Ambea AB (publ) (HUM) Earnings Call Transcript & Summary

Good day, and thank you for standing by. Welcome to the Ambea Webcast and Conference Call. [Operator Instructions] Please be advised that today's conference is being recorded. I would now like to hand the conference over to your speaker today, Mark Jensen, CEO. Please go ahead.

Thank you so much. Good morning, everyone, and thank you for joining us today. My name is Mark Jensen, and I am the CEO of Ambea, the market-leading care provider in the 4 major Nordic countries. We operate through strong local brands and business areas covering elderly care, social care and staffing and competence solutions. This breadth and scale create resilience and long-term growth potential. We aim to be the quality leader in everything we do, and our vision is to make the world a better place, one person at a time. I'm very pleased to welcome you to this presentation where we discuss today's announced transaction and why we believe it represents an important strategic step for Ambea and Humana and for the future of care in the Nordics. Joining me on today's call is our CFO, Benno Eliasson, who will be available during the Q&A session following the presentation. I'll begin by putting the transaction into the context of the long-term trends shaping the Nordic care sector. I'll then introduce both companies and explain why we believe they are such a strong strategic fit. And from there, I'll walk you through the transaction itself and the expected synergies before showing how the combination creates values for care receivers, employees, municipality, society and our shareholders. I'll conclude with the expected time line before we open the call for your questions. And with that, let's get started. Before discussing the transaction, I'd like to take a step back and look at the long-term development shaping the Nordic care sector. Demand for care continues to grow. Care needs are becoming increasingly complex and municipalities in Scandinavia and well-being services counties in Finland, face growing pressure to expand capacity while maintaining high quality within constrained public finances. At the same time, workforce shortage and rising expectations on transparency and governance continue to increase the demands on care providers. Meeting these challenges will increasingly require care providers that can expand capacity rapidly, attract and develop skilled professionals, invest in innovation and continuously strengthen the way care is delivered, while acting as trusted long-term partners to society. Against this backdrop, let me introduce the 2 companies and explain why we believe they are so well positioned to meet these future needs together. Many of you listening today will know Ambea and Humana well, while for others, one might be less familiar. To start, Ambea and Humana are both well-established care providers with a long track record of delivering high-quality care across a broad range of services and geographies in the Nordics. Together, we support more than 25,000 care receivers and employ more than 60,000 dedicated care professionals. Most of the care is residential, meaning that thousands of care receivers are waking up in their beds every morning with a need for support and care to live a better and more independent life. That is a very special and strong responsibility the local teams are carrying 24/7, 365 days a year. Just as importantly, we believe the 2 organizations are built on very similar foundations. Both share a strong commitment to high-quality individualized care, responsible and sustainable care delivery and continuous improvement through methods, knowledge and competence development. These are areas that are deeply important to both organizations, and they provide a strong central foundation and cultural foundation for the combination. You will also notice that the revenue, employee and care receiver figures for Humana includes a reference to the Personal Assistance business, which is expected to be divested as part of the transaction. I will explain the transaction structure and the rationale for that divestment later in the presentation. But first, let's look at the company's complementary strengths. As you can see on this slide, both companies are active across the same broad areas of care, but each has developed particular strength and deep experience in different parts of the care sector. Ambea has a strong position in elderly care and residential disability care, while Humana has built leading capabilities within individual and family care, particularly for children and young people. Together, this creates a broader care platform with greater specialist capabilities than either company has today. The combination also creates a truly Nordic platform with operations across all major Nordic markets and an even stronger geographical footprint locally. By bringing together the experience, methods and specialist expertise that both organizations have developed over many years, we create new opportunities to learn from each other, strengthen our capabilities across all care segments and continuously improve the quality of care throughout the combined organization. And turning to the next page, we will look at how that could reflect in the overall indicative financial numbers. The combination also creates a significantly stronger financial platform for the future. You'll notice that we present 2 combined views. One includes Humana's Personal Assistance business in Sweden, while the other to the right reflects the business that will remain with Ambea following the planned divestment we discussed earlier. We believe this provides the most transparent indicative picture of the future group. More importantly, bringing together our financial resources enable us to accelerate the development of care methods, quality systems, digital tools, AI and other innovations that support both high-quality care and operational excellence. This is an important part of the strategic rationale, a stronger financial platform allows us to invest more effectively in the capabilities that will help us to meet society's growing care needs while continuing to create long-term value for our shareholders. I will now explain the transaction structure and the rationale for divestment of the Swedish Personal Assistance in the next couple of slides. Turning to the offer, Ambea has announced a recommended public offer to the shareholders of Humana to tender all their shares in Humana to Ambea, aiming to combine the 2 companies. The consideration in the offer consists of a combination of shares in Ambea, cash and a potential additional consideration in the form of a CVR instrument. In total, Humana shareholders offer consideration valued at SEK 62.30 per share. This consists of SEK 20 in cash and 0.305 shares in Ambea for each Humana share, corresponding to an equity value of approximately SEK 2.96 billion. The offer represents a premium of 26.8% compared to Humana's closing share price on the last trading day on Friday prior to the announcement of the offer. In addition, Humana shareholders will receive one contingent value right for each share in Humana. The CVR is linked to Humana's ongoing legal claim against the Swedish State and is intended to allow Humana shareholders to retain the majority of any potential value from that process. The offer represents an attractive premium across all relevant reference periods. The transaction has already received strong support. Shareholders representing approximately 41.9% of the shares and votes have irrevocably undertaken to accept the offer and shareholders representing approximately 3.4% of the shares have declared that they are positive to the offer. Further, the Board of Directors unanimously recommends shareholders to accept the offer. And this is also supported by a fairness opinion stating that the offer is fair from a financial standpoint. And now turning to the financial impact on Ambea and post-closing actions. The acquisition will be financed through a balanced combination of cash, buybacks and newly issued shares, together with incremental financing from existing lenders. We remain committed to maintaining a disciplined capital structure with illustrative net debt of approximately 3.5x EBITDA following completion. Importantly, we expect the transaction to be accretive to adjusted earnings per share already in the first full financial year after closing with the level of accretion increasing materially thereafter. The transaction also includes the planned divestment of Humana's Swedish Personal Assistance business following completion. Personal Assistance in Sweden is a high-quality business with dedicated employees and a strong position in this market. However, it operates under a different service model, regulatory framework and customer offerings that Ambea's core residential care platform in Sweden has. The divestment will create a more focused Nordic care group, while allowing the Personal Assistance in Sweden to continue its development under a dedicated owner with a strategic focus and capabilities to best support its employees, customers and care receivers over the long term. It is important to understand that Ambea and Impilo have agreed on a put option relating to Personal Assistance in Sweden. The put option means that Impilo undertakes to acquire Personal Assistance in Sweden in the event that Ambea fails to divest Personal Assistance in Sweden to a third party within 12 months of completion of the offer. Such a transaction would be on certain pre-agreed terms explained in the footnote on this slide and in today's press release. So let's turn to expected synergies and one-off effects. Based on our work to date, we have identified annual run rate pretax cost synergies of approximately SEK 120 million, expected to be fully realized during the second year following completion. The synergies are expected to come from certain overlapping group functions and offices, more effective use of joint resources and support organizations and more effective use of business area management resources. Following completion, Humana's operations will be integrated into Ambea's organizational structure. The detailed integration planning has not yet begun and no decisions have been made regarding the future organization. Our ambition is to build the best organization for the future by combining the strongest capabilities from both companies, while also realizing efficiencies through natural attrition and by not replacing vacant positions where appropriate. As with any integration of this scale, we expect one-off transaction and integration costs as we realize these synergies, primarily during the first 12 to 15 months following completion. And let me now illustrate why we believe these 2 companies are such a strong strategic fit. And as I will explain on the next slide, a strong contributor to our welfare society. Ultimately, what matters is what this transaction means for the people and communities we serve. Together, we can help more people access the care they need and allow them to have better, more independent lives. For our care professionals, this creates broad opportunities for learning, knowledge sharing, specialization and long-term career development. And for municipalities and well-being services counties, it means that even stronger long-term partner to meet society's growing care needs. And this is why we believe the combination strengthens our contribution to society while remaining true to our purpose of making the world a better place one person at a time. We know there's a strong correlation between high-quality care and healthy financial results, and I would now like to turn to our financial targets. While the transaction creates a significantly larger company, we remain confident in Ambea's existing financial targets and are, therefore, reconfirming them today. On growth, the transaction itself naturally provides a step change. Looking beyond that, we believe the combination of Ambea's industry-leading organic pipeline, Humana's existing growth plans and continued acquisitions provides a strong foundation for delivering our long-term growth ambition. The future growth will be delivered through a combination of strong organic growth and acquisitions where we still see good opportunities for quality bolt-on acquisitions. Not least, the 2 growth platforms in Finland and Denmark will be able to contribute with stronger-than-average growth in years to come. On profitability, the combined business, excluding Personal Assistance in Sweden would have had an EBITDA margin of approximately 8.4% in 2025. The identified cost synergies alone represent around 0.5 percentage point of margin improvement. And together with operational improvements and additional integration benefits, we are confident in our ability to return to a long-term EBITDA margin target of 9.5% on a run rate basis towards the end of 2028. The transaction also supports our disciplined approach to leverage, while our strong cash generation continues to underpin both shareholder returns and future growth investments. With our financial framework reaffirmed, let me now turn to what an estimated and tentative time line looks like. So in brief, let me walk you through the indicative time line. Following today's announcement, we expect to publish the offer and prospectus on August 24, after which the acceptance period will commence. These documents first need to be filed with the Swedish Financial Supervisory Authority, SFSA, which we will do very soon. Once they have been approved by the SFSA, they will be published and the acceptance period can commence. The acceptance period is expected to run for approximately 5 weeks until around 30th of September. Subject to the required approvals being received and the other conditions for completion being satisfied, settlement is expected to begin on or around 8th of October. As to the regulatory approvals, the transaction will be reviewed by the competition authorities in Sweden, Finland and Norway. The review time line is not in our hands, but we aim to secure all necessary approvals without undue delay. We're committed to working constructively and transparently with the relevant competition authorities throughout the review and will provide updates as appropriate. In addition, we will need approval by the Swedish FDI authority, Inspektionen for strategiska produkter, the National Inspectorate of Strategic Products but this should not be a timing driver. And now turning to the last page of the presentation. So let me conclude by summarizing why we believe this transaction is the right strategic step for Ambea and Humana. First, it brings together 2 organizations with a shared culture and values, creating a strong foundation for successful integration and a common commitment to high-quality responsible care. Being successful in specialized care is all about the people. So staying close to the care professionals and local managers will always remain extremely important to us. Second, the combination creates a stronger Nordic care provider with broader expertise, greater specialist capabilities, a more comprehensive care offering and a stronger geographical footprint. Third, by combining our financial capacity, we will be able to accelerate investments in care methods, quality systems, digital tools, AI and innovation, helping us continue to improve the way care is delivered. Fourth, we strengthened our contribution to society by helping more people access the care they need, creating broader opportunities for employees and becoming an even stronger long-term partner to municipalities and well-being services counties. And finally, we believe this transaction creates compelling shareholder value through identified synergies, disciplined integration and long-term value creation, supported by strong cash generation and active capital allocation. Taken together, these 5 elements give us great confidence that this combination will create lasting value for our care receivers, employees, customers and shareholders alike, and we are excited about such a fine future opportunity benefiting the lives of people. And with that, thank you for your attention. We would now be pleased to take your questions. Operator, can we have the first question, please?

[Operator Instructions] And your first question today comes from the line of Bjorn Olsson from SEB.

But anyway, you are mentioning the synergies, but could you give -- and you're sort of mentioning that there are additional operational synergies to come as well. Could you give any more flavor on, I don't know, just briefly, a segment per segment maybe, where do you expect to extract the most operational synergies as well for the period once it closes?

I think it's too early to give detailed comments on that. But I think reaffirming our financial targets and also being clear that we expect to get back to our financial target of 9.5% EBITDA margin in -- on a run rate basis at the end of 2028 will imply those operational improvements that you are alluding to. And they will come in various areas, but they are not detailed yet, but we feel confident looking at the current performance of Humana in comparable segments and the performance of Ambea's existing business that there will be opportunities that can lead us back to the EBITDA margin target in the time frame I just explained.

Okay. And just on Humana's like top management. And I mean there are -- as you mentioned, there are quite a few people impacted by this in Humana in general. Have you any idea on how the newco will look like from a sort of a steering and management perspective? Or will this just be acquired and sort of integrated segment by segment into you guys? How will that look?

We will try to create the best possible growing company forward, and we will, of course, look at the resources that are available in both companies. To do that, we haven't done any detailed planning on that yet, but there are many great professionals in Humana and many great professionals in Ambea, and we are sure that we can build a very strong team going forward. But it will be an Ambea structure, as I said also. And that's, of course, key to understand. But we will look further into the detailed integration when we get to it. But now we are planning on making sure that all Humana owners think that this is a good offer and are willing to accept it, and that's our first and foremost priority.

[Operator Instructions] And our next question today comes from the line of Filip Wetterqvist from SB1 Markets.

First question from me. You're taking over quite a strong footprint within more like advanced child and youth care, where Humana has been very strong and that segment also carries some higher risk with media and so on. Do you anticipate to keep that segment or expand that segment? Or what are your thoughts on that? Because I mean that carries higher exposure to media risk and so on. You have said before that you don't want to be in like high-risk segments within social care. So what are your thoughts on that?

Thank you for the question. We are taking over, as you said, all Humana more than 400 different units. The only part of Humana, which we are not taking over or that we are planning to sell, as said, is the Swedish Personal Assistance business. That said, there are, of course, many different local integration to be made, but we are not planning to sell any of the 400 units that Humana is running today. And there are, of course, different target groups in different units and like that, that we are willing to take on all these, of course.

And then my other question is that you bought Validia for about a year ago and have done some additional bolt-ons in Finland. Do you believe you have the capabilities to consolidate Humana at this point of time? Do you have the resources? I mean, this is quite a big acquisition and you did a huge one a year ago. And yes.

Yes, we have a strong belief in that, and we have a good plan and a splendid team to operate it and to conclude it. We have concluded the integration of Validia in Finland. That went very well. We are very satisfied with the results in Finland and the team there. So there are no integration activities left. And apart from a small thing on IT, but that is more like business as usual. So there are no kind of big integration activities burdening us right now. We have a strong track record of many bolt-on acquisitions, and we are very experienced in this area. We know how to do it and what to be done when we acquire businesses. Of course, this is a large and you should have respect for that, and we do. But we also have some time now to start working on the integration planning. So when the offer is accepted and the approvals from the authorities are there, we will have a very strong team and a very good plan in place to make sure that the 2 teams will get together in a good way. I think also here that one should understand that we believe that's a very good cultural fit between the 2 organizations. It's value-driven organizations that are focused on high-quality care in the operations to the care receivers, and we share many of the same view, how professional future-proof, qualitative care should be delivered. So from that perspective, I think that there will be little issues on the cultural side. And that is often what is most difficult in larger integrations like this. But I expect that, that will be relatively smooth in this case. So we are, of course, respecting. It's a big task. We will plan it well, and we will conduct it effectively and with quality as we have always done.

[Operator Instructions] We currently have no further questions. I will now hand the call back to Mark Jensen, CEO, for closing remarks.

So no more questions. Thank you for the questions received and the interest in the transaction. At Ambea, we will report the second quarter of the year on August 19. And until then, I wish you a very nice summer. Stay safe and healthy. Thank you.

Thank you. This concludes today's conference call. Thank you for participating. You may now disconnect.