Ladies and gentlemen, thank you for dialing in today. I hope you're all well. Close to Christmas, we have announced today that we intend to acquire a substantial part of the Terreal Group. This highly attractive transaction marks a true milestone in the Wienerberger's successful history. To underline the importance of this transaction, we have invited you to our conference call today. Our CEO, Heimo Scheuch, and our CFO, Gerhard Hanke, will guide you through our presentation. Afterwards, as always, we are ready to take your questions. I will now hand over to Mr. Scheuch.
Thank you, Daniel, and a warm welcome also from our side, from Gerhard and myself. Thanks for joining the call and so short indeed after year end and before year end and before Christmas that you make yourselves available. It is indeed a very, I would call it a landmark transaction for us, for the Wienerberger Group, and we are delighted to present this transaction to you, and it empowers us to really take a strong growth path in the years to come. The transaction as such is, as already mentioned by Daniel earlier, the Terreal Group of France and substantial parts of its assets, and especially the activities in France, Germany, Italy, Spain, and the U.S. that will be part of this transaction. That is the scope of the transaction.
When we mention Terreal or Terreal Group during this call or in our presentation that you have in front of you, that's what we are talking about. Not part of this deal are the operations in Poland, Austria, and Hungary. In Poland and Austria, Creaton runs factories. Austria is a sales organization. This is, staying with the existing shareholders and will be then, probably sold to a third party. This is, the deal as such. It's a transformational deal for Wienerberger and for us. Why? Because obviously it's an unique growth opportunity. It's a growth opportunity because we can actually enter in a much bigger and stronger way two of the most important renovation and roofing markets of Europe, France and Germany.
In both markets, our presence has been rather weak, because we have been a smaller player on the roofing side in France and Germany. With this transaction, we really become a strong player, and especially our exposure to renovation increases dramatically. The other important thing, and we will walk you through this, Gerhard and myself, it's a very complementary transaction because from a product portfolio and industrially speaking, it is a perfect fit for Wienerberger. Therefore, it is so important that we create here a strong platform for further growth. Also important is that this transaction, obviously in year one after closing, is already EPS accretive, so a very strong and positive way forward for Wienerberger, financially speaking. Let's come to the transaction in detail.
When we look at the enterprise value for the scope that I've tried to describe at the beginning, we will have an enterprise value of approximately EUR 600 million. Why approximately? Because signing and closing falls apart quite substantially. We talk about a year. That's all the antitrust approvals that have to be done and the procedures that we have to undergo. Obviously the normal and customary adjustments in such a procedure will take place, and also potential remedies could influence the enterprise value at the end of the day. Around EUR 600 million is the enterprise value.
The target as such makes in 2022 an estimated turnover of around EUR 740 million with a run rate EBITDA of approximately EUR 100 million, and therefore a very attractive multiple also in these circumstances that we are currently living through with about 6x of EBITDA to the enterprise value. We as Wienerberger, that's what we have done in the past as well. If you look at our most recent transactions, for example, Meridian in the U.S., where we clearly indicated the measures that we put in place in order to streamline the business, operationally speaking, also from a logistic front, portfolio, industrial restructuring, cost synergies, et cetera.
Here we have shown, you have all followed us very closely with respect to our North American transaction and the strong sort of profitability enhancement there as well due to the fast implementation of the integration, the cost synergies that came through. Here we do the same, here we show, obviously, on the slide of our presentation on slide 5, how we actually want to improve the performance of the existing Terreal business from about EUR 100 million to about EUR 150 million. By the way, when you look at this, we don't assume any sort of market growth.
It is actually very important that we show to you here how we organically want to grow the business by implementing our operational excellence that we are doing right now in the group and you know our Fast Forward projects, et cetera. We are talking here about 29 sites. We are integrating those sites in our performance enhancement program. We are integrating the whole portfolio in our logistical program. Also, the digital part is playing an important role. Through these sort of synergies, we create here a much stronger platform for the future, and especially in these strong two markets, France and Germany. If we go then a little bit to what has been happening on the roofing front in Europe especially, and also North America. There is a strong movement into the roofing sector.
Not only us, but other companies as well, have seen that there are opportunities out there. Opportunities with respect to renovation, changing the old roof to a new roof. There's also from a building perspective, there are certain changes. That's interesting actually, that we as Wienerberger can create a very attractive multiple in such a trend. If you look at the trend of these recent months, that actually that's not before any cycle or so, we are currently in the same sort of cycle as others that have bought into the sector. If you compare ourselves to these others, we can significantly outperform them with the 6x multiples.
Because when you take the medium sort of multiple of all these transactions that recently took place, we are talking here, January 21 till now, that's not a long time frame, it's above 11. Here again, we show our discipline that we have put in place over the last years, and we keep this with bigger transactions and see that we allocate resources to very attractive deals. All in all, when we look at the transaction, again, a very attractive multiple. If we turn then to slide 7 of the presentation, we see again, if you look at this attractive financial framework of the transaction, that we will finance it obviously. Financing of this transactions, you keep in mind please, that closing won't take place till the end of 2023 or beginning of 2024.
Meaning the time that we need to get all the regulatory approvals, mainly Germany and France. This is obviously a year away from now. When we look at the balance sheet of Wienerberger today and what we are planning for the foreseeable future, this deal can be easily financed by the cash and balance sheet. Obviously, because we would, as you have seen this year, we strongly generate cash. Under the control of Gerhard, I say we are approaching obviously nearly EUR 1 billion EBITDA this year. We will have a very solid cash generation this year and therefore a strong balance sheet. When it's necessary then obviously with new debt facilities, but the existing one, and Gerhard will explain this a little bit more in detail.
We have enough and substantial room in for further financing and at the same cost as Wienerberger's financing. This is, I think, very important that you know that. On the other hand, we have agreed with the existing shareholders of Terreal that they will take shares in Wienerberger. You know that we have a substantial amount of treasury shares, and we agreed with them that they will take up to 6 million shares of Wienerberger at the price of EUR 26. Again, we have tried to put here a very attractive package together for us as Wienerberger to create immediate value. If you look at the parameters here from a net debt perspective, at the year-end, we will be roughly at 1 or slightly above 1 at the year-end from respective net debt to EBITDA.
Pro forma if we would include this deal right now it's about 1.4. You see that it's substantially a very strong way of financing this deal and not jeopardizing in any way our strong balance sheet. I think this is the important message that we want to give you there with respect to this deal, financially speaking. When we look at Terreal as such and the group, let me just give you some sort of indications what we are talking about. As we have said, the scope includes countries France, Germany, Italy, Spain, and the United States. We talk here about 29 sites in these five countries with about 3,000 employees that will then join the Wienerberger Group. It's a key player. Terreal is a key player, especially on the roof.
It has some operations with respect to wall and facade, especially in France and in Italy and also in the United States. This is the major activity, as you can see on our slide 9. Is roof with 80% of its turnover when we take the estimated turnover of 2022. Again, a very strong local player in its markets with strong market shares and with strong local brands. This is very important because you know that the branding strategy of Wienerberger is a local one. We operate in these local markets. Access to roofers, access to local decision makers is very important. For us to build the future success of this combined group on strong brands is very important. Terreal and CREATON are especially strong brands that we have here.
Nevertheless, I would like to mention this as well in this context, Terreal has and is, this is important for us as well, a strong team of local and regional management that can be easily integrated into Wienerberger because they share the same values as us and are very passionate about their business. It's for us, obviously, an ideal opportunity to also acquire additional talent for our group, especially young talent. I'm looking forward, especially to our French colleagues, because they have a long tradition in clay production and expertise in technology due to these strong schools and universities in France, especially in Limoges and near Toulouse.
Some very important hubs where we have future talent for the group, Wienerberger. If we look then a little bit on the side of exposure, on different countries, you find this on slide number 10. France has the biggest exposure, obviously 60%, and therefore obviously combined operations, Wienerberger and Terreal will be sizable. We are talking here about very strong and big operations in Germany and France, if you take Terreal and CREATON and Wienerberger together. We are really a system and solution provider in everything which is linked to the facade, the wall, and especially the roof. This is, I think, the major step forward. If we move then to slide 11, there you see very well how it fits together.
I've mentioned at the beginning that is an ideal combination because it's so important for us that we don't have to restructure major parts of the industrial footprint. On the contrary, it perfectly fits together. Look at the French exposure of Wienerberger, the dots in red and the blue ones for Terreal, how nicely this covers the whole country, and therefore we become a nationwide player and can cover obviously very well, the country as such, which gives us the scale effect and the cost advantages, as you can imagine, not only from a logistical and commercial point, but also from an administrative point. The same goes for Germany. Here you see the strong integration. Keep in mind that Germany is a little bit divided in two.
If you take the famous German Weißwurstlinie, as they always call it, from Frankfurt south of Berlin into Dresden. Everything below it, and there you see the dots basically is clay, and therefore also clay roofing is here very strong, and the north is more leaning towards a little bit concrete activities. Here again, you see the perfect fit of, for the two operations. Keep in mind as well that for us, as Wienerberger, it's important because we double the size of our operations in Italy and enter here also the roofing market, and then the roofing market also in North America.
Again, this I think is a very unique opportunity for us, and I will leave it now to Gerhard to a little bit explain better the renovation market, roofing market, and bringing together of these platforms.
Thank you, Heimo. As Heimo just mentioned, we see it as a really a unique opportunity by joining forces, by bringing these two businesses together, as we strongly believe that roofing is a major topic when it's about renovation. With this acquisition, basically, we would also increase significantly our exposure to the renovation market. You know that a large amount of energy is still lost by basically unrenovated roofs, and that the renovation of the roof plays a major role also in the next years when it's about decarbonizing the European old housing stock, what we have today.
The major core driver for renovation, for roof renovation, is the more and more strict regulatory requirements, which are already today in place, and where we expect that they are getting even more strict in the years to come. These regulatory requirements are mostly also combined with some subsidies which are available, and also, which is I think obvious, is the rising energy costs, which we see also during the last 24 months, and where we also believe that, most probably also in the next years, that a certain level of higher energy costs will also stay. The whole topic of renovation, where the roof itself plays a major role, will become a major driver when it's about roof renovation.
I think also what we should keep in mind that the living space is has become, during the last years, more and more expensive, which means also it is a kind of a possibility to create some affordable living space when you renovate basically the space below the roof. On the next slide, we try to summarize somehow the key aspects when it's about the regulatory aspects which are already today in place. Top of the list is the topic of energy efficiency. You know that if we wanna improve the energy performance of the buildings, so meaning to improve the energy performance of the European housing stock, to improve the decarbonization of the housing stock, it is about improving the energy efficiency of the building.
You know, as we said before, around about 30% of the energy is lost via an unrenovated roof. By renovating the roof, it is also not only improving the energy efficiency, but also basically significantly reducing the CO2 footprint of a building. What is already in place today next to the Green Deal, what we basically know till 2050, there are also in France and in Germany, there are clear regulatory, respectively, national requirements in place, which are somehow focusing on subsidies, tax incentives, but also focusing on renewable energy carriers, which are strongly subsidized, especially in these two large countries, in France and in Germany. I think what makes these two large countries also special is that we have a rather overaged housing stock.
Around about two-thirds of the housing stock, as you see, is has been built before the eighties. We see there a huge opportunity to improve basically the energy efficiency of these buildings. I think also what we see in these two large markets is that there is a structural under supply when it's about the new housing stock in these two countries. Joining forces, I think this is the basic idea by bringing these two companies together, and also you see what it means when you bring the sales power of Wienerberger and of Terreal together. You see that this new platform will generate a more than 75 million square meters annually on roofing surface, yeah. This is a surface hardly to imagine or to understand.
It is a size which you can compare somehow with New York, yeah, as a surface. It's really huge what we basically, on a yearly base, generate on roofing sales out of this new platform which would exist. Next to that, as I mentioned before, when you renovate your roof, you also save round about 225,000 tons on CO2 emissions by installing basically a new renovated roof. It's round about the 3 kilo per square meter what you save on CO2 emissions when you have a renovated roof. When it's about cost savings, and Heimo mentioned it in the beginning, we expect out of simply by our organic power, that we will be able to generate some earning enhancement of round about EUR 50 million.
Basically, we expect that this will come from round about 3 pockets. 1 pocket is the cost saving pocket, let's call it that way. In the next 3 years, we expect that we will earn some EUR 20 million additionally on EBITDA just by implementing our operational excellence measures. As we heard before also, it is in the direction of implementing Terreal also in our Fast Forward program. Reducing the energy consumption, benefiting from scale effects from purchasing. All the things what we do basically today also within Wienerberger, we would also then apply for the Terreal entities. There, we would expect the EUR 20 million on cost savings.
When we stick to the cost savings, just to make them complete, because we spoke about EUR 50 million within the next three years. The EUR 2 million, as I mentioned before, we expect out of operational excellence. At EUR 10 million, we would expect due to cross-selling by combining basically the product portfolio and service portfolio of Wienerberger and Terreal, by bringing basically or shifting more revenues in the sense of accessories, solar accessories, insulation materials. By basically via this platform, we expect an additional EUR 10 million and then EUR 10 million-EUR 20 million on earnings enhancement and earnings improvement we expect simply by using the platform, by offering via this new platform all our logistics services, our planning and design competence, what we have using our digital business models in the sense of products and also services.
Out of that, we expect out of these three pockets, as I mentioned before, EUR 50 million on EBITDA enhancement during the next three years. We have a market coverage by around about 60 sites where we will cover basically mainly the European market. As we heard before, we are approaching the market with very strong brands, not only company brands, but also strong product brands which are in place today. Our vision, this acquisition totally follows our clear vision which we have in place. I think this is known that we wanna basically with this acquisition also, we wanna strengthen our position as a leading international full service provider of smart and innovative solutions in the entire building envelope and for the infrastructure.
With this acquisition, we are able to expand our product range in respect of the pitched roof, including solar accessories and also insulation. This is the clear way forward. What we have put also in the presentation and what you will see also during the next slides is also to get a better idea how complementary the deal is and also which products Wienerberger and services Wienerberger offers today, and which basically products you get via the acquisition of Terreal. Please also, if there are some questions afterwards, please feel free. This should give you some idea how this basically perfectly fits together and would complement to a new platform what we can use to scale the business further and use it as a growth platform in the future, yes.
With that, Heimo, I would like to hand over back to you.
Thank you, Gerhard. I think all of you understand now that we are so excited. Excited because joining forces for us means a step change, a transformational change for Wienerberger. Because we come really the expert for pitched roofs in Europe, yeah. From Ireland to Romania, from Finland to Italy, we are the experts for pitched roof. When it comes to renovation, we can offer the full range of products, and we will be in the next three years, including also, like Gerhard has mentioned, issues like insulation to our offering, all sorts of accessories on the roof and under the roof that we can sell together with the products. We move away from a product-driven company, as we said a couple of times to you, to a really a solution and system provider. This is very important.
Very important for a couple of things, because we have created the digital means to sell these sort of combinations and solutions because all the digital platforms are in place by Wienerberger for the roofers, for all the decision makers, we can add on nicely Terreal and its business, especially the strong business of Terreal in solar and in accessories. That's very important. It's an immediate effect and gain that we can achieve here. Keep in mind, I mean what Gerhard has said is so important. We double the size of Wienerberger when it comes to annual sales in square meters. 75 million square meters every year are sold by Wienerberger then. This together with the whole package of accessories and other products as we sell with it.
It's a major force that we create here on the pitched roof and that we can develop together. For Wienerberger, this means obviously also from an exposure perspective, and that's what you see then on the slide 24, a stronger focus on renovation, and we can build on this to create even more focus on renovation in the years to come. Keep in mind when we talk about the EUR 50 million additional EBITDA coming out of this very important transaction for Wienerberger, it's one that we can realize by ourselves independently from the market growth. The market growth, if there is substantial market growth, will come on top. It's a very, very interesting and for us, changing transaction that we can here propose to you today.
Let's look a little bit on the process and how this is going to develop. We have now signed a put agreement with the sellers. Why a put agreement? Because we need to go through the French process of getting the works council consultation going and the approval of the works council. That's a typical French thing. If this is done, then we'll sign the definite SPA. Then, obviously, the whole filing with the antitrust authorities that has already started as from today will continue, and this process goes then well into the next year. We estimate, we have made our thorough review of all the antitrust issues, but obviously there you are completely in hands of the administration and the institutions, so it may take a little while.
We are confident that we can propose very good and very good solutions for them, and we don't feel here that there's a major threat for us. We would see that normally, under normal conditions, the completion of such regulatory approval processes should happen at the end or at later part of this year, beginning of latest next year. The closing of the transaction should happen in the 4th quarter of this year and the, or the 1st quarter of the year after. This is how we see the procedure. Obviously in between, so that this is addressed as well, the business is run completely independently and there's no interaction.
From our perspective, just to mention that not in the scope are the operations in Poland, Austria, and Hungary that are sold to a third party and have nothing to do with Wienerberger. Let me summarize. Creating such an important platform in pitched roof is a game changer for Wienerberger. As I said, with 75 million square meters annually, we've become really here a powerhouse as far as the pitched roof is concerned and the expert in it. We create financially value from day one onwards, and after closing obviously and the year after, we'll have the EPS accretion already. This is very important that you will take note of that. We have a very attractive multiple already at the beginning of this transaction with around 6x.
With the additional EUR 50 million coming from the improved performance of the business to going down to 4 is obviously extremely attractive for Wienerberger. We can finance the deal from our own means by the balance sheet that we have, the strong one, and by using our treasury shares. This is, I think, in a nutshell what we can propose you today. It's, as I said, a very strong move for Wienerberger in this phase. I think we have shown this year how we can deal with instable times. We have experienced management in the field of clay roofing tiles, and they will integrate this business speedy and quickly. Obviously also the industrial platform has potential for improvement, as Gerhard has explained it with respect to operational excellence.
In summarizing all of this, we are excited that we can propose this to you, and this is in line, obviously, with our value creative growth strategy of Wienerberger that we want to pursue. Thank you very much for your attention. We are all ready now to take your questions. Thank you.
Ladies and gentlemen, at this time, we will begin the question and answer session. Anyone who wishes to ask a question may click the Q&A button on the left side of your screen and then click the Raise Your Hand button. If you're connected via phone, please press star followed by one on your telephone keypad. If you wish to remove yourself from the question queue, you may press star followed by two or please press the Lower Your Hand button. If you're using speaker equipment today, please lift the handset before making your selections. Anyone who has a question may click the Q&A and Raise Your Hand button or press star followed by one at this time. One moment for the first question, please.
The first question is coming from Matthias Pfeifenberger from Deutsche Bank. Please go ahead.
Yes. Good morning, gents. Congrats for your announcement, thanks for taking my questions. I've got a couple of structural ones. Firstly, you mentioned, potential remedies already in the footnotes, you leave a lot of time for the deal closing. What's your best guess on remedies? Like, would this be your asset? Obviously France, maybe a bit more color? Thanks.
Well, thank you, Matthias, for the question. From our perspective, we will go in with a full sort of approval process because we think that we are well prepared and the antitrust authorities, the French ones, should review it positively. However, obviously we are prepared in the case they have another view to have some remedies. What we are talking here about is probably one plant or so that is on our list that potentially we have to dispose in France.
Okay, great. The second one is really on the multiple. I mean, you were so kind to show us the recent deals. I'm starting to wonder why this has been so low, and maybe you can also shed some light on the seller. What's the thinking there? Also, is the difference to this average multiple maybe based on the fact that these are mostly U.S. deals or indoor construction chemicals deals on the membrane side? Is it really that the seller might have a different projection about the budget going forward? I mean, all the building mats guys had really stellar pricing. You outpriced cost inflation by a margin. Could, I don't know, the underlying budget be EUR 80 million in the minds of the seller? Thanks.
Well, thank you very much for this one as well. I think when you look at the comparable transaction, they are first not only U.S. ones, they're also European ones in it. They are not only building chemicals also, not at all, but they are roofing ones. We are clearly focused on this as well. All of them have roofing included in the substantial part, by the way. I think here we are in line with this one, and you can take a different view, et cetera. I think what is important, obviously, you have always to find when you deal with with the seller for a good solution.
I think we are obviously in a time where people who have been long with the business, and they please keep in mind that they are more than 10 years invested already in this business. I think here they were looking for a good solution, for a solution to bring the business and the people forward and to create a new home for this business. I understand perfectly well that all of us are very much sort of interested in and attached to figures and numbers, but it's not only in business and in industry about this, it's about the industrial asset, the people and the responsibility.
I'm glad to report that the sellers have not been under pressure to do anything, but they have really tried to find a good solution for Wienerberger, for Terreal, and for the people. Keep in mind that they take also a substantial part of Wienerberger with 6 million shares. They're interested in creating value with Wienerberger.
Okay. The last one is maybe one maybe for the CFO. What do you expect in terms of PPA? Would it be the usual, like, I don't know, 3%-5% on top of the normal depreciation? Am I correct in thinking that you think this business could do 20% margins just from the math? Or is there some growth on the top line baked into the jump from EUR 100 million - EUR 150 million EBITDA? Thanks.
Basically, concerning the PPA, I think it is too early to take here any conclusions. We still have some time to go. When it's about, basically, profitability of the business, yes, we strongly believe that we can basically shift the business to a profitability level, what we have today in place. As I think you know that we have profitability levels, which is even above the 20%. We know what we have to do. I think the potential is there. As Heimo mentioned, I think it is important to understand the 50 what we see, we believed we can do based on our methodologies and our homework, what we simply have to do to develop the business. It's 100% organic growth, basically, what we expect.
Markets basically are totally out of scope when we speak about the 50. Therefore, yes, the, to move it or to lift it up to the 20 is something where we believe in. We have three years' time. Therefore, we do our best simply to bring also the business on a level what we have basically today within Wienerberger in place.
Okay, great. Happy holidays. Well deserved. Thanks a lot.
Thank you.
Thank you.
Same to you. The next question is coming from Patrick Steiner, from Kepler Cheuvreux.
Good morning. Congratulations on the transaction. I would have three questions. First one would be based on this 80-20 revenue split in terms of roofs versus wall and façade, which means that there still should be substantial new build exposure for Terreal. Is this EUR 100 million EBITDA run rate sustainable going into 2023, given the current market distortions? That would be the first one. Second is why does the seller accept Wienerberger shares at EUR 26 per share? Was it EUR 6 million or up to EUR 6 million?
Let me just clarify the 6 million. It's 6 million, yes, indeed. It's 6 million shares. Sorry if you, if I was misunderstood on the up to, but it's 6 million. Obviously it's, I'm surprised that you asked the question because we are a great company, and taking shares in our company, it has a lot of potential, I would assume. I'm glad that existing shareholders of Terreal see it the same way. I'm enthusiastic, and it shows also obviously the confidence in what we do and how we drive the future of this company. By the way, from an exposure perspective, it's the exposure to new residential is obviously in line with all of our exposures when you talk about the roof. It's not a substantial part of the business.
We talk here about when in a normal roof environment, about 30%-40%, depending on the region that you operate in from a 100% perspective of roof. 30% or 40% go into new build and the rest goes into renovation.
Yeah. Especially and also keep in mind, basically we have in both markets. In the wall market you have, and in the facade market, you have a certain share which is exposed to renovation, which is, clearly lower than, the new build dependency on the other side, as Heimo mentioned. On the roofing end market, you have a high share on renovation exposure and a rather low share, which is new build dependent, basically.
When you talk about France especially because, It's France only, yeah? Because Germany has only roofing exposure, which is important to understand for you on the CREATON side. The French exposure of Terreal is a little bit to new build as well. Here again, we also as Wienerberger see the French market much more dynamic on the new build side because demographically the French are growing, and therefore they need more houses and new houses to be built.
Okay, perfect. Thank you very much. happy holidays.
Thank you.
Thank you. Same to you.
The next question is coming from George Gregory from BNP Paribas. Please go ahead.
Hi, guys. Hopefully you can hear me okay. Congrats. Congrats on the deal. Looks like a pretty nice festive acquisition. I just wanted to return to the point around normalized performance. Can you just give us a sense of what revenues and margins were in, say, 2019 or whatever was a more normal normal year for the industry?
You mean for Wienerberger, I guess you know them.
Yes. Sorry for.
For our takeover target, they were also higher because obviously in this You are talking about the current situation when we talk about energy prices that are high, et cetera. From a cost perspective, obviously, when you look at 2018, 2019 or especially, 2020 situation, here obviously with much lower energy cost sides and running rates that were pretty much similar in the roofing business, they had stronger margins in this industry and were running.
Markets indeed.
That's helpful.
Yeah. Okay.
Sorry. No, go ahead, Gerhard.
No, no. Just, when you spoke about 2018, 2019. 2018, 2019, you know, end market-wise, renovation market was not on that level what we see today. On the other side, you know also that, energy costs have an impact on, EBITDA run rates, and therefore, I think this is what, we tried to explain before.
Okay. That's helpful. One question just on how the acquisition affects your hedging coverage for the out years, whether it leaves you more exposed to stock prices?
Basically, yes, it will impact our hedging levels. This is clear. We basically cannot announce. They are hedged basically also to a certain extent, not to that extent what we are hedged as Wienerberger.
Before we go into this, sorry, Gerhard, if I interrupt you. That we have a common understanding, we are not taking over the result of 2023.
Yeah? Because we only take over the business as closing. Yeah? Therefore, if they are unhedged or not hedged, whatever in 2023, that's not on our account. What we can do, and sorry, Gerhard, if I continue, we can already now work on the future. When we take over the business, for example, 2024, we can obviously then prepare this and probably get some buying forward contracts going.
Right. This is what we do basically. We expect the takeover at closing beginning of 2024. We are focusing on contracts for 2024, this is what we basically what we are focusing on.
Okay. Thanks, guys. Congrats again.
Thank you.
Thank you.
The next question is coming from Gregor Kuglitsch from UBS. Please go ahead.
Hi. Can you hear me?
Perfectly well, George. Thanks for being on the call.
Excellent.
Thank you.
Yeah. I'm Gregor, not George, but that's okay.
Thank you, Gregor. Yeah.
Yeah. That's okay. A couple of questions. The first one is just to be 100% clear, are you saying the EBITDA of this business, I know it's changed and it's a carve-out and so on, was roughly the same a couple of years ago as it is today? Like, I appreciate the margins are lower, energy costs, et cetera. Just to give us a sense where the EBITDA-.
Roughly the same. You're right.
Right.
Roughly the same.
Okay. Okay. Okay. That's the first question. The second question is, I mean, you sort of enterprise value, but it's sort of Potentially a year and a bit to go. Just to be clear, the cash generation in the interim, is that your economics or their economics? Or don't you think it will be material? Or just to understand, like, you know, once this all settles, like who?
It is.
who's got the economics of the cash flow for the next 12 months?
It is basically their economics, yeah, what you,
Okay. You're basically paying 600 at the point of closing. Okay. Okay.
Yeah.
That's fine. I mean, the antitrust risk sounds low, there's obviously a delay. I wanna understand, do you think there is a risk at all that the deal kind of doesn't proceed, or do you think that's not material 'cause you just put up the remedies that are required?
may I say two things on this? I went through the procedure in the U.S., it took much longer than originally expected. You remember, you asked me some questions on this.
Yes.
I try to be here not conservative, realistic. There's a certain time span that we have to accept. I'm positive that the deal goes through, so I give you this very strong optimistic view. If we get some remedies, we will have to deal with it, yeah?
Yes.
As I said at the beginning, from my point of view, I think we have a strong case and we can make this case in front of the authorities.
Okay. The carve-out you did to preempt these, yes? Is that correct? Austria, Poland, et cetera, carved out just so you don't even run into major problems. Is that the reasoning for the split or is there another reason why you only decided to go for the asset?
No, you, as always, you are spot on.
Okay. Maybe some technical questions. The depreciation, roughly as it is today, I appreciate there may be PPA, what is it, so we can work out the earnings impact?
I think, Gregor, we have to come back on that. Today, as of today, we have numbers for sure, I would ask you, yeah, that we maybe do that in a separate session with Daniel.
Okay. Sure.
That you get basically the necessary numbers like depreciation to fill basically.
Yeah. Yeah. Yeah. The interest you're saying you're just getting the... can't remember exactly what you have, 3%, 4% or something like that. Is that fair?
It is basically what we have. Yeah. It is free what we have. A big part is basically fixed, you know.
Okay.
We expect also to be in line basically with Wienerberger financing costs.
Mm-hmm. Okay. Then sort of more strategic ones. You talk about sort of, you know, the add-ons, the accessories, that's been a sort of long-standing theme. You talk a bit more about insulation and solar. Can you just give us a sense how that's done today and what you're gonna change? Is it sort of you buying externally insulation from third parties and then integrating it? Do you wanna do it in-house? I guess the solar will probably be external. Just give us a little bit of a sense what you're planning to do on the value-added side.
Well, thank you for this strategic question because it's important. On the solar side, Terreal has successfully built a solar business in France, and they are currently rolling it out into Germany. We have now a rather successful business in the Netherlands, this can be merged. This is a double-digit growth business right now for Terreal and for us. This, on the platform that we have, and this 75 million square meters a year matter obviously, because as you can imagine, we can put on all the roofs, additional solar. This is something where we assemble and they do the same. They buy parts left and right, but they assemble them and sell the whole solution. This is going to continue to be rolled out through all of our operations. Other accessories they produce themselves in certain locations.
These are non-ceramic accessories, and we can build on this expertise and create even more capacity throughout Europe for this. You have some of these bits and parts in the presentation in front of you. Last but not least, I think from what you have mentioned, insulation. We are already trading quite a substantial part of the insulation, but as I tried to make reference to 75 million square meters roof need a lot of, or the same amount of, insulation. We are a big consumer in the sense of can package this. I'm not excluding today that we will be producing insulation and the right one for the future.
I think here, again, I think you need to prepare yourself that Wienerberger moves and moves fast and is a solution provider, and then it's easier for us to integrate this than to buy from third parties.
Thank you. That was really helpful. Thank you. Have a good holiday.
Thank you. You too.
Ladies and gentlemen, anyone who has a question may click the Q&A and Raise Your Hand button or press star followed by one at this time. The next question is coming from Yassine Touahri from On Field Investment Research. Please go ahead.
Yes, good morning. A couple of question. Could you give us a bit more background about the buyers? What I understand is that LBO France had to sell its stake to lenders in 2013. Are there debt investors, the seller of Terreal? I think the reason I'm asking the question is that they will hold 6 million of Wienerberger shares, and I'm trying to understand why they would want Wienerberger shares instead of cash, and whether they could consider to sell at some point because they're financial investors.
I think every investor makes his own mind, and I think we, as I clearly said before, Yassine, that we negotiated a deal with them, and they are very happy to be shareholders of Wienerberger. What they do with the shares in the future, they have a lock-up period, and they will follow us developing, I think, as a company. That's up to them, like any other shareholder. From our perspective, it's good to have them on board. The history, how they came into the company, obviously you are absolutely right. They bought some debt when the company was in a very difficult position and have accompanied more than 10 years the development of the company. They are existing shareholders and have been developing this company together with management.
Keep in mind that they have also successfully taken over CREATON recently, not more than a year ago. They were actually interested in the industrial development of the company.
What is the timeframe of the lock-up period?
It's around six months.
Six months. Another question about the assets. Do you have a rough split between clay tiles, concrete tiles, and solar solution?
Well, when you take from the overall perspective, we've given you an overview. About 80% is in roofing, the major part is clay roofing tiles, so this is the major part of it. We have the solar business and the rest of the business is roughly, I think, in the 15% or so.
15% would be the mix of solar and.
Yes.
-concrete.
Others. Yeah.
That's very clear. Just to come back on on the 2023 number or maybe like 2024, the perspective for the cash generation of the business. The environment is very volatile. Nobody really knows what's going to happen in terms of volume in the, and the amplitude of the recession. What are your feeling when you're discussing with the seller regarding just the next couple of quarter and the development of price versus cost, the development of volume for Terreal in 2023?
As I said before, 2023 is not for our account, so it's a transition year for the business, first of all. It's very important that you take this away from this call. However, I can tell you from our own business in France that we see in France a reasonable good development, also in renovation for the next year. I think it's not going to be a major threat for us. We acquire here a very sound, solid, and very good asset and a company to develop further.
Okay. That's very clear. The last question, in terms of keeping talent. I understand that there might be like 1 full year of timeframe before you become the owner of the assets. What is your strategy to avoid the risk of people leaving the company because it's a bit unclear because they don't know if there will be restructuring and headcount reduction . Have you communicated on that, or do you have a plan to make sure that you can keep as many talented people as possible?
Sure. Just to give you an insight, already this morning after the announcement of this transaction, a lot of communication went out internally and via social media also to the employees of the Terreal Group, together with the current management. It's not only important that you ensure the people, but that you present them a clear industrial project. I think everybody, you know, these people know us for a long period of time. We've been competitors and still are now for the moment. We value each other highly with respect to knowledge and expertise.
As I said earlier, for us, obviously, to have these resource of young and good educated people, especially out of France, with research centers and schools in Limoges or in Toulouse, it's for us important as a group that we get additional sort of know-how. All of them understand very well that they have a bright future within Wienerberger to develop them further. A year is nothing for them, or potentially a year. They will have so much work anyway, and then they will prepare well the transition into Wienerberger.
That's very clear. Thank you so much for your answer.
Thank you.
The next question is from Tobias Woerner from Stifel Europe. Please go ahead.
Yes. Good morning, gentlemen, and congratulations on what looks an attractive proposition. From my side, just quickly following up on the questions before. When I look at your quarries or your sites, are they all owned outright, i.e., freehold, or are they owned by other parties or potentially even the seller? That's the first question. The second question, the solar business you put at 15% together with other businesses. Well, you said double-digit growth rates, but how do they compare to other products in the markets in terms of efficiency and competitiveness and how you can roll out the product across the whole of Europe?
Just lastly, do you intend to grow the business further, the roofing business across Europe or potentially in the U.S. in that context, into new geographies once all of this is done? Thank you.
I take your three questions, Tobias, thank you. First of all, Terreal has the same policy as Wienerberger. From a historical point of view, they have been very good in having their own resources of clay. Especially when you talk France and the very important clay reserves that they have in the southwest of the country. Here we acquire also these resources so the sellers don't keep anything, nobody else. We are then the owners. That was for us key, also in Germany, by the way. Most of them are controlled by the company. If there are some, you know, all of us buy certain clays from different resources. That's pretty much the same as Wienerberger. No surprise, no hidden problems or whatsoever.
The clay reserves are on all of the sites very good. This is a major point of concern always for us when we look at companies that we acquire. This is, I think, very important. When you look at the current footprint, we are happy. You see around Europe, we are already very strong in all the major markets of Europe in order to develop this platform further, and that's where we are and where we wanna stay. We don't want to enter new geographies because I think that's clear from what we have presented this morning, Tobias, that this development is key for us in the next years to come, and there we want to create value.
To your question on how we can sell this across our geographies, because the system as such is very easy to install, it's very, sort of, efficient and compares, especially when you talk about the photovoltaic one, to the best systems in the market. There's no inefficiencies or whatsoever. That's why they obviously gain momentum right now with their system. I think combined sales forces, combined pre-sales forces between Wienerberger and Terreal in the future will help to promote this even stronger in areas like the Benelux, as I said, Germany, but also parts of Eastern Europe.
If I may just follow up on the solar side. Their roof tile integrator or tile integrated PV systems, how do they compare to the competition at this point in time? You know, is Tesla actually already selling actively or not? I mean, I've tried myself but couldn't find something.
No, I mean, I don't wanna comment on anything. You know, this company has so many, many, many announcements and announcements, there's not been so-sold anything, right? Don't, don't feel here that there's a major threat. There are in Europe, and we have different climate zones there also. This is very important that you understand that on-top solutions are the only ones that really work well in certain geographies due to wind, to rain, to frost, to snow. That's why obviously it's important to keep this in mind from a, from a renovation perspective, from a pitched roof perspective. That's why we are really experts in the pitched roof in these matters.
We have on-top solutions, we have integrated solutions, and we have obviously also solutions that are completely new that will might be interesting in certain fields of applications.
Just lastly, if I may, 1.4x pro forma net debt to EBITDA you mentioned earlier. Do you intend to bring this down even further in the next couple of years, or are you comfortable at that level?
Basically, you know that we have 2.5 basically is our target at year-end, which is communicated. We always stayed below. We were more in the range between 1.5-2. I also would like to keep that in this range, in this field of more in the range close to 2 than to 2.5. For that moment, the 1.4 is strong, and we feel very comfortable with that, yeah, what we have also announced in the presentation, yeah. It's a pro forma calculation based on 2022 year-end figures. The 1.4 is still something. What we wanna show is that we have a strong balance sheet basically even after this transaction, if we have to consume this transaction.
I mean, you have a slightly higher operational leverage. Would you ever consider bringing that 2.5 down to, let's say, 1.5- 2?
First of all, we don't have two and a half, and I think Gerhard explained this very clearly. We run today at about one. What we are saying that with this deal and growing the company, being in renovation and the strong exposure obviously in a cash generative business with certainly not bad cash generation, you are right. I think we feel very comfortable in this range where we are today.
Thank you very much, and happy holidays.
Thank you. Thank you.
Thank you.
There are no further questions at this time. I hand back to Daniel Merl for closing comments.
Thank you very much, operator. Ladies and gentlemen, thank you for taking the time and dialing in today. The next conference call will be on the 22nd of February on our full year 2022 results. For today, I wish you a nice remaining afternoon. If we don't hear from each other before, also Merry Christmas and a happy, healthy, and successful new year. Thank you very much. Goodbye.