AirPlus International GmbH (SEBA) Earnings Call Transcript & Summary

Good morning, everyone, on the call. We will, this morning present the acquisition we've announced early this morning on AirPlus. My name is Masih Yazdi, I'm the CFO of SEB. I'm joined here today by Jonas Soderberg who's Head of our division, corporate and private customers. We will be referring to the slide deck that was published this morning together with the press release on this acquisition. On Page 2 in the slide deck, you can see the agenda of this presentation. I will remind you of our strategy that we presented for 2030, early parts of 2021, then Jonas will talk about the card market, SEB Kort, the current business we have and AirPlus that we're acquiring at this point. And then in the end, we'll do a summary of the transaction and open up for Q&A. So move to Slide 3 in the slide deck. You can see the summary of the Strategy 2030 that we presented in January 2021, and you can see how this acquisition fits into that strategy. We believe that this acquisition will help us with our efforts to expand our Corporate and Investment Banking business, especially in Northern Europe and in the DACH countries, Switzerland, Germany, Austria and the Netherlands. This is clearly a strategic partnership for us, where we see an opportunity to combine our current business with a new business and to create strength through that combination. And then finally, this will accelerate our technology development, as Jonas will describe later on. If we move to Slide 4 and double click on the strategy presented back then when it comes to the Corporate and Private Customers division, part of that strategy was to expand the corporate investment banking business within that division and then within that to grow the card franchise. With that, I'll hand over to Jonas.

Thank you for that, Masih. And then if we then turn into Page 6 in the slide deck. We have tried to describe the market that we are operating in, in the franchise. I think that the card market is divided in the consumer and the commercial cards. And this acquisition is in the company active in the commercial card business, which is important to notice. And I think that we believe that there is an importance of the global card infrastructure and that continues to increase. And then also, I think that the proxy for this market, if you were to look on the right-hand side of this graph, this is the franchise that was severely impacted by the closure in the pandemic all the traveling and the restrictions that we're having, but it's also a business that is recovering rapidly from that one. So you will see this is one of the process in the market that you can see on the global business travel spend. There are other parts, of course, that is also driving these different markets, but this is one of the proxies that we have been using in our analysis and benchmarking. We think that what is characterizing the commercial card market is that there is an attractive market with a high complexity and the stickiness in the customer so you can look at the customer retention figures in the market to have one proxy of how strong the different players are in the market. And these card schemes are deeply integrated into the corporates. And so I think that the entry barriers is also then something that is also characterizing relatively high entry barriers in this market. If we then go into Page #7 to look on the 2 different companies in this transaction, I think that SEB Kort AB that is on the acquiring company that is a leader in commercial cars in the Nordic market. We have a strong business. And I think that one also has to remember that especially Sweden and some other Nordic markets had not a severe lockdown in the pandemic. So they have recovered fully then from the pandemic. It's a very well-positioned customer franchise in this one. I think that also with the DNA of SEB being a corporate bank, this is also a natural part of the cross-selling opportunities that we're having already and that we're continuing to expand as the LC&FI division is continuing to expand in other markets. This business is generating roughly 4% to 5% of the group's operating profit and is having an attractive business equity of about 20%. If we then look on the target and the company that we are now announcing the acquisition of, AirPlus, that is a leader in the company accounts business, has a very strong presence and very high customer retention figures. Since they are mainly operating in -- outside the Nordic markets, they have still the recovery is still ongoing post the pandemic. But this franchise is a very well-positioned corporate franchise. And as you can see also on the customer penetration there in the table, you can see that there is roughly over 50% of the EUROSTOXX are customers of this company. And the current ownership is then Lufthansa Group. Also then important to remember is that when we are putting acquisitions and sometimes we can describe on acquisitions in the bank, I think that this franchise in the bank, as so to say, has been developed and evolved over a number of acquisitions. And I think that has, so to say, created the position that we're having in the card franchises as of today. So I think that this is not maybe not something that we have spoken so much about, but I think that it's important to remember that the scale that we have built and the market position that we're having today is established through a journey, as you can see on the bottom page of different acquisitions of portfolios and companies over the last 30 years. If we then take the step into the Page 8, I think it's important also to remember and I think we have -- let's take this as more of an educational slide on the difference in the commercial cards. There are actually 2 main lines of business that we are offering. The first one is what you mainly are most familiar with, that is the commercial cards that you will get from your employer that gives you, so to say, a better access and better procurement routines and also helps you in the T&E spend, both as an employee and also as an employer, real-time payments done on the networks, card networks around the world. Then another part of the offering is then the more integrated so-called company accounts. That is when your company is having a specific solution that is integrated then with the travel agency so that you can have everything in one-stop shopping, and you can have all the building and there's a lot plenty of other services that you can add into that company accounts. So I think that you're using the same rails across the world on using these but are 2 different set of business lines that you're doing here. And I think that the great combination of these 2 companies of SEB Kort and AirPlus is that we can use -- leverage the strength on the commercial cards from SEB Kort, and we can leverage the strength of AirPlus in the company accounts. So combining these 2 will create a unique value proposition for us, simplifying very time-consuming and admin process for managing both the commercial cars and the company accounts, and we will be very well placed with this acquisition and to continue to develop these payment services them for corporate customers across the markets where we are represented. So we are then creating -- we think that we are creating them a European leader in this corporate payment solutions market. And that is then summing up on Page 9 and I think that the dark green countries are where that is then considered SEB's home markets as of today. And the light green is where AirPlus have a strong position as of today. You can see that there is a very good fit for creating this European leader for corporate payment services. We should also say that in this area, we are also taking the technological lead in this transaction of -- we have reviewed different things in this, as Masih was mentioning when it comes to growing the card franchise, you could do that either by investing yourself in upgrading your core ledgers or you can do an acquisition like this. And I think that we have then found that the latter has been more attractive because AirPlus has spent a lot of time and interest into investing into a very state-of-the-art new ledger then for the company accounts. So that we are combining that and taking a technological leap when it comes to that investment. So we feel that this is more attractive than starting in the own investment and replacing the ledger ourselves. So with that, I'm handing back over to you, Masih, to the concluding remarks.

Thank you very much, Jonas. So if I move to Slide #11 and summarize the transaction. So we believe that this is a very strong strategic rationale behind this transaction. We're getting access to an attractive and profitable corporate market segment. We'll get access to an attractive European corporate customer base through this acquisition. And as Jonas mentioned, we will be able to use a secure and modern IT platform. This card business will get much better scale that it has today, which will enable us to continuously invest in this business. And then overall, we're getting a European market leader in the markets where we operate in Europe. If you look at the financial effects of the transaction, we're buying this company for EUR 450 million, all paid in cash. On closing, this will have a negative effect on our Common Equity Tier 1 ratio of about 35 to 40 basis points. Over time, this transaction will lead to both income, funding and cost synergies. And we say in the press release that this will be EPS accretive year 1. So the first 12 months after the closing, excluding implementation costs, this will be accretive and year 2, including implementation costs. The transaction will be return on equity enhancing in the medium term. If you look at the commercial card part of our current SEB Kort business, that typically operates on a return on equity of around 25% to 30%. And obviously, our ambition is to get this combined entity to those kind of levels in the medium term. We'll give you more details on the strategic and financial implications when we closed this deal, which we expect will happen in the first half of 2024, and this is obviously subject to different closing conditions and regulatory clearances. With that, I can open up for Q&A.

[Operator Instructions] The first question is from Andreas Hakansson of Danske Bank.

So Masih, just a quick question on capital. You say you reduced your CET1 by 35, 40 basis points once you close the deal somewhere sometime next year. Could you tell us do you see any reason why this transaction should have an impact on your ongoing or coming buyback that we see.

Yes. Thanks, Andreas. On the current sort of buybacks, it has no implications. If you look at the level of capital we're generating today and if you exclude the dividend from that and look at the fairly sort of subdued growth in our balance sheet, there is clearly room to do share buybacks until year-end 2024, where we've said that we're going to be within our target interval in terms of capital buffer of 100 to 300 basis points. Obviously, had we not done this transaction, the share buybacks would have been larger than now -- than they will be now, but it doesn't really risk the current level of share buybacks, the current pace of share buybacks that we're doing. This is obviously dependent on how much the balance sheet grows in 2024, which is difficult to say. But currently, a subdued growth, we are generating a lot of capital and the current pace of share buybacks is not jeopardized by this.

The next question is from Sofie Peterzens of JPMorgan.

It's Sofie from JPMorgan. So could you just maybe give us some details on the magnitude of the one-offs that you expect in year 1 and year 2? And then the second question would be that if your SEB Kort is around 4% to 5% of EPS, and you already have a 20% ROE there. Considering AirPlus is kind of 60% in terms of the size of SEB Kort. Is it fair to assume that the EPS accretion will be in the kind of 2%, 3% once you have reached all the synergies. And yes, so just how do you think about that?

Thank you, Sofie. We'll come back with more details on implementation costs and other implications when we announced the closing of the transaction. Currently, the AirPlus business, you can see in the press release that the revenues in 2022 were EUR 231 million. And we're saying that it's not EPS accretive year 1, which basically means that year 1, if you take the underlying cost of that franchise plus implementation costs that will exceed whatever revenues we expect for the first 12 months of the transaction. So we can sort of give you any details on the implementation costs, yes. We don't fully know exactly how they will look the first year. It depends on the different sort of -- at what pace we do different things. But this business, the underlying business of AirPlus is not as profitable as our commercial card business today, but the ambition is obviously to get it there through the income funding and cost synergies that we expect to find in the transaction. Your numbers there on EPS accretion, I can't really comment on it. You just have to wait. It's going to take a long time, as you can see, it's almost 12 months until we close this transaction, and we'll get more details by then, but they're not totally off, if I say that much.

Okay. And just on the technological or IT side, like do they have any -- you mentioned that their IT platform is modern, but are you going to use their IT platform for SEB Kort or you're going to kind of leverage off SEB Kort IT platform with AirPlus?

I think that we have -- as I mentioned in my short introduction, we are -- we will use AirPlus' modern cloud-based technological platform for the company accounts and use that in the existing markets where we are running SEB Kort to get scale on that one. So that is one of the most important pillars of this transaction.

The next question is from Riccardo Rovere of Mediobanca.

3, if I may. The first one is -- correct me if I'm wrong, the 35 to 40 basis point capital erosion is going to mostly come from goodwill, I would imagine. I would imagine there is not much discussed -- [ located ] generated by class. The second question I had is if you can give us an idea of the average profit posted by AirPlus over the past, say, maybe 5 years, just to have an idea of the underlying profitability. And the final question I have is on Slide 9, where you show the map of Europe with differentiated green. What does differentiated green mean? Do they -- if I look at Germany, Austria, Switzerland and then you got France, you got Belgium, you got Italy. Why -- is that the footprint of AirPlus? And if that is the footprint of AirPlus considering the labor legislation in France, in Germany, in Italy, in Austria is not exactly flexible, let's put it this way. Does it mean -- I mean, just how your cost synergies -- do they mostly come from headcount reduction? Just for me to have an idea.

Thank you, Riccardo. I'll take the first 2 questions. I'll hand over the last one to Jonas. When it comes to the capital impact, it's about a 50%, 50% mix between goodwill and an increase of risk exposure amount when we do this transaction. So about half of the impact is goodwill and half is REA increase. The average profit of AirPlus last 5 years is obviously a bit complicated in the sense that you had quite subdued profits during 2020, 2021 and 2022 as you had the impact of the pandemic. And again, I mean, in 2022, despite the fact that pandemic sort of started to end by midyear of 2022, you still had a fairly large impact in the early part of 2022. If you look at the period previous to the pandemic, it was a profitable company back then, but obviously, the last 2 years have been a bit more difficult. Yes, Jonas.

Yes. And then regarding the map on Page 9, I think that you should see that the dark green is SEB's existing home markets and what we are adding, what kind of markets that we're adding, where AirPlus has a major presence in the European market. So I think that this should more be seen as that we are complementing our offering and becoming -- going from a Nordic provider in this business area to a European provider. When it comes to all the financial effects, as Masih has been saying earlier, I think that we will come back to that at closing. And I think that we have spent -- you have to take comfort in that we have spent sufficient due diligence then to make up the plans going forward.

[Operator Instructions] At this time, there are no questions registered, sir.

Okay. Thank you very much. And if you come up with new questions, do please call into our Investor Relations team, and they'll be able to answer them to the best of their ability. Thank you, everyone. Have a good summer.