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M&A Announcement

Jan 19, 2024

Gary Bisbee
Head of Investor Relations, Thomson Reuters

Good morning, everyone, and thanks for joining us today to discuss our acquisition of Pagero. I'm joined by our CEO, Steve Hasker, and CFO, Mike Eastwood, who will discuss this announcement and take your questions following their remarks. Please note that our intention today is to discuss only the Pagero acquisition and not comment on our fourth quarter financial performance or 2024 outlook. We plan to discuss these topics when we report our fourth quarter results on February eighth. To enable us to get to as many questions as possible, we'd appreciate it if you'd limit yourself to one question and one follow-up when we open the phone lines. Today's presentation contains forward-looking statements and non-IFRS financial measures. Actual results may differ materially due to a number of risks and uncertainties discussed in reports and filings that we provide to regulatory agencies.

You may access these documents on our website or by contacting our investor relations department. Now, let me turn it over to Steve Hasker.

Steve Hasker
CEO, Thomson Reuters

Thank you, Gary, and good morning, everyone, and thanks for joining us today. I'm excited to announce our acquisition of Pagero, a global leader in e-invoicing and indirect tax solutions. Pagero brings important capabilities that, in combination with our ONESOURCE indirect tax offerings, provides both meaningful benefits for our customers and stronger growth potential for Thomson Reuters. Before providing a more detailed description of the company and why we're excited about the combination, I'll briefly review the transaction details. After initially making a public offer to acquire Pagero at SEK 40 on January eleventh, we updated our offer on Monday to SEK 50 , valuing the company at approximately $800 million. On Monday, we also announced that we had acquired 54% of Pagero's shares and that our offer was now unconditional.

Since then, we've increased our ownership to approximately 60%, and yesterday we were pleased to see Avalara withdraw their competing offer and state they plan to tender their shares. Let's turn to a quick overview of the company. Pagero is a global leader in e-invoicing and indirect tax solutions. The company is based in Sweden and operates around the globe, serving more than 90,000 customers. Annual recurring revenue as of September thirtieth was approximately $70 million, and 87% of revenue is recurring. Pagero has a strong track record of growth, with revenue expanding at a 25% CAGR in recent years. The company follows a land and expand approach to growth with existing customers, as is demonstrated through a robust net revenue retention of 122% as of September 30th.

It also delivers strong new customer growth, which benefits from a rich partner ecosystem. Pagero is slightly unprofitable, though this masks strong profitability in its established markets, offset by its investment markets, where it is investing heavily to support future demand. We are confident that total profitability will ramp strongly in the next several years as revenue scales. We began a strategic partnership with Pagero last February and introduced product integration in October. The partnership to date has been a success and provides confidence in both the commercial and cultural fit. Looking forward, the acquisition accelerates our joint vision to deliver a connected suite of global indirect tax, reporting, and e-invoicing capabilities that provides enhanced compliance and workflow automation benefits to our customers.

Before we discuss the strategic rationale, let's briefly review the E-invoicing opportunity and why we find it so attractive. I'll start with some basics. E-invoicing is a digitized form of billing, where companies send and receive invoices in a structured digital format. This replaces what are often manual and analog processes. In an attempt to reduce non-compliance and increase revenue, governments around the world are increasingly introducing legal requirements for E-invoicing and digital tax reporting, where the invoices must be shared with tax authorities. E-invoicing offers many benefits. For governments, increased transparency and tax compliance, and for buyers and sellers, improved efficiency and accuracy through automation and digitization, and improved working capital management. The E-invoicing opportunity is significant, with more than 80 countries having announced or introduced regulations.

As these mandates come into effect over the next several years, we expect a wave of regulatory-driven demand to drive continued strong adoption and growth of e-invoicing compliance solutions, including those from Pagero. We size the addressable market opportunity at $7 billion, with 20% mended growing at 18%. There are several types of e-invoicing digital tax reporting mandates, ranging from sharing the invoices on a post-audit basis to real-time transmission, which is known as continuous transactional controls, or CTC. In either case, the compliance burden on corporations is significant, and legacy systems and analog processes pose a challenge. And this is where Pagero comes in. It is a leading provider of e-invoicing and indirect tax solutions, which it provides through its Smart Business Network.

The company's platform links customers, suppliers, and institutions, allowing for the automated, compliant, and secure digital exchange of orders, invoices, and other business documents. It does this through a modern, secure, and open network that seamlessly integrates with the ERP or financial software of customers, vendors, and taxing authorities. By using the network, customers will comply with the E-invoicing and CTC controls in more than 75 countries. A key advantage of Pagero is that it operates through a single global network, which provides meaningful benefits versus the regional or even country-specific solutions offered by many competitors. We see a compelling strategic fit between Pagero and Thomson Reuters that will provide meaningful benefits for our customers and strong long-term value creation for our shareholders. I'll highlight four key investment positives. The first point I've already covered, E-invoicing is a significant and attractive growth opportunity.

Second, Pagero is a market leader with what we believe are differentiated solutions. In addition to offering a single global platform, which is unique in the market, the company's modern technology and robust compliance capabilities are market-leading, in our view. The company's smart business network links its 90,000 customers with over 14 million connected companies, providing emerging network effects that we expect to build as it continues to scale. Third, Pagero is a compelling product fit with Thomson Reuters. The combination of Pagero's e-invoicing compliance offerings with our one-source indirect tax determination reporting capabilities, should yield significant benefits for customers, including enhanced compliance capabilities, better end-to-end workflow automation, and global scale through a single trusted vendor. Over time, we see a number of opportunities to leverage Pagero's network to deliver additional compliance offerings, including for global trade management, supply chain, and vendor risk.

Lastly, Pagero has an attractive financial model with strong long-term growth and profit potential. Pagero has a high-quality revenue mix, with 87% recurring and a proven track record of double-digit revenue growth. It is highly profitable in scaled markets and has a pathway to robust overall profitability in the next few years as its investment markets scale. Let me dive a bit deeper into the complementary product fit and opportunities Pagero brings. I'll start by describing the strong fit of Pagero's e-invoicing capabilities with our ONESOURCE indirect tax offerings. Corporations are subject to a wide range of indirect taxes, including VAT, sales, and excise taxes. Rules and regulations vary from jurisdiction to jurisdiction and changed frequently, which creates significant regulatory and compliance complexity.

Our ONESOURCE indirect tax determination offering calculates these taxes on a global scale and in real-time, producing the tax amounts that need to be invoiced to customers. Our ONESOURCE indirect tax compliance offerings span reporting, tax filing, and other tax compliance capabilities that support periodic reporting to tax authorities. Pagero's e-invoicing and compliance offerings fit squarely between our tax determination and reporting capabilities, allowing for a true end-to-end automated indirect tax and e-invoicing solution. Taxes are calculated, can be digitally transmitted in a compliant manner, and transaction activity then supports periodic tax reporting and compliance activities. The resulting end-to-end workflow solution is highly automated, more accurate, compliant, and global in scale. While we're extremely excited about e-invoicing, we're equally enthusiastic about several longer-term opportunities unique to TR to leverage the Pagero network for additional automation and compliance use cases.

For example, Pagero offers a supplier profiles app that, in combination with our CLEAR risk offering, could provide enhanced vendor screening capabilities. And in addition, we see the opportunity to combine Pagero's transportation management app with elements of our global trade management offering, to provide incremental supply chain insights for customers. These and other future opportunities beyond e-invoicing will take some investment and some time to bring to market, but we see them as important opportunities to sustain strong growth from Pagero over the long term. And now I'll turn it over to Mike to provide a few thoughts on the financials and the transaction timeline.

Mike Eastwood
CFO, Thomson Reuters

Thanks, Steve. I will start by reiterating our excitement about the opportunity to acquire Pagero. This acquisition continues our efforts to execute the TR acquisition playbook we have discussed in the past. This entails acquiring high-quality businesses, integrating them into TR's product suite, investing behind their growth, and leveraging our extensive distribution and customer relationships to drive profitable long-term growth. As Steve stated, Pagero has a strong track record of growth, with revenue expanding at a 25% CAGR in recent years. It has slightly negative EBITDA, with strong profitability in established markets, offset by its investment markets, where it is investing heavily to support future demand. We see the acquisition being accretive to our organic growth, but modestly dilutive to our adjusted EBITDA margins. This includes integration expenses, which we do not add back to our adjusted earnings metrics.

Looking forward, we expect Pagero's profitability to scale strongly with revenue over the next few years and see profitability achieving our total company margins over the long term. We're also excited about the revenue synergy potential to cross-sell Pagero's solutions into our customer base and to bring ONESOURCE capabilities to Pagero's customers. We target delivering $50 million or more of revenue synergies by 2027, and for the Pagero business to deliver healthy growth many years into the future. For your modeling purposes, we expect to consolidate Pagero's results into our financial reporting by the end of the first quarter. Pagero will be recorded within our corporate segment. We will provide more details during our February eighth earnings call. Lastly, on the timeline from here, the acceptance period for our offer runs through February ninth, with settlement for shares tendered on or about February sixteenth.

We will provide updates on our ownership after the acceptance period ends. Let me now turn it back to Gary for questions.

Steve Hasker
CEO, Thomson Reuters

Thanks, Mike. Jennifer, we're ready to begin the Q&A.

Operator

Thank you. If you'd like to ask a question, please signal by pressing star one on your telephone keypad. If you are using a speakerphone, please make sure your mute function is turned off to allow your signal to reach our equipment. Again, that is star one if you'd like to ask a question. We'll go to Scott Fletcher from CIBC. You might try the mute function.

Scott Fletcher
Director of Equity Research, CIBC Capital Markets

Oh, hi. Sorry there. Good morning. Thanks for the details. Wanted to ask a question. Pagero, in their own documents, had targets of an ARR CAGR somewhere in the range of 37% into 2025, with 20% EBITDA margins. Would those still be targets post-acquisition, or do you think that you can meaningfully exceed some of those targets through the combination by 2025?

Mike Eastwood
CFO, Thomson Reuters

Yeah, Scott, good morning, and thanks for your time there. We're going to provide more detail in regards to the long-term projections during our February eighth earnings call, as we have time to work more closely with the Pagero leadership team. But we're certainly encouraged by the growth prospects. And as Steve and I mentioned in our prepared remarks, we're encouraged over the long run in regards to the profitability. I would just emphasize the established markets versus the investment markets. I think if you look at the Pagero filings, they indicated that they're around mid-30% in regards to EBITDA margin for the established market. So we'll provide more details both on the revenue trends, longer term, and the EBITDA margin trajectory during the February eighth earnings call, Scott.

Scott Fletcher
Director of Equity Research, CIBC Capital Markets

Okay, thanks. And, and then a follow-up to that, sort of you mentioned the established versus the investment markets. Under, like, as you own Pagero, would you think there would be any shift in the sort of focus on investment markets, or is it all really determined by the regulatory backdrop?

Mike Eastwood
CFO, Thomson Reuters

Yeah, I think where we sit today, Scott, we talk. Steve, please go ahead.

Steve Hasker
CEO, Thomson Reuters

No, go ahead, Mike. Sorry.

Mike Eastwood
CFO, Thomson Reuters

Yeah, Scott, we do not anticipate any near-term changes in regards to the product roadmap and the rollout. Certainly, the regulatory requirements in the various countries and jurisdictions is a really key factor in regards to prioritization, but we're very supportive of the current roadmap that Pagero has and the rollout plan. Steve?

Steve Hasker
CEO, Thomson Reuters

Yeah, that's well said, Mike. I mean, one of the, you know, this, as Mike said in his remarks, Scott, one of the many attractive parts of this acquisition is it's very consistent with our playbook. So it takes a product that we think is best in market and combines it with our distribution. And so we'll be looking for opportunities to expand the application of Pagero's e-invoicing capabilities and using, you know, our sales networks and customer relationships to do that. But ultimately, you know, there is a guide here, which is the introduction of regulations around e-invoicing, so we'll obviously be very focused on that as well.

Scott Fletcher
Director of Equity Research, CIBC Capital Markets

Okay. Well, I appreciate that. Thank you.

Operator

Thank you. We'll go next to Kevin McVeigh from UBS.

Steve Hasker
CEO, Thomson Reuters

Good morning Kevin.

Kevin McVeigh
Managing Director, UBS

hey

Mike Eastwood
CFO, Thomson Reuters

Hi, Kevin.

Kevin McVeigh
Managing Director, UBS

Hey, how are you? Hey, congratulations on, on just a really looks like a terrific transaction. Could you help maybe frame how this came together? I mean, pretty interesting in the sense of there were multiple suitors, and it seems like a, a pretty unique asset. So maybe Steve or Mike or Gary, maybe how it came together timing-wise, and again, it, you know, there were multiple suitors for this, so it seems like it's a pretty special asset. I just wanted to start there, maybe understand that a little bit.

Steve Hasker
CEO, Thomson Reuters

Yeah. I'll start, and Mike and Gary can add. We've all obviously been closely involved in this process, including some time on the ground in Gothenburg, in Sweden, with Bengt Nilsson and his team at Pagero. Essentially, you know, it's a similar playbook, Kevin, that we employed with SurePrep, where, you know, in SurePrep, we struck a partnership with Dave Weil and his team and realized there was a cultural fit and there was a product fit. And it was very much the same here. You know, as I mentioned in my remarks, we struck a partnership last year, and we've seen good results in market.

Certainly our sales teams across the world, you know, celebrated the formation of that partnership and have certainly been big fans of it since it's been in place. So it was really with that in mind that we moved the conversations with Bengt and his group to acquisition. And obviously, we weren't the only interested party, which I think both validates sort of what Bengt and his team have built and validates our interest in it. And but we felt strongly that the synergies with TR were very, very strong and justified our approach.

And maybe more importantly, I think Bengt made a decision that we were the right partner for he and his group. And so really, it's been one of the more interesting processes we've been involved with, and we couldn't be more delighted with the outcome.

Kevin McVeigh
Managing Director, UBS

For sure, Steve, everyone wants to play the Yankees, you know? I guess, and Mike, can you just—I think you, Mike, you mentioned... Did you mention or I just missed it? It'd be good. Did you mention a revenue synergy number, and then, and what year was that? I apologize. I just missed it.

Mike Eastwood
CFO, Thomson Reuters

Sure. We discussed that, $50 million in revenue synergies by 2027. Kevin, that is supplemented by what we view as strong double-digit underlying revenue growth for Pagero over the time horizon. And then on top of that, we would have the $50 million of revenue synergies by 2027.

Kevin McVeigh
Managing Director, UBS

Terrific. Thank you so much, and congrats.

Operator

Thank you. We'll go next to Drew McReynolds from RBC.

Drew McReynolds
Managing Director of Global Research, Telecommunications, and Media, RBC Capital Markets

Yeah, good, good morning. Can you hear me?

Mike Eastwood
CFO, Thomson Reuters

Very well, Drew.

Drew McReynolds
Managing Director of Global Research, Telecommunications, and Media, RBC Capital Markets

Okay, excellent. Just a couple for me. You know, certainly, indirect tax is not something I live and breathe every day. Maybe Steve, on the CTC models that, you know, are being implemented globally, like, where inning-wise, you know, where, where in kind of the, the stages of, of, of that kind of regime are we globally? Is it, is it early innings, kind of middle innings or late innings? 'Cause obviously, that's a pretty big tailwind here. And then secondly, you know, just the $50 million in revenue synergies, does that incorporate, you know, some of the additional opportunities that you wanna do above and beyond, you know, the e-invoicing and the direct tax with this asset? Or over time, would that be even incremental to the $50 million of revenue synergies? Thank you.

Steve Hasker
CEO, Thomson Reuters

Yeah. Thanks, Drew. I'll try to address the first question and then defer to Mike on the second, in terms of a bit more color on the synergies. So I would say, at a high level, we're somewhere between the early and mid-innings. We're probably closer to early. And I say that because, you know, we've now got sort of 80 countries who have mandated or introduced CTC or CTC-like regulations in their markets.

So this is real, and it is something that's very much in the interests of governments to do because it streamlines the collection of VAT sales and excise taxes, and is a great revenue generator in a sort of a global environment where, you know, fiscal situations are often upside down or extremely strained. It started in Latin America and Europe, and is sort of rolling through those territories. It's now moving, starting to show signs in Southeast Asia and throughout Asia. You know, I'd say, I'd say qualitatively speaking, Drew, it's between early and mid, and that's the reason that we're so excited to get in now and really sort of combine what we think is the best solution with our distribution.

Mike, over to you on the synergies.

Mike Eastwood
CFO, Thomson Reuters

Sure. Drew, regards to the synergies, the $50 million or more by 2027, that reflects the core cross-selling activity of Pagero's solutions into our TR customer base and bringing our TR ONESOURCE capabilities into Pagero's customers. The other opportunities that you referenced would be incremental. However, we're working on the timeline upon which that would occur, and we'll provide more details, over the time horizon with that. But that $50 million relates to the core cross-selling activities with the customer bases of the respective companies.

Drew McReynolds
Managing Director of Global Research, Telecommunications, and Media, RBC Capital Markets

Okay. Fantastic. Understood. Thanks very much.

Steve Hasker
CEO, Thomson Reuters

Thanks, Drew.

Operator

Thank you. We'll go next to Heather Balsky from Bank of America.

Heather Balsky
Equity Research Analyst, Bank of America Securities

Hi, good morning. Thank you for taking my question. I wanted to touch on your broader M&A strategy. You talked about your playbook, but it'd be great to get more color just to better understand the business, the businesses you're deciding to pursue within the big three and, given you know what, how many new businesses in accounting, tax, and risk and fraud are out there. And just how do you think about your broader vision around sales growth and margins?

... If we were to jump forward 10 years, kind of what, will all this M&A that you've done kind of do to enhance your growth story and, and, you know, add value for shareholders? Appreciate it. Thank you.

Steve Hasker
CEO, Thomson Reuters

Yeah. Thanks, Heather. That's a great question. So look, as you know, the first thing I would say is we are, we're both consistent and rigorous in terms of our M&A approach. You know, we look, we like this playbook where we take, you know, our distribution and presence, globally, and we add, we add, you know, best-of-breed products, digital products, particularly those that don't come with tech debt, that are additive to the customer experience and companies that we think will be a good cultural fit. Certainly, SurePrep fitted into that, Casetext fitted into that, and we think now Pagero does, too. So, you know, I hope we're being sort of boring and consistent in terms of applying that rigor and that playbook, and we'll continue to look for those opportunities.

We are very focused on the big three. We're very focused on opportunities to further automate the tax and accounting processes, both indirect and direct tax, for our customers, be they corporations or tax and accounting professionals. We're focused on legal workflow automation, particularly in the sort of, you know, in an era of generative AI, and that was obviously the basis of the Casetext acquisition. We'd like to expand internationally, so we have an eye on sort of the international footprints of these businesses, and that's why Pagero was even more attractive. And we're being a little bit more opportunistic in looking at risk, fraud, and compliance and ESG.

You know, and those areas that we think we have a right to play, given the relationships with heads of tax and general counsels and risk and compliance officers. And our ability to take large amounts of disparate information and add AI and push it through best-of-breed software. So those are not big step outs for us, but they do represent slightly new areas. But very focused on our customers in the big three, and the opportunities to sort of further streamline and automate core activities and, in a sense, really help corporations and their advisors handle and simplify increasingly complex compliance and regulatory landscapes.

In terms of what it all adds up to, you know, we're very focused on driving our growth, our organic growth rates, beyond the levels that we currently enjoy, and doing so with our sort of customary leverage. And obviously, you know, many or most of these acquisitions require careful integration, and investment in the early years to make sure that we get it right. But ultimately, you know, what we'd like to do is, you know, have an organic profile that's both higher in growth rates and sees us able to extend, expand our margins in natural ways. Mike and Gary, anything to add on that?

Mike Eastwood
CFO, Thomson Reuters

Yeah, I'll just supplement, Heather. At our February 8th earnings call and March 12th, Investor Day, we'll paint the picture further, in regards to the longer-term horizon that you referenced, with specific focus on 2024-2026. Just as a reminder, after completing the current $1 billion NCIB share buyback program, which we completed about $400 million, so we have $600 million to go, and after completing the Pagero acquisition, we estimate about $8 billion of additional capital capacity between now and 2026. So your question about driving continued organic and inorganic growth, Heather, a lot of opportunities for us to explore, the areas that Steve outlined.

Heather Balsky
Equity Research Analyst, Bank of America Securities

I appreciate that. And I'll slip in a follow-up specific to Pagero. You talked about scaling margins over the next few years. You also spoke about investing behind the businesses you acquire in. And I know you're still kind of diligencing and digging into the business, but you know, the company's been going through an investment cycle. You know, could we see another year of sort of investment cycle for the company before we start seeing margins scale, or do you think there's an opportunity to start scaling, you know, this year?

Steve Hasker
CEO, Thomson Reuters

I'll start, Heather, with this sort of qualitative comment, and then turn it over to Mike. We're very impressed by what Bengt Nilsson and his team have done in recent years, in terms of their product, their technology, and their traction in the marketplaces where e-invoicing is rolling out. So we're planning to invest behind them and really sort of look to strengthen and further accelerate their existing playbook. And Mike, maybe with that in mind, turn it over to you.

Mike Eastwood
CFO, Thomson Reuters

Yeah, I agree, Steve, with your comments there. And, Heather, one additional item, just to remind everyone, we do not, we do not add back integration expenses, which normally we typically expand over 24 months. So when you think about the ramp-up in the EBITDA margin, it will be a multiyear journey there, but we're quite optimistic and confident, as we mentioned in our prepared remarks, that we will reach total TR margins over the time horizon. But that will be a ramp-up over multiple years, given the investments that Steve referenced and also the integration expenses.

Heather Balsky
Equity Research Analyst, Bank of America Securities

Thank you. That's helpful.

Operator

Thank you. We'll go next to Vince Valentini from TD Cowen.

Vince Valentini
Managing Director, TD Cowen

... Hey, thanks very much. Want to try to understand the TAM of $7 billion that you gave us a little bit more. You say it's 20% penetrated. Does that, does that mean 80% of companies who are supposed to be doing this type of compliance are just fumbling through doing it with internal IT systems and haven't outsourced to professional, like, Pagero yet? Or does that mean these 80% is all these countries that haven't mandated it yet?

Steve Hasker
CEO, Thomson Reuters

It's a mix of the two. It's a mix of the two, Vince. Predominantly homegrown solutions to meet existing requirements. And, you know, one of the things that I talked about in my remarks was just the sort of strains of taking those analog and unautomated processes and extending it into the, you know, when an e-invoicing mandate comes down. And what customers are finding is that this just doesn't work very well. It puts an enormous strain on their finance and tax departments. And so that's really one of the main sources of the demand for Pagero and other e-invoicing solutions.

Vince Valentini
Managing Director, TD Cowen

Excellent. So then just a quick follow-up. As the current market share of that addressable market for Pagero, I assume if we just simply take their current revenue run rates, divide into 20% of $7 billion or $1.4 billion, we'd get the approximate market share, and the rest is held by competing firms that do a similar type of solution?

Steve Hasker
CEO, Thomson Reuters

Yeah, very roughly. You know, as an emerging market, you've got to give a bit of room to move in terms of the numbers. But yes, I think that's a fair place to start.

Mike Eastwood
CFO, Thomson Reuters

And, Vince, then some of the stuff the March 12 Investor Day, what we call transactional compliance, which includes traditional indirect tax, e-invoicing, global trade management. We're going to expand on your questions there in regards to TAM, total blended, et cetera. A great question, but we're gonna be more expansive on March 12 this year.

Vince Valentini
Managing Director, TD Cowen

I would expect nothing less. So Mike, thank you. Just one comment, being here in Toronto, it seems like everybody wants to play for the Dodgers, not the Yankees, but thanks for the call.

Steve Hasker
CEO, Thomson Reuters

Thanks, Vince.

Operator

Thank you. We'll go next to Manav Patnaik from Barclays.

Manav Patnaik
Managing Director and Equity Research Analyst, Barclays

Thank you. Good morning. Just two questions for me. First, you know, in terms of, you know, the, the market and the market share Pagero has, you know, is, is this an area that you'll keep rolling up, or is Pagero the solution? Because I noticed, you know, Sovos also acquired, like, an e-invoicing business. I'm just curious if, if this is kind of a roll-up within this market?

Steve Hasker
CEO, Thomson Reuters

Yeah, Manav, we don't have any current plans to do further acquisitions. But I think as you can sense, we very much like this space. We think the combination of ONESOURCE and Pagero gives us a great position. But we very much like this space, and as we see other opportunities to do inorganic activity, as long as it creates value for our shareholders, we'll be excited about pursuing those.

Manav Patnaik
Managing Director and Equity Research Analyst, Barclays

Got it. And then just to follow up on kind of the timing, you know, just judging from the Pagero share price, I mean, it doesn't look like investors were too excited about, you know, what was going on before, and then suddenly the three big players, you know, get into a bidding war. Was there something that you guys saw in the industry, whether it was all these regulations coming through that nobody noticed, or what was the catalyst for, you know, this to happen so quickly, I suppose?

Steve Hasker
CEO, Thomson Reuters

Yeah, Manav, I'd sort of... I'd defer to Gary in terms of, you know, the preexisting valuation and, you know, what happened and why it happened. For us, you know, we have for quite some time been looking to expand organically and inorganically our indirect tax franchise. And it was with that that we sort of did a pretty comprehensive piece of work and a scan some time ago. That led us to the partnership with Pagero and the launch of a product last year. And, you know, we were very focused on the sort of in-market success of that partnership, and that led us to the acquisition. So, you know, I can't speak for the interest of the other suitors.

But certainly for us, it was a fairly sort of natural path from some heavy duty strategy work to exploration of a partnership, to the creation of a partnership, to in-market success in the early going from that to the acquisition-related activities.

Manav Patnaik
Managing Director and Equity Research Analyst, Barclays

Got it. Thank you.

Operator

Thank you. We'll go next to Toni Kaplan from Morgan Stanley.

Toni Kaplan
Executive Director and Senior Equity Research Analyst, Morgan Stanley

Hi. I wanted to ask a question about Pagero has 90,000 customers, but there's 14 million companies in the network. I guess, what does it mean to be in the network and not a customer? What's the incentive for a company to join the network? Could companies be part of multiple networks? Just trying to understand what this means.

Steve Hasker
CEO, Thomson Reuters

Yeah, Toni, the incentive for a customer to be in the network is really to help streamline the sort of remittance of indirect taxes and the associated invoices and to streamline that paperwork. So what Pagero have done is built this one global solution and a network surrounding that, and created a sort of fairly seamless system by which a company can opt in and be part of that network. And, you know, it's in their interest to sort of do so because it reduces the frictions associated with their transactions. Companies can be part of multiple networks. There is only one truly single global network at the moment, that's Pagero's.

And obviously, you know, tax departments are stressed and strained in terms of their capacity. So while in theory they can join multiple, you know, assuming that they're part of Pagero and it's working for them, the incentives to do so aren't quite as high.

Toni Kaplan
Executive Director and Senior Equity Research Analyst, Morgan Stanley

I guess, why aren't the 14 million companies in the network customers?

Steve Hasker
CEO, Thomson Reuters

It's certainly something, Toni. We'll be looking to address.

Toni Kaplan
Executive Director and Senior Equity Research Analyst, Morgan Stanley

Okay. Got it. And then I guess, is there... what is the real unique differentiator? Like, I definitely understand that, you know, having a global network makes a lot more sense for your business than having regional networks. But is there something in the technology that makes it difficult to replicate? Is there any sort of, you know, is there an exclusivity? Is there, you know, just why can't someone just start a new network up tomorrow?

Steve Hasker
CEO, Thomson Reuters

Well, if you think about, it's really a question of sort of, you know, the... Similar to a lot of software businesses, right? If you have a vendor competing with Pagero, and you've got multiple country by country e-invoicing solutions, and you've got customers who are using those, getting them to switch to a new global solution that you introduce, is possible, but it's not easy, and it sort of creates an opportunity for that customer to go back into the market and look at alternatives. And so, you know, Pagero, from the start, built this sort of single global network, whereas, as I said in my remarks, the competitors have put together, through acquisition or organic builds, disparate solutions in different markets.

We think that's a pretty significant source of competitive advantage for Pagero.

Toni Kaplan
Executive Director and Senior Equity Research Analyst, Morgan Stanley

Thank you.

Steve Hasker
CEO, Thomson Reuters

Thanks, Toni.

Operator

There are no further questions in the queue at this time.

Gary Bisbee
Head of Investor Relations, Thomson Reuters

Okay, great. Thanks. Thanks, Jennifer. Thanks, everyone, for joining us today. If you have any follow-ups, reach out, reach out to the IR team. Have a good weekend.

Mike Eastwood
CFO, Thomson Reuters

Thank you.

Steve Hasker
CEO, Thomson Reuters

Thanks, everyone.

Operator

That concludes today's call. Thank you for your participation. You may now disconnect.

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