Orrön Energy AB (publ) (ORRON) Earnings Call Transcript & Summary

Good morning, and welcome to Orron Energy's webcast covering the transformative transaction we announced late last night. I'm Daniel Fitzgeraldr. I'm the CEO of Orron Energy and through the course of the next presentation, I'll give you a quick overview of the transaction, what it means for Orron energy and why we're so excited about this combination. But then also what remains behind in Orron Energy, which is really important for shareholders. I apologize for our Swedish shareholders that we're doing this in the middle of mid-summer and the summer break. It's always a good time to get deals done if you need a small group of people working on them. But for our loyal shareholders, it's been a challenge to take you away from your summer vacation into this. If we look at the transaction that we announced last night for us, and I think for Cloudberry as well, this is a really compelling transaction. For a long period of time, we've said that we're too small and we're subscale. We've been looking at opportunities to grow our business, to acquire assets, to build parts of the business, and we always need it to be a much bigger platform and I think this combination brings together 2 very, very like-minded companies. It brings together a very complementary group of assets where Cloudberry are focused more towards the Danish and the Norwegian sector expanding into Sweden they stepped into MLK earlier this year. And from our side, we have a deeper connection into Sweden and Finland. When we put those 2 groups of assets together, we built a company that has 2.1 terawatt hours of production and active across all of the price regions, primarily in wind with hydro on the Norwegian sector. We also bring 2 organizations together that are very, very complementary. I think we have a deep experience in owning, operating, maintaining turbines with our team that joined us via Slitevind and how we've grown that over the last few years. That gives us a fantastic opportunity when we look forward at how we should be operating and maintaining turbines in the future. We combine that with Cloudberry. We bring their competence through Captiva in their asset management side as well alongside ours to own and operate this group of assets in a way that brings a lot more skills than just a pure financial investment. And I'm really excited about not only the operational synergies as we've put here, but the opportunity to go and do across a broad portfolio all of the things that we're really good at and all of the things that Cloudberry are really good at. We have a broad range of opportunities from hybridization, repowering, life extension, stepping into ancillary services, balancing markets and I see our journey is not complete with these assets. When we look forward, we're going to take a very, very active role in this company going forward. We pick up -- I'll touch on the deal metrics on the next slide, but we pick up a really active role in ensuring that we're able to support and bring all of our competence to work inside the Cloudberry platform. And that fills me with a lot of excitement about what we can do with this business going forward. The market is also different today to what it's been over the last few years. It's extremely complex. We need to be in balancing ancillary services and trading of our power alongside the day-to-day operations and we really need a broad and diversified platform to do that, and that's what this brings. When I look at future opportunities, we've seen a lot of consolidation over the last few years across the Nordics. We've seen OX2 stepping out. We've seen a rise stepping out. We've seen a few others joining forces and a lot of assets trading hands. We've seen [indiscernible] picking up a range of opportunities. We've seen majors exiting the sphere. And I think coming forward today with the largest listed IPP focus solely on the Nordics, is a really compelling transaction. And then secondly, the opportunities for future consolidation using this platform and the skills within, [indiscernible] with a lot of excitement about what we can deliver from this platform. You can see on the map, the spread of assets now that this truly is a pan Nordic business. And what you don't see is all of the underlying opportunity in development in repowering, life extension, hybridization. I think that will come to the fore we continue to build within this combined entity. When I look at what this means for Orron Energy and our shareholders, on the left-hand side of this chart, you'll see what we're divesting, which is additional assets with the exclusion of [indiscernible] Group. And the transaction is made up of a repayment of debt, a cash consideration and the number of shares. And if we put our arms around the entirety of that consideration. It's around EUR 93 million worth of debt that is -- that will be repaid as part of this transaction, and that brings the net debt within Orron Energy down close to 0 post transaction. There's a small amount of cash and working capital and then really importantly, there's a 27% shareholding in Cloudberry, which is a majority of the consideration for this transaction. As of -- if we look at the value of that, of the Cloudberry share, we get to around that EUR 140 million. And then on the right-hand side, you see Orron energy and the remaining Orron Energy, we will be an active owner in Cloudberry. Myself and Henrika Friedman will take positions on the Board of Cloudberry and help alongside the strong and long-standing shareholders of Cloudberry to continue their journey to create value from that platform. Within the business, our strong teams in the Nordics will help to continue to operate and run and bring the value from our portfolio. We then step into the balance sheet. We will deleverage the company almost completely and have a EUR 50 million facility sitting behind. And then we retain the Cosgrove asset, which will deliver cash flow and the ability to continue to invest in the European greenfield business, which we will also retain. When I look at the closing of this transaction, obviously announced today, we expect to close in the second half, most likely in Q3 depending on regulatory approvals, government approvals. However, we do have, as of today, nearly 50% of the shareholders Cloudberry who have signed irrevocable undertakings to support this transaction. So it's quite compelling that the shareholders in Cloudberry are supporting this our shareholders, we've seen on the markets this morning are supportive of this, and it's nice to see for both sets of shareholders that both share prices have risen at opening today which is the ultimate judge of our performance as a company as a listed entity as how the market sees our performance. And so I think that's some validation of the value and the compelling value for both companies in this transaction. If we then look at the value inside Orron Energy and how we consider the different elements, if I take that 27% shareholding in Cloudberry and look at the last 30-day VWAP of Cloudberry shares, this consideration amounts to run just shy of SEK 5.5 per share. And I'll refer you to the right-hand side, which was our market cap at or on energy at close yesterday of SEK 7.3 per share. So when you put this transaction in the context of Orron Energy, it's a material amount of where the market believes our value is today. But that means that everything else underneath Cloudberry shareholding is only worth SEK 2 a share based on our market cap as of yesterday. [indiscernible] Group, a fantastic asset. It will be delivering EUR 8 million to EUR 12 million worth of EBITDA in 2026 based on the pricing we use in our guidance. We've got the European development platform with a massive amount of opportunity and an emerging data center play from within that. And we've delivered already EUR 23 million worth of revenues. We have almost or over 2 gigawatts worth of projects in the market today, and we see so much potential. And we remain with a strong balance sheet as we have done since inception. We have EUR 50 million facility sitting against the same terms and the same corporate facility we had prior to this transaction and will be largely undrawn against that facility at closing or at least a net debt neutral position. So really trading today, we have operated with a discount to value for a long period of time. And this transaction gives you a direct mark-to-market valuation on a portion of our assets now with this shareholding in Cloudberry and it's quite simple to value some of the underlying components, which points to a significant upside in terms of NAV from where we're trading today. And now going forward, the 2 big elements of our business are the European greenfield and [indiscernible] Group. [indiscernible] we know and understand quite well within the company. And the European greenfield business really is an important part going forward. When I look here at the slide, we've touched on some of the elements within our portfolio. On the left, we have the 400 megawatts that we've sold to date for EUR 23 million. Today, we have live processes running for 1.8 gigawatts worth of solar in the U.K. We've also got a 300-megawatt data center that's live for sale in the U.K. at the moment. And we'll see those processes running into Q3 and come back to the market with where we land on those. The solar market in U.K., Germany, France, still very, very strong. The data center market is extremely strong. And if we're able to see some of the values coming through that, we'll see a material upside within this business. But that's not all. When I move further to the right on this slide, you start to see the depth of this portfolio. And I think the teams have done a fantastic job at ensuring that we're not only bringing things to market, but we're also filling that pipeline with a significant amount of future opportunity. As we move forward, we now own 100% of the shares in this underlying business. We're fully committed to driving this, and I think we will start to see that value crystallizing over the next short period. And deepening a little bit more, we see data centers as an opportunity that's really coming to the fore now. It sits whether you believe in the AI hype or whether it's a bubble, there's no doubt that the amount of capital flowing into this part of the market is monumental. And so we bring the same power-led competence from our renewable competence, building land positions, building grid connections, building the permitting and local support for the projects. We've been doing this for data centers for almost 2 years now. And now we're starting to see these projects coming to market. And I think there's an opportunity emerging within this space for a power-led data center business. And as of today, the biggest constraint we see in the data center market is not chips and provision or the capital to fund them, it's the availability of powered land. And I think we bring a really strong competence set into that domain. We will see the emergence of the data center projects coming to market over the next period. And if we just take what I think has been an exceptional execution from Magnora with the launch of their data center business, we see strong value today mark-to-market in the Magnora platform, which is trading around or north of NOK for that platform. And I think there's a lot of opportunity in this business, either within or on or for opportunities to go and capitalize that over the longer period. So I think we're still incubating this business, the development business and the data center business and we should expect to hear more of that as we go through the second half of the year on what our plans are. When I look at the remaining Orron Energy, I think it's right for us to update the market in terms of the performance we expect out of the remaining business. When we sell the assets to Cloudberry, we'll step down in terms of production with just Castberg online of between 210 and 270 gigawatt hours worth of production. And we see a similar set of metrics across OpEx, G&A, so down costs. So we expect operating costs and G&A to be between EUR 4 million and EUR 5 million remaining for the second half of the year. [indiscernible] legal costs sitting at EUR 4.5 million in capital expenditure comes down slightly to EUR 8 million. So we'll update the market a little bit more in the second quarter results, and we can refresh this guidance as we move forward and the business changes to fully reflect the sale of these assets and to reflect the consideration we're getting paid in terms of Cloudberry stock. And so if I put all of that together, I think there's 4 key things we need to focus on within our own energy now. First one is this largest ownership in what is a leading Nordic IPP. Cloudberry is the biggest listed Nordic-focused IPP. We take a strong position alongside some very experienced and long-standing shareholders in Cloudberry with a vision to grow this company into something more material in the future. Our journey with our assets is not complete. I think our teams have done a fantastic job at building from when we acquired this business into today. And that journey will just continue in the future. And I think the Orron team not only within the business but also coming from Henrik and I stepping on to the Board, brings the best of Orron Energy and the Lundin Group experience into Cloudberry to try and drive this. We will be a long-term holder of these shares. We've signed a 12-month lockup on the shares, and we intend to grow this business to a much larger scale going forward. So that really is one core pillar large-scale greenfield pipeline, we've touched on. That's an important pillar that will see the value coming to market or will test the market in terms of putting a value on that side of the business at some point in the coming 12 months. Cloudberry grew very, very solid asset, strong long-term cash flows, very good value, underpins the finance facility to allow us to keep investing. And then finally, strength for Orron Energy. So in summary, I think this transaction is a fantastic combination. It brings together 2 very like-minded groups of people. It brings together a complementary asset base and allows us both to drive this to a new level going forward. And so with that, I'll probably open up for Q&A.

Yes. Thank you very much, Daniel and for everyone joining us online at the bottom of your screen, you have a Q&A function. So you can write in your questions, and we will go through them as we go along. There's a lot of good questions already, but just to start off with some related to the transaction. Does this mean that you will no longer grow in the Nordics? Or where would you decide to grow? How will you grow in the future?

Yes. I think our Nordic growth will come via this platform. This is a very active ownership from our perspective. We're going to be active in this company. We don't expect to compete with Cloudberry. I don't think it makes sense. And when I look at the options for consolidation across this space, it really is a good time to go and do that. And I think this is the best way we can do that. Within Orron Energy, we wanted to do a lot more, but we're quite small in terms of size and scale. And I think Cloudberry probably face some similar challenges. Putting this together makes a lot of sense and then growing this business from a much bigger platform really important going forward. So our Nordic growth is within Cloudberry. I think you should expect us to spend a lot more time on the greenfield business, potentially bringing some assets off to that part of the market. and we need to really explore this data center business in the right way in the second half. Teams have done a fantastic job building it. And now it's time for seeing where that business is truly valued once we end up selling a few projects into the market.

Very good. There's also a question regarding the organization is -- are you transferring the whole organization together with assets in this transaction? Or how the transaction...

I think the team that are operating and maintaining the assets today are a critical part of our business and a critical part of how we are able to extract value from this part of the market. We have a great network from that team, and we have a great team of people, which will be a very valuable addition into Cloudberry. So the transaction does include the Nordic team and then the greenfield team remains and the Geneva management team remains within the Orron Energy vehicle going forward.

And did you approach Cloudberry or did they approach you or who took the initiative to this transaction?

I think if -- I've known Anders for a long period of time. We've all known the Cloudberry assets that have known ours. We've had discussions on and off for a long period, getting to know each other at conferences and other things and the timing and the valuations just work right at a different point in time. And so this transaction, I think, the right timing, the right incentives from both sides, the right appetite for growth has managed to culminate in this transaction. So very, very pleased to see the collaboration between the 2 companies through this process.

There's also a question when do you think the transaction will be finalized? What's the time frame?

So we've signed the transaction last night press release that, which you obviously have seen. We need an EGM in lab which will approve the issuance of shares and some other matters where we have voting undertakings for nearly 50% of the shares to support that. And then we expect to close the transaction in Q3 of this year, later in Q3 this year.

Great. And then there's a few questions regarding your greenfield business. Is this still a way of getting a critical mass [indiscernible] from data centers?

Absolutely. We've grid applications for data centers. This has been building within our company for about 2 years. So it's not as if today we're pivoting into it, starting from scratch. I think the teams have done a fantastic job at getting early into the grid queue with opportunities. And what we're seeing in terms of the market today is more of an energy hub style project rather than just a grid connection massive issue for all of these guys and also for the grid. So where we're finding a lot of success and especially in Germany is where we can bring power plus storage, plus data centers together on our side of the grid connection is very attractive for the transmission system operators. We're accelerating up the schedule in terms of the grid dates. And because we're early dated in terms of our applications, there's a fantastic opportunity set. So we're quite mature on a range of those projects. We have a range of behind-the-meter options, and I think we'll be able to share more and there'll be a bigger spotlight on this business as we go into the second half this year.

You also mentioned ongoing sales processes. Could you give us some flavor on this in the U.K.

Yes. So we've communicated for a while in the U.K. that we've had gate 2 grid connection agreements for or grid connection support for 1.8 gigawatts of sold all the projects and around 1.1 gigawatts of data centers. So we're in the market live with the portfolio of solar projects. We're seeing strong interest, and we're in the market quite recently with a 300-megawatt data center projects. So we expect to update the market when we finish, and it's likely that you'll hear more in the course of Q3.

You mentioned some strategic options. And Minora just spun off their data center business. Would this be an opportunity that you would be looking into?

I think when you look at the multiples on data centers, if were to sell a solar project or a data center, we should sell the data center any day to day is the value of solar. So we have to be active in that market. The competence to build the early stage is land plus grid plus permits, and that's the same for solar as it is for data centers. So we have to be active. We are active and I think it's really interesting seeing the likes of [indiscernible] and other pure-play data center businesses coming to market. And I think there's a compelling place for a power-led data center business that can provide not only the data center opportunity powered, but also the power solution and what the grid is looking for in terms of storage and renewables. So I think there's a very strong opportunity, and we'll go and test that a little bit more in the second half of this year.

Yes. Okay, good. And then there's also a question around the legal cost of flavor around the guidance that you provided there?

Yes. So the legal costs, if you roll back to 2025, we were spending around EUR 7 million a year. We guided that we were at EUR 4 million for this year. We've now finished in the District Court, which took work than expected. So we're around EUR 4 million spent to date, and we have a small amount of cost in the second half of the year. So at the end of this year, we expect a positive verdict in the Sudan case. And then on the back of that, we should see costs down to 0 thereafter without any appeal, et cetera. So we expect this year to be around that EUR 4.5 million, and so that's an update to our guidance from the EUR 4 million that we had in our guidance originally in February to EUR 4.5 million in this update today.

And in terms of the remaining organization in Orron, are you expecting any changes?

Yes, I think we need to take stock of where the business is. The Nordic business really important that, that continues as it is today. And all of our employees will they offered the opportunity to join Cloudberry to join this combined entity going forward. So I think that's really important and an important part of the value within our portfolio. So that remains as is, and I think the greenfield team as well is going to continue exactly as it is today. So I don't see the need for big changes in our organization going forward.

Excellent. I don't think we have any further questions. Do you have any concluding remarks or something you would like to cover off before we think about

I think thanks to all of the shareholders and viewers today, very, very excited to see this transaction concluding. It's been a few months of hard work from both us and Cloudberry. Also very pleased to see the 2 share prices positively reacting today, which suggests the deal is very accretive for both parties, which is a valid representation. And most importantly, I think [indiscernible] form can do going forward, bringing together the 2 organizations and the entrepreneurial culture of both companies coming together to grow. But then also within Orron energy, I think we've been undervalued for a long period of time, and this is a very clear marker of an underlying element of value that you can mark to market and the remaining value within Orron is compelling. [indiscernible] break when it comes. Thank you.