the profitability in those regions, are there certain areas which are more skewed in terms of profitability? And will the synergies have a similar skew, i.e. are you gonna try and looking at profitability in regions up to similar levels? And then just how does this business fit in with your medium-term EBIT margin target, the 15%-18%? Does it push it further out? Is there more scope on the upside? How should we think about that context?
Good. Thanks for that question. On the breakdown on regional level, and that's probably not the sort of the most sort of, you know, or the best way to look at it. There's no big difference. Obviously, there is always, as in our business, differences from country to country, depending on the circumstances. In terms of the regional impact, there is no big differences. In terms of synergies, obviously we have been building this up, also looking here at the major, you know, geographies. The biggest impact will also be here on the big ones.
Let's say if you look at regional level, also not major differences in terms of where we would believe there is an overproportional, you know, element of that. In terms of our targets going forward, obviously it will depend a bit on timing. There will always be an initial dilution. We talked about the amortization on EBIT level. Currently, there is no, let's say, change to our overall guidance, what sort of the profitability targets are concerned, but obviously a bit dependent on the timing when you know we can close the transaction.
If I can just follow up on that first question. I asked you about regional 'cause I didn't think you were gonna tell us about on a country basis, but maybe I pushed you a little harder. Can you maybe give us the top five countries in terms of the contribution so we can see which ones are the most meaningful or any kind of color that would help us understand how that breaks out?
Yeah. I mean, in terms of size, I mean, it's the U.S., it's Germany, it's China, as the big ones. These are the top three. Also Japan.
Thank you.
Okay, Matthias Pfeifenberger please.
Yeah. Good morning, gents. Hope you can hear me. Two questions from my side. I just want to push on Glynis' question a bit more, the 15%-18%. Congrats on the deal, by the way. It's, I think, a good one. We can all agree you're getting a lot of praise in the financial markets. Just a bit more scrutiny on the financials. 15%, it's maybe 3%-4% normal D&A, and then you said 4%-5% PPA D&A. The deal, if it's closed mid-next year, it's half a year of earnings contribution, but you're getting the full load on the balance sheet at once.
This will be quite dilutive on the EBIT margin, and even more so maybe on the returns where you saw a lot of dilution from the Parex deal, and you said you're gonna bring it up, bring it up again. Now that's distorted by another big deal. How do you think about that? I mean, we could be looking at, I don't know, two years with all the distortions, with the consolidation schedule, with the PPA of being below that 15%, depending on what the energy costs are doing. How do you plan to handle it? Are you gonna strip out the PPA or what's the plan? Then maybe also in the returns must be quite dilutive on the returns.
The second question is on the sustainability. I don't wanna be the party crusher. You said there's a change in definition from the 70% to more than 35%. So how do we get to the 80%? Is that just ramping all your sustainable products into their distribution and getting to a similar level? Or is that being diluted from 70% to, I don't know, 60% for two years and then having to work yourself up again to the 80%? Thanks a lot.
Maybe I'll take the first one here. Obviously, that's why I was mentioning, you know, the time of closing. You have now mentioned the first of July. Obviously, this is not certain. This will have a bit of an impact. I mean, if we do look at 2023, we will also, as an overall group, evolve during that time.
Yeah.
I would sort of make it a caveat here in terms of the one-time cost. Again, from this point of view, you know, there is no change. We have to now see how we, you know, progress through this phase and when we will be, you know, able to close, and we'll then give an update. Fundamentally, of course, on EBIT levels, there is, as you point out, this dilution, but there will also be the synergies against that.
Okay.
On the sustainability topic, it is our statement, the 70%, positive sustainability impact and theirs are not identical. The 80%, of course, are based on our definition. We want to bring the combined further up. Our own will have to grow as well as theirs. It is a bit speculative where they would be if we apply our metrics for the sustainability. Best guess would be probably somewhere in between the two numbers, between 35% and 70%. We do not have the in-depth, so we take how they declare to public their sustainability footprint and compare it with ours. Here we have to be generous in understanding they are not exactly the same.
Our aspiration going forward is based on our definition, and it goes from 70 up, and it applies to both businesses.
Okay. Can I just follow up with one detailed question on the numbers? You gave us the 8.5x with the fully loaded synergies, but you also gave us the CHF 440 in terms of pro forma 2021. If I do the math, you are already baking in some increase for MBCC for next year, CHF 475. I guess it is fair to assume you will not do a lot of synergies in year one. That is what you hinted in terms of back-end loaded. Is it fair to say that on a real 2022 basis, the multiple, the takeover multiple will be half a notch or a notch higher? If we just do the real math, like MBCC improving but probably not a lot of synergies, so maybe CHF 475-CHF 500.
Yeah. I mean, the CHF 440 you're referring to, I mean, this is basically the run rate including the sort of the full year impact of, let's say, their you know measures, how they're progressing. On that basis, there is this you know calculation, this pro forma is being displayed. You're absolutely right. There is a ramp up of, let's say, synergies. This is not, let's say, a reported or a real 2022 or 2023 number. On a pro forma basis, how this will evolve in terms of you know profitability development.
Obviously, what this does not include is the underlying progression of the business and the growth, which will, you know, add to it.
Okay. Thanks a lot, and congrats.
Fabrizio Cattaneo, Pictet Asset Management. Two for me. The first one is, you compare the EBITDA, but maybe on return on invested capital, how does the two business compare? I don't need the details during the ramp up of the synergies, but over time, especially because of the various ownership of the business, how do you expect this to evolve-
Mm.
the two of them?
Yeah.
Okay.
Sorry.
The second one will be on the regulatory proceeding, how many jurisdictions are involved? Maybe you seem relaxed to this, but you can share some details how complex that will be. Thanks.
Maybe on the return on capital question. I mean, if you look at the business itself, and it goes a bit in the direction of, you know, the working capital and basically the return or the cash conversion, there is really no fundamental difference between the two businesses in terms of return on operating assets. Obviously, including now the goodwill, we will have a dilutive impact on ROIC in sort of a similar pattern as we have had with Parex, but we'll move that up to, you know, above the 20% combined by 2025.
Maybe on the antitrust filings, it's very clear here we follow the size. The E.U. is very key. The U.S., Canada, China, Japan, Australia, these are really critical key jurisdictions. There are furthermore, and you can say it's probably in the range of a dozen that also require filing, and we take this seriously. It's clear when you know, we need the top six to move fast, and fast is relative. It's not always in our hands. A lot of information requirements will come. Yes, it's several jurisdictions that we go in parallel. The top six, seven, as mentioned, of course, clear priority to get clearance as quickly as possible. Yeah?
Yeah, morning. Martin Flueckiger, Kepler Cheuvreux. I have two questions, actually, and they're both on the competitive environment. Now that you've achieved, I would think around 14% global market share, you're already ahead of your target of 12%, I think, which you used to have by 2023, if I remember correctly. What are your new ambitions going forward, and what are the pathways you envisage to achieve that target? And that's my first question. My second question would be, do you expect any particular market reactions from competitors in any of your key markets? I mean, you know, this is quite a transformational deal for you. I think it's the biggest one in corporate history of Sika, if I remember correctly.
I think Parex was the biggest one at the time, and this one is considerably bigger. You know, are we here to expect, you know, particularly the U.S. players, but also potentially in Asia, to react in a maybe different way than we have seen in the past?
We have a long-term growth strategy with 6%-8% growth. It's clear, with this transaction, we will be a few percentage points up. Then, you know, we have a new base, and from there we want to continue to have our 6%-8%. You know, we see it's a fragmented market. You know, if it is 12% or 14% or. It's still 85% at least is still fragmented out there. We can continue our, let's say, over proportional growth expectation against the market. At the 6%-8%, we feel comfortable. We will certainly review when we come forward with the next strategy, how that then articulates.
I think it's a bit of a precursor to say the 6%-8% has been a good guidance in the past, and it will continue. We just make now one leap step, and we will continue. The reaction of the competitors. Now, we have not seen, let's say, very huge reaction to the Parex transaction, and also here we don't expect too big reaction. It's a fragmented market. It will be different from country to country. Of course, there are reactions. Some see it as an opportunity, but nothing out of the ordinary, I think, will happen. Customers will reflect, will digest, as always, and value and balance their options.
I think we have done in the past a pretty good job in convincing that this is also for them value generating and not putting them at a disadvantage. This will be also again a major task of our sales force to bring this message and also demonstrate again that we walk the talk. Yeah.
Great to see you, Sir. Also two quick follow-ups. Given the long transaction time of the deal, do you have implemented any bonus and malus instruments in the deal? This would be the first one.
In terms of the deal itself.
Yeah, from the price, you know. If a company should go wrong next year, I don't know, an accident, a claim or whatever can happen, any risk which appears. That probably you would pay too much or too less, whatever. That you motivate the management, I don't know. If they succeed, they get retention, so you have to pay more bonus or also to the private equity company. In this mindset.
Yeah. I mean, there is in that sense not an earn-out component, but there is an element which is related to, let's say, the cash generation.
Okay, thank you so much. Second is that, given the appreciation of the Swiss francs as of recently, can you tell us at which exchange rate you fixed the deal? And secondly, did you hedge 100% the deal or only partially?
Yeah. I mean, there is actually quite a good hedge in terms of, obviously, the profitability and the financing. But we have, let's say, from a cash flow perspective, we have not hedged the transaction.
Okay. Thank you, Seth. I think we have to. We have still five people from the virtual room that have questions, so let me just give them as well the chance to come with their question forward. First, probably Yves Bromehead from Exane BNP , and then second one, Yassine Touahri from On Field Investment Research. Please, Yves.
Start with your question.
Good morning. Can you hear me well? Great. Sorry, I don't have a video, I'm afraid. But just a few questions. First one for you, Adrian. Your background is actually originally from BASF and even Degussa, in financial, strategic, but also as a general manager of the construction chemical division. I guess I want to get some insight as to helping us better understand the drivers of the underperformance of the ex-BASF construction chemical historically. What were they not doing as good as Sika? Where were they doing better? Why do you think that within Sika you can work into becoming a much more value and growth-oriented business?
Okay, well, it's obviously been a while, so I have to use my memory here a bit. I think you know, Thomas mentioned it before. I think fundamentally, let's say on country level, how you know the business is being conducted, there is actually quite a strong alignment. Obviously the business has gone through different ownerships for various reasons. I think there is little for me to comment there.
We are very convinced that, going forward, you know, this will be a very strong, you know, combination of the two groups who will act in the market. There's probably not that much more to say about this.
Thank you. Maybe a second question on the assets that you're acquiring. It's much more concentrated on concrete admixtures, cement additives and mortars. A few of your competitors actually made a few acquisitions and presented what they believe is the market growth expectation in those markets, which is in the high single digit range. Given what Thomas, you've just said on the medium term top line ambitions, is it fair to assume that maybe your organic growth can accelerate as you integrate this asset into your business?
I would not deny, but I'm also not confirming, you know what I mean? I'm very optimistic about the market growth going forward. The drivers, I think, we have explained many times. I'm also confident with our setup, with our resources, with our decentralized approach, that we will take more advantage than others. Surely, this should translate also in a nice organic growth pattern. Yeah, we will reflect that in the next strategy.
Well, thank you very much for your time, and congratulations on the deal. Thank you.
Thank you.
It goes to Yassine. Yassine, please.
Yes. Good morning. We'll have two questions. First, can you give a bit more color on what MBCC can bring to Sika in terms of innovation, given their existing portfolio of proprietary comb molecules? Do you have any metrics in terms of patents or new product as a percentage of sales that you use to monitor innovation for both Sika and MBCC? That will be my first question.
Philippe?
I think, you know, as Thomas and Adrian pointed out multiple times, I think the way the two companies operated to bring innovation to our customers is very similar. If you look at their patent portfolio, there are certain patents in areas where we always wish that we would have had them. Probably, hopefully, on the other side it's the same. I think for that sense, it's I think we see in both on the cementitious products that were mentioned and also on the admixture side, we see opportunities for us to use to cross-use those patents.
We think that, you know, they have a strong R&D capabilities in multiple centers, similar setup that we have with certain centers acting globally, certain centers having regional competencies. We feel that the complementarity of those of this IP, not only patents, but also formulation know-how, can benefit both sides and allow us to offer better products to our customers.
Would you have any concrete example on, of one of these patents, for example, that MBCC has that you don't have, or any concrete example to illustrate the complementarity?
The latest one that they is that I also mentioned in my slides is they came up with a way of accelerating cement in a different way. It was also on the sustainability side with a seeding technology that was really unique and that we don't have in our portfolio. Just as one example.
The second question is more on the growth. I think over the past two decades, Chryso, which is a close competitor of MBCC in concrete system and cementitious, I think they generated an average sales growth of 8% per year. Do you have the average sales growth that MBCC generated in the past decade? Do you think that MBCC could generate a higher sales growth in the next decade than 8%, given the stricter regulatory environment and also your commercial synergies?
Maybe on the sales growth. I mean, historically it was clearly below the 8%. Yes, I mean, clearly the decarbonization is a driver. We talked about some of the, you know, synergy and growth expectations. Obviously 8% is a high number. I would, you know, see that within sort of the context of our, you know, organic sales growth going forward.
Thank you very much.
Thank you very much. One more question to Markus Mayer. Please be brief now. It's a bit tight on time, and we'd like to give you all the chance really to bring your questions. Markus Mayer from Baader Bank, please.
Yeah. Good morning, everyone. Maybe my first question is more on the history of this business again. Maybe I'm a little more critical, as I know this business from the BASF and from the Degussa past, but it underperformed it since decades. Therefore, my question is, what do you see have been the key weak points of the business, and how do you want to change them? Also, when I remember correctly, when BASF put this business up for sale, you also said that the culture of the business might be one of the weak spots. How do you want to change this culture of the former BASF colleagues? That was my first question. The second question would be, what has changed since the ownership of Lone Star?
I see the margin have changed, but has Lone Star also invested properly in this business, or is there a CapEx catch-up effect for the next years? Then the last question would be in one of the problem child of this business, which was the Middle East business, which was struggling quite a lot over the last years. How do you see the outlook for this business?
Of that business. Being a small segment in a large chemical conglomerate with a very clear upstream D&A, and then having to talk about admixtures for sites, sixteen locations in Japan, you don't get a lot of attention. Certainly also, they don't recognize what you're talking about. It's clear the mother company never had really the full investment into the business. The business, therefore, was not able to perform at its best, which then ultimately also was recognized in Ludwigshafen when they said, "Okay, this is too far down, and we spin it off." When we talked in the past about BASF, you know, it was. You know, we could see managers within the BASF conglomerates that took over construction chemicals coming from a completely different commodity.
Then we just said, "Oh, that's great." You know, until they understand what an admixture is, you know, two years passed. The whole organization was, at the same time, on their side, kind of paralyzed because educating somebody that has, you know, a polymer background, that has a real upstream chemical background. It was, for them, unfortunate. Further down, when you go into the business, then it got much more, let's say, to the substance and the competencies and the products, as also Philippe mentioned. You know, they have competencies, but they never could really demonstrate to its fullest. That's, of course, what we see as a great opportunity for us. Now they are in a company where the business is construction chemical.
I would say it's a homecoming for the organization, and it's for good. It will stay. It is core business. It's our business. This is a very strong motivator also, I believe, for the organization to do its utmost. I have no doubts that we will quickly have a completely different momentum.
Good. Your second question?
Maybe a quick word on the Lone Star ownership. I mean, they have obviously clearly managed this as a construction chemicals business. Also continue to invest in R&D. Made two or three smaller acquisitions. Also, in terms of CapEx, I mentioned this before even, you know, slightly higher. Actually no change to before. So they clearly have you know managed this well under their ownership.
Yeah.
Okay. Two remaining questions. The next one goes to Manish from Société Générale, and then the last one to Ileana Van Hagen. Please, Manish first this time.
Hello?
Yes.
Can you hear me? Good.
Yes.
Yes. My question was mainly on this mandatory convertibles that you have 2022. You mentioned with synergies the net debt with the pro forma will come down to 2.5x. If assumed these convertibles are converted, probably this economic debt will come down to less than 2x. You can confirm this number and can also mention, will you still continue to do this bolt-on M&A still after this acquisition? This is my first question. The second one is just on this synergies. I mean, you mentioned CHF 170 milllion-CHF 180 million, maybe like more than half is cost, so probably CHF 100 million synergies from the cost.
Just looking at the numbers, CHF 100 million, it looks slightly less given the size is CHF 3 billion and maybe the OpEx is like CHF 2 billion, more than CHF 2 billion. Are you a little bit cautious in giving this synergies number?
Good. Maybe firstly here on the instrument and the leverage. If you talk about the mandatory convertible, I mean, that's already equity. I mean, this will be in January 2022. This will convert. I was referring to the traditional convertible bond with a maturity in 2025. And obviously this will provide an additional equity content when it matures. But it is not foreseen to have any additional here, you know, equity as part of the financing. In terms of the bolt-on acquisitions, obviously, I mean, here we go, you know, through this process, we will close that transaction and integrate.
Of course, going forward, as Thomas mentioned, I mean, the market continues to be very fragmented. There will be additional bolt-ons going forward, but we take this obviously step by step. On the synergies, I mean, let's put it that way, the CHF 160 million-CHF 180 million, that's a number we feel sort of very, you know, comfortable with. It also includes what we have talked about, potential, you know, attrition effect as well. Overall, a number we can clearly stand behind at this point in time.
Just one thing more. Like, I thought these mandatory convertibles have some element of some part, like it's a hybrid one, so probably some are also parked in the debt side, maybe like something like CHF 1.3 billion. When it is converted, it will convert it into equity, but that will also go off CHF 1.3 billion or something like that. Maybe my understanding is not correct here.
Yeah. I mean, technically the debt component you're referring to, these were coupon payments of around CHF 45 million each over three years. The last one will be paid in January 2022 upon conversion. But there is no impact on an equity that's already, you know, in the books.
Okay. Thank you.
Okay. The last question goes to Ileana. Mm-hmm.
Hello, can you hear me?
We hear you, yeah.
Oh, good. Yeah, sorry, I don't have a camera. But I had a quick follow-up on your debt. You're talking about the leverage target, if I understand correctly, of 2.5x by 2023. That's where you plan to be? Because if I do the numbers right now, based on 2021 numbers or will be leverage around 2.36x. Maybe if I give all the synergy credit and a release of working capital, I get to 3x . I'm wondering if that 2.5x also includes some equity credit or potential additional convertible or maybe a hybrid bond that you are planning to add to the mix or to refinance your bridge loan facility.
My second question would be, have you had conversations with S&P already, given that you feel optimistic that you can keep your A- rating even though they recently changed your outlook from negative to stable in February? Thank you.
Yeah, let me try to answer here. It was a bit difficult to hear, but I guess your question was on the leverage and what this all included. The 2.5x net debt to EBITDA I was referring to, basically, was on the basis of 2022, including, let's say, a full year standalone profitability of MBCC as well as the eventual CHF 160 million-CHF 180 million of synergies on a pro forma basis. Obviously, there will be a phasing. There will be, let's say, additional growth and development of this. This, that's the anchor point.
You can already see that this is quite a reduced leverage compared to the first time consolidation, where you basically don't have any additional profitability against that additional you know capital or debt. In terms of you know S&P Global Ratings, yes, they will reflect on this. We had a briefing and a discussion on that transaction. They will obviously you know have their opinion on, let's say, the rating or the outlook. That will at some stage be published.
Thank you very much.
Okay. Dominic, we are done?
We're done. That is all the questions are put forward here.
Okay.
No more questions.
Thanks a lot for coming, especially on short notice. I hope we were able to bring the rationale of the transaction across and that we could answer your question to your satisfaction. I say goodbye to the people that have joined virtually, and I would like to invite the ones here present to join us for a brief lunch in the background. We have some time, so we can also chat a bit casually about many things, eventually also the deal that happened last night. Looking forward to see you for a few more moments. Thank you for coming to this media conference.