Chr. Hansen Holding A/S (NSISB) Earnings Call Transcript & Summary

Good morning, everyone, and thank you for joining us on this very exciting day for both Novozymes and Chr. Hansen. My name is Tobias Björklund, and I'm the Head of Investor Relations here at Novozymes, as mentioned. Please turn to Slide #2, and highlighting the disclaimer for this presentation. We move to Slide #3. Joining us at today's call are Ester Baiget, President and CEO of Novozymes; Lars Green, EVP and CFO of Novozymes; Mauricio Graber, President and CEO of Chr. Hansen; and Anders Mohr Christensen, Head of IR and Strategy from Chr. Hansen. Today's call will focus on the stock exchange announcement from this morning that Novozymes and Chr. Hansen have entered into an agreement to create a leading global biosolutions partner. Links to the stock exchange announcement and relevant additional materials, such as this presentation, can be found through our respective company websites, www.power-with-biology.com or www.information-aboutbusiness-combination.com. Our speakers today will walk you through why Novozymes and Chr. Hansen believe this combination is a really exciting opportunity for both businesses. They will give you an overview of both companies, what a combined group would look like and how we would be able to advance faster and further together. There will also be an opportunity for questions to our 3 presenters at the end of the presentation. The Q&A session will be introduced by the operator, who will also instruct you how to get in line to ask questions. [Operator Instructions] The total session will last for 1 hour sharp. With that, I'll now hand you over to our CEO at Novozymes, Ester Baiget. Ester, please.

Thank you. Thank you, Tobias. We're really excited to be speaking with all of you this morning, and I also want to extend a special warm welcome to Mauricio for joining us today at this transformational moment for both of our businesses. We're looking forward to taking you through the strategic rationale behind the proposed statuary merger and showing you how a combination of 2 leading companies will be even better together. As one combined group, we will accelerate our performance by leveraging our complementary expertise, our powerful capabilities and our shared purpose to continuously drive innovation, and we will do this together with our customers. I would like to leave the word to Mauricio, CEO of Chr. Hansen.

Thank you, Ester, and thank you for your kind words. We're really excited about this combination, where we will, together, leverage our unique expertise and capabilities in an even stronger way, driving more value to customers around the world. The combination of the 2 companies is a clear opportunity to increase performance, not only in the short term, but especially for the longer term. This combination is a win for both companies' stakeholders from shareholders to customers, to employees, and will drive us forward in a way we would have not been able to do on a stand-alone basis. With this, I hand back to you, Ester. Thank you.

Thank you, Mauricio. I couldn't agree more. So now please, if you could turn to Slide #4. Thank you. Let me share with you why we see clear value in bringing our companies together. The combination will create a leading global biosolution as a partner to our customers, with broad biological toolbox and a diversified portfolio that can help address global megatrends in an even stronger way. Our combined group will be a science-based company, and our science will continue to be agnostic to the market. We will push innovation and R&D that will open up additional opportunities across value chains and different sectors. Together, we will have an increased scale and efficiency and more capabilities to cross-fertilize and unlock new growth opportunities by translating needs into tangible biosolutions for our customers. The combined group will also be an even stronger home from top talent, bringing in together a passionate and diverse group of employees with the skills and ambitions to drive positive impact to the planet and to the wall. As we've noted, we have 2 companies with a shared Danish heritage, a purpose-driven culture and a complementary values with legacies rooted in innovation. We will continue to be a respected voice on sustainability issues with clear ESG commitments, now with an even larger impact. And by aligning our unique capabilities from LAP to global scale, the 2 companies can achieve significant synergies and maintain an attractive growth and financial profile. We expect to continue to deliver accelerated, sustainable and derisked organic revenue growth, more than what our companies would have been able to achieve on a stand-alone basis. Let me go through the opportunity set that we are positioned to capture and why now is the right time to combine. Could you please turn to Slide #5? Thank you. We live in a pivotal moment for society, a moment where we're facing growing needs and demands from growing population on top of an energy crisis and food crisis that we have not seen for a long time. This increases pressure on natural resources and, hence, increases demand for natural and sustainable solutions. Our customers are facing the same challenges with that also the same opportunities, delivering enhanced profitability, winning consumers, facing increasingly demand regulations and embracing the responsibility to be good corporate citizens. All together, we believe biotechnology will be a key driver of the Fourth Industrial Revolution and connect these global megatrends and customer demands. We estimate the current addressable market for biological solutions is around EUR 50 billion and growing. According to the World Economic Forum, the economic impact for biological solutions will grow 3x by 2040. We believe that, together, we will be even better positioned to be the bridge for customers and society and increase our share of value as well as our share of relevance. That's why this is the right thing to do, and now it's the right time to do it. So let's remind us of the strong basis we are starting from turning into Page #6, please. Novozymes is driven by a strong purpose of finding biological answers that will enable lives in a growing world. We are a world leader in biological solutions and the world largest provided of fermented proteins. With a clear strategic direction set out last year, we are becoming even better at executing in our innovation and commercial agenda with a strong focus on prioritization, and we are already starting to harvest the benefits from this approach. And when we look at the vast opportunities in front of us, we invest in and prioritize those projects that maximize returns and impact. We've long admired Chr. Hansen excellent business, and it's been a real privilege to work together with Mauricio and his team. Let me hand the word to Mauricio.

Thank you, Ester. Guided by our strong purpose to grow a better world naturally, Chr. Hansen has, in the past years, showing strong progress on our strategic ambition to differentiate as a bioscience company focused on our microbial and fermentation technology platforms. We have reinvested in our core businesses in dairy, human and animal health, all of which have shown resilient growth. We have leveraged our microbial platform into new areas such as bioprotection, plant health, live biotherapeutic products and plant-based alternatives. And we have extended our business into new areas such as HMOs. This has given us a strong platform to succeed from, and I am excited about the combination of these 2 great companies rooted in a strong Danish heritage, but with a global mindset. The newco will be even better positioned to deliver industry-leading, profitable organic growth in an ever-changing world. The success of the new company will be enabled by the large group of passionate employees across the 2 companies and through a relentless focus on innovation, efficiencies and strong customer relationships. Now please turn to Page 7 for a description of the company profile of Chr. Hansen. We are, as I said, a differentiated bioscience company focused on our microbial and fermentation technology platforms, with approximately EUR 1.2 billion in revenues and with an EBIT margin before special items of 26.8% in our last financial year, which ended in August 2022. We provide value-added solutions for customers in dairy and other foods and beverages, as well as for customers in the human, animal and plant health segments. Our microbial solutions, which enable a more sustainable food system and contribute positively to the global health agenda are based on our bacteria collections of more than 40,000 strains and is protected by a growing portfolio of IP rights. Based on our strong fermentation expertise, we have a consolidated production setup in Denmark, Germany, France, the U.S. and Brazil, but with a truly global outreach, supported by our comprehensive network of application centers around the world. And not least, we have a very skilled and engaged sales organization with the customers in the center of everything we do every day. With this, I now hand back to hand over back to Ester for a look at Novozymes.

Thank you. Thank you, Mauricio. And please turn into Slide #8. Novozymes is the world's largest provider of fermented proteins generating around EUR 2.3 billion in sales during the last 12 months and exposed to a diversified customer base. Our industry-leading innovation capabilities, a strong R&D pipeline and unique ability to scale production, it has allowed us to develop a best-in-class specialized portfolio of highly impactful bio-based solutions for our customers. Novozymes has a similar geographical exposure to Chr. Hansen and similarities in some countries where we're both present. Also, Novozymes offers solutions to a broader number of end markets, and I will go through this later on the presentation. Could you please turn to Slide #9. We see real value in combining the 2 companies. Each company on its own is already a leader in enzymes, with advanced by engineering capabilities; a leader in microbials, with deep expertise in dairy and human microbiome. These are world-class fermentation leaders with broad market reach. When combined together, we create a leading biosolution partner even better equipped to translate customer needs into real, into impactful and groundbreaking innovation solutions. When you take these complementary expertise and the strong financial portfolio of both companies, this is how it looks like. It looks like EUR 3.5 billion of revenue, around 26% EBIT margin and EUR 0.4 billion of free cash flow before acquisitions. It is clearly a one-of-a-kind player at significant biological scale with excellent growth prospects based on already solid financials and returns. And Mauricio, please, I pass the word to you for some additional comments.

Thank you, Ester. Yes, just a few complementary points from my side. The scale and reach of the 2 companies will enable us to do much more and gain additional leverage on the combined technology platforms. There are a few, if any, companies that would be able to provide the same unique understanding and deliver value to customers all based on biology. And we have the strong financials needed to back up the future performance that we are jointly aspiring for. Ester, back to you.

Thank you. Thank you, Mauricio. Let me now share with you why the complementary strength of the combined group will be even better together as one. Please turning to Slide #10. Together, we will have an even better diversification of our portfolio, giving us attractive positions in key end markets. Our customer-centric global reach will be aligned with our extensive innovation and optimize commercialization capabilities, enabling us to move faster to solve our customer needs. We would be even better, even faster and even stronger by more forcefully capitalizing on our scale, the mega trends and customer demands. We add this to a strong purpose-driven culture with clear ESG commitments and talented and passionate individuals. And adding all these combined strengths together, we can accelerate our presence in existing and in new areas. Please Turn to Slide #11. We expect to have addition -- exceptional positions across our broad market reach, including one of the largest -- world's largest commercial microbial and enzymatic libraries. We have a broad portfolio of sustainable and natural products across technologies, and they all have significant positive impact on the planet. Half of the solutions address clear consumer benefits and the other half enable reduced chemical use and positive climate impact. We believe that, together, we will be even better equipped to respond to the growing market demand for biological solutions. All areas showed tremendous opportunities for growth, where both companies are already present with complementary solutions there is an opportunity for cross-selling and to generate growth and additional value to our customers. In the area where one company plays today individually. We will be able to provide the connectivity and enable customers access to a broader range of biosolutions, accelerating growth. And if there is a white space, newco will be even better equipped to develop new value-added bio-based solutions, responding to society needs and with that, more growth opportunities. This is the market perspective. Let me -- let us now look at how our unique innovation production setup would even be better aligned to our customer needs. Could you please turn to Slide #12. Our broad coverage across the world in terms of production and R&D and application centers will provide customers with a partner with both global scale and local presence. Newco would have 38 R&D and application centers, 23 manufacturing sites and approximately 2,000 employees in R&D. This stands out in the bio-based sector, with EUR 350 million reinvested into R&D annually, representing an estimated 10% to 11% of combined sales. This also stands up out in the bio-based sector. We will be strong equipped to answer the needs of customers into value-added bio-based solutions, by using existing solutions and then leveraging them across our combined commercial reach or by using advanced discovery and applied research, coupled with unparalleled fermentation scale capabilities and bringing new solutions to the market. We talk about the what, we talk about the why and we talk about the how. Let me show a couple of examples that illustrate how we would be even stronger together and why we are complementary from a full value chain perspective. Please turn into Slide 13 for that. These are examples of what the combined biosolutions model would look like in practice. These 2 examples here are plant-based yogurt and human health. In plant-based yogurt, you see the potential of our combined technology, microbes, enzymes and proteins. They are all essential components that play roles in separate stages of the full value chain. In the case of human health, you can clearly see the benefits of our combined capabilities across the value chain. We will be able to provide deep insight and knowledge, have significant production at scale and a very broad reach across markets. In both cases, you can see how would be a leading partner enabling increased penetration of bio-based solutions that address customer needs and consumer wellness. And while these are only 2 examples, we see many more opportunities from combining the 2 businesses. Newco will be even better positioned to develop and to commercialize bio-based solutions that our customers are looking for that our customers are seeking for. This means direct value add for our customers. But it's not just our customers who will benefit of the combination of the 2 companies, let me show you in Slide 14. We will be the home for top talent in our industry globally. We will be the place where you aspire to be, the place where you want to belong and the place where you want to work. A place of right. We believe that the combined group share ambition and reputation, our strong ESG commitments as well as our expanded global presence would reinforce our ability to attract, our ability to retain and to develop the best talent in the sector. Through this combination, we also see an opportunity to enhance our combined commitment to a healthy planet and sustainable future. Our strong purpose-driven culture and complementary values are inspired by the power of biosolutions. It's also based on the strong heritage of 2 Danish companies with extraordinary track records, which have earned international recognition. Together, we will be even stronger with an even higher capability to drive positive impact. This is a powerful combination of people, a powerful combination of passion and performance. Please turn into Slide #15. We expect to deliver near-cost term synergies between EUR 80 million to EUR 90 million. which also happens to be at the relative cost synergy ratio similar to other transactions in the space. We expect around 40%, 50% of the cost synergies to come from cost of goods sold, and around 50% to 60% from SG&A. On cost of goods sold, we expect that the synergies will come from production optimization, portfolio efficiencies and procurement savings. On SG&A, we expect the synergies to come from rationalization, third-party contractors, management overlaps as well as selling and admin overheads. Importantly, we expect very little cost savings in R&D as this is a key driver for growth. Moving on to revenue synergies, we expect EUR 80 million to EUR 90 million in positive EBIT impact coming from EUR 200 million in annual revenue synergies. The main drivers of revenue synergies come from cross-selling existing solutions and leveraging the geographical and end market footprint of the 2 companies. Food and Beverages is one of the areas where we see a large part of the revenue synergies and acceleration. Additionally, revenue synergies are expected to benefit from increased penetration in health solutions. We expect that the integration cost for this combination to be around EUR 250 million mark through 2026, of which approximately EUR 50 million will be capitalized. In terms of sequencing, we expect to achieve cost synergies within 3 years after completion and the revenue synergies within 4 years after completion. Moving into Slide 16, where I will provide a view of the path for strong sustainable growth for the combined group. Fundamentally, newco will be able to continue the momentum of 2 companies and layer on top of that the growth synergies from cross-selling opportunities and innovation efficiencies. There will be continuity of the short-term synergies drivers far into the future as well as an expected acceleration over time. As we fast forward longer term, we will capitalize on the combined core competencies of both companies, to drive new innovations and broader market access with scale-up capabilities. For example, in food would have the ability to add probiotics or microbes as health consolidation agents. We'd be able to add HMOs as specialized nutrient beyond infant nutrition, as well as develop new enzymes and new strains to accelerate the development of plant-based nutrients in dairy or meat. The combined group will increasingly be able to meet tomorrow's society needs with biosolution that will support societies living in a more climate-friendly manner. For example, imaging moving beyond carbon capture by introduction micros that will absorb CO2 and bringing into proteins of food engineering that will bring novel proteins that will create another level of functionalization of food or generating new probiotics. In summary, together, we will be able to accelerate short-term revenue growth, but also harvest sustainable long-term growth and expand our potential beyond what the 2 companies would have been able to do by its own. And with that, I will hand over to Lars, our CFO. Lars, please?

Thank you, Ester. Please move to Slide 17 for an overview of the combined financials of the 2 companies for the latest 12 months reported numbers. First, I want to highlight that the figures presented here come from Chr. Hansen's audited annual report for the financial year ended 31st of August 2022 and Novozymes' unaudited interim reports for the 9 months ended 30th of September 2022 and the fourth quarter of 2021. Additionally, the financial information hasn't been adjusted to one conformed set of accounting policies. But with that said, newco's financial profile is strong and gives us the right to invest in the future. It also reinforces the common estimate on a previous slide in that, together, the combined company will be greater than the sum of both Novozymes and Chr. Hansen individually, as you can see in the far right-hand column. The combined group's revenue reflects these cross-selling opportunities, the scale and market access that both companies will provide each other, and the expanded EBIT margin shows the cost synergies and efficiencies that we expect to capture together. Let me give you an overview of how we think about the combined group's financial expectations and sustainability ambitions on Slide 18. Newco will have more than just a strong combined financial profile, which will be reflected through our financial expectations, financial policy and sustainability ambitions. The key highlights are that we expect an organic sales growth on a CAGR basis of 6% to 8% until 2025; an EBIT margin of 29% by 2025, excluding integration costs and PPA amortization; and an adjusted EPS number that is mid-single-digit percentage accretive in the third year after completion. We do not expect to issue any additional debt as a result of the transaction and expected leverage of around 1.3 to 1.7x net interest in bearing debt to EBITDA at completion. This is also the expected future net debt level. We are also expecting to maintain Novozymes' dividend payout ratio of around 50% following completion. Our sustainability ambitions include a commitment to carbon neutrality by 2050; by 2030, achieved 75% reduction in scopes 1 and 2 emissions and 35% reduction in Scope 3 emissions; and a minimum of 45%, 45% gender balance across all professionals and senior management by 2030. Please go to the next slide, where I will provide some further details about the transaction. I'm sure this is a familiar format slide for transactions, and we have covered some of the key points on this slide already. But 2 additional highlights I would like to give are that the consideration reflects a 49% premium to Chr. Hansen's closing share price as of 9 December, 2022. The blended premium of 38% and is based on a blended exchange ratio of 1.4205, taking into account Novo Holdings' approximately 22% stake in Chr. Hansen, which Novo Holdings has agreed to exchange for a less favorable exchange ratio than offered to the free-float shareholders. The transaction will need to be approved by 2/3 of the share and voting capital of both companies at their respective extraordinary general meetings. After completion of the merger, Novozymes free-float shareholders would own an aggregate 44%, Chr. Hansen free-float shareholders would own an aggregate 34% and Novo Holdings would own an aggregate 22% of the outstanding share capital of the combined group. And finally, Novo Holdings intends to maintain approximately 25.5% ownership of the total share capital of the combined group through incremental cash investments contemplated via purchases of existing shares. Please turn to Slide #20. As the time line shows, we expect completion in Q4 calendar year 2023 or Q1 calendar year 2024 at the latest. The next significant events will be in the first half of 2023 before the end of June, and include the publication of the exemption documents and the respective extraordinary general meetings for Chr. Hansen and Novozymes shareholders. Pre-completion, we will also see customary regulatory approvals from relevant authorities in a number of jurisdictions where we operate. With this, I would like now to hand it back to Ester for a walk-through of governance and management representation on Slide 21.

Thank you. Thank you, Lars. The Board and leadership of the combined group will represent Novozymes, Chr. Hansen and Novo Holdings. The Chair of the Board of Directors shall be nominated by Novozymes and the Vice Chair shall be nominated by Chr. Hansen. On completion, the Board of newco, excluding the independent Chair and Vice Chair, will be compromised of -- comprised of 2 appointees each from Novozymes, Chr. Hansen and Novo Holding. We plan to launch a branding process to determine a new name and identity that speaks both to our strong respective legacies as well as our stronger future together. One constant and shared characteristic is, of course, our Danish heritage, of which we are very proud, and our headquarters will remain in Denmark. And as Lars mentioned, there is a strong endorsement for the combination of the 2 companies from the main shareholder in Novozymes and in Chr. Hansen. Now please turn to Page 22. Novo Holdings' support of the combination is a vote of confidence, confidence from our long-term shareholders in the compelling strategic rationale for bringing the 2 companies together. And now let's move on to wrap up on Slide 23 before we go to the Q&A session. Let me summarize by reiterating that the combination between Novozymes and Chr. Hansen will create a leading biosolutions partner and a truly global leader that leverages the strength of each businesses to deliver accelerated, sustainable and derisked organic revenue growth. Together, we will increasingly capitalize from the global megatrends and industry trends, leveraging our unique innovation capabilities that can deliver so much more together. The result, a combined group with extraordinary people, a growth partner to our customers, a value creation to our shareholders and a group that has a positive impact on society and the planet. Let's start now with a question-and-answer session. Operation -- operator, please begin.

[Operator Instructions] The first question is from the line of Søren Samsøe with SEB.

Yes. It's Sam from Ms. Congratulations on this major announcement. First of all, if you could talk a little bit about more about the cost synergies on the procurement side and also if there is any -- I mean, Chr. Hansen has a very strong competence in the sales organization and also working capital management, if there's any, say, things that the organization could learn from each other there. And finally, if you could elaborate on the potential synergies in R&D. What could there be synergies of putting 2 such strong organizations, R&D organizations together? And also if there could be any risk of negative synergies in this regard? Yes, that's all.

Thank you, Søren. I'll start answering your question, and then Lars, please, build on the cost synergies and Mauricio, please, it would be the wonderful if you could also bring your perspective from the Chr. Hansen point of view. So we are combining 2 unique companies that each of them is unique by its kind. And by putting them together, we're creating a company that can even generate more value for the -- for all the stakeholders, for the customers, for the employees and for the society and for the shareholders. You talked about the cost synergies, and that's a big -- the synergies and that's, of course, a strong pillar of the value generating for the shareholders. EUR 200 million revenue synergies in 4 year, EUR 80 million, EUR 90 million EBIT. EUR 80 million -- on top, EUR 80 million to EUR 90 million EBIT from cost synergies. And that we have -- and we have gone from a very deep elaborated plan on both areas, and we feel very comfortable in our capabilities to deliver. All that together, 29% EBIT, 6% to 8% aggregated costs. This is a company where you want to belong. This is a company that we want -- that you want to be part of. This is a company that when you put the R&D capabilities from both companies, coupled with also strong fermentation and capability to bring solutions into reality, it makes -- enables new connections for the customers. We will provide solutions, bio-based solutions that they answer the society needs, that they make the bridge to our customers. And we will have -- we have already elaborated retail plants to ensure that we keep the competencies that make this company unique. Lars, I'll pass it to you.

Thank you, Ester. And as Ester said, the EUR 80 million to EUR 90 million of cost synergies we expect within the first 3 years. So they are comprised of both cost of goods sold opportunities, but also SG&A opportunities. And as you sort of asked, Søren, we do see procurement as one such opportunity where we see the best of both companies, so to speak, will enable us to harvest cost synergies on that account. That goes on the particular contracts we have in place each company. But on top of that, also other synergies such as, let's say, efficiencies from logistics, from distribution. Our proximity means that we believe that we can generate efficiencies and, therefore, cost savings from combining, again, the best of both worlds. And that also goes for net working capital management, as you pointed out. So obviously, that's not part of the cost synergies, but more part of a cash flow opportunity for newco. So we certainly expect to leverage all of those tools that you mentioned. And as Ester said, we have done elaborate analysis, both sort of on a bottom-up functional basis, where we have assessed the different opportunities, but we have also triangulated that against benchmarks of similar or peer combinations that has taken place historically, and we believe this is a number that is certainly achievable for newco.

And again, congratulations on this exciting combination.

Just to comment a little bit, Søren, on your question about the sales organization and R&D. I would say, yes, Ester and I have talked a lot about the sales excellence and how we make sure that the newco will get the best of both companies, and we will have to articulate what best of both means, but keeping the customers at the center of everything we do, being customer-centric having innovation that's relevant to customers will definitely be part of the culture of the new company. On R&D, a super exciting journey. This merger comes at the point of a pivotal moment in biosciences, where you will need a broader tool of technologies to drive the solutions for our customers. So I see tremendous growth synergies and innovation synergy opportunities in human health, in food cultures and enzymes, and for sure, in plant health and animal health.

The next question is from the line of Chetan Udeshi with JPMorgan.

I mean, I'm struggling a bit here. I mean if I hear you, you're talking about organic growth of sort of 6% to 8% for the combined entity. And if I'm not mistaken, Ester, for Novozymes, you've talked about a growth of more than 5%. So it seems like the incremental delta on growth is not that high, and clearly, the execution to deliver the upside really brings some risk. So I'm just curious, like what's the sort of inclination from Novozymes site to enter into this transaction? Is it the consolidation or the announcements that you've seen from other players in this broader industry? Because, to me, it seems the incremental upside, at least on growth, doesn't seem that high. Maybe I'm missing something.

Thank you for your kind of question. Let me answer all of the -- try to answer all the parts you're bringing in. This -- we see this important milestone as one step more of giving continuity to our strategy. We are becoming even older, even stronger, a true biotechnology, biosolutions powerhouse, enabling connecting factor of the society needs to our customers with solutions based on science, based on biotechnology, based on sustainable solutions that enable to generate growth for our customers and enable to capture also that growth and generate growth for our shareholders. The incremental growth is EUR 200 million revenue in 4 years, EUR 80 million to EUR 90 million EBIT. And we see that across a broad toolbox of alternatives that will enable that growth. It's, as Mauricio said, from one side, cross-fertilization of existing solutions in the complementary markets, cross-fertilization in human health of solutions from one company to the other, and extending also -- taking advantage of the broad value reach and differentiated spaces of the value chain, cross-fertilization from cultures and enzymes; in food, bringing further functionalization to customers; cross-fertilization in animal; cross-fertilization in Ag. If you look long term, then that's exactly the part that we are very, very -- I mean, on addition of the EUR 200 million short-term revenue synergies and EPS accretive at 3 years after closing, we are extremely excited about the accelerated long-term growth. And that's when you start harvesting the connection and the power of R&D and the power of the 2 leading fermenting companies even better together. Here is when you start bringing HMO beyond infant formula and as a functionalization in food. Here is where you start developing new proteins and new micros together as also functionalizing of alternatives. This when you bring solutions for regenerative agricultural replacing pesticides. Imagine also not only carbon capture, but develop microbes, that they capture that carbon and translate it into value-added solutions. That's the power of the company that we're putting together. And that's a response of a continuity to your first question also on the strategy that we put together.

The next question is from the line of Lars Topholm with Carnegie.

Yes, a couple of questions. First, congrats to both of you, Ester and Mauricio for this combination. And I guess to you as well, Lars, as CFO. A couple of questions on my side. from a Chr. Hansen's shareholders perspective, what has been done to ensure this is the best deal achievable? Has it been reached out to other potential parties that could acquire Chr. Hansen? Or are there not any other interested parties? That's my first question. My second question, in one of the slides, you talked about a derisked innovation. I just wonder if you can put some words on how you derisk it and what that means in terms of long-term growth, assuming your R&D budget will not be affected by this in relative terms?

Thank you, Lars. Lars will take your second question, and then, of course, Mauricio will answer your first question. Derisk innovation by connecting dots in a stronger and more structured way. Connecting dots and making the cross fertilization in the segments that we are complementary and we can bring solutions for our existing customers. As I mentioned, cross-fertilization in health, cross-fertilization in ag, cross-fertilization in food and beverages of existing solutions, connecting the dots in the areas where we can bring new solutions together in a stronger way. Developing enzymes and microbes together that symbiotic, they generate an accelerated or even a stronger benefit for our customers in food functionalization. Connecting the dots, being protective. Biocultures that today they use in dairy into baking. Those are the type of derisked innovation that we took at the medium and short term, but then also connecting the dots at the longer term, bringing new solutions for the society needs. We live in a pivotal moment for the society, that the world is seeking for new answers to respond to the big challenges we're facing ahead. And together with even a stronger -- not percentage of revenue of our R&D sales, but even a stronger R&D budget and even a stronger scale-up capability and a stronger global reach, coupled with the terrific capabilities from both companies to listen to the customer regionally and translate to solutions globally, we will be even be position to capitalize on the long-term growth. Mauricio, please?

So could you -- does this imply -- I mean, now you mentioned 6% to 8% organic growth, which is just a combination of the current targets for Novozymes and Chr. Hansen. So for this to be successful, would that imply over time that growth rate accelerates? Or is that too optimistic.

We see an accelerated derisked long-term growth for both companies, for just all the arguments that I mentioned before.

Makes sense.

I'll take the first part of your question, Lars. Thank you. We have considered a number of alternative options, with the interest of the company and its shareholders as our guiding principle. We believe the proposal from Novozymes is really very compelling and presents a strong strategic rationale. We will be able together to address the changing customer demands, as we mentioned in the presentation, but also the global megatrends even better by combining these 2 great Danish champions as a global bioscience leader. And I will just add, if you think about with the structure of the transaction, it provides premium to the Chr. Hansen shareholders that will benefit from both the attractive premium short term and a significant ownership in the combined company, and therefore, a meaningful economic exposure to the proposed transaction benefits that Ester just described.

But Mauricio, that I get. But that didn't really answer my question, if any other potential interested acquirers have been approached. So you're absolutely certain this is the best price.

Well, we conducted a comprehensive review of the proposal with our advisers, Lars, taking into account historical performance and believe the offer represents the best and fair offer for our shareholders. Thank you.

The next question is from the line of Sebastian Bray with Berenberg.

My first one is on potential remedial divestments. ESter, at the start of the call, you gave the broad definition of a EUR 50 billion market for biological solutions. But if I look at some of the areas the 2 businesses overlap in, particularly thinking about BioAg or agricultural solutions, the markets are much smaller and the extent of overlap is larger. Are you expecting to have to make any remedial divestments in any geographies of significant scope to get this deal through? And I appreciate the business is not going to move from Denmark, but could I just double check, there's no expected change in the combined interest and tax charges related to the group? I noticed that the trailing 12-month financials only went down to the EBIT line.

Thank you, Sebastian. I will let Lars answer your second question. And then regarding to your first question, we have done an extensive work on assessing, also with external advisers, the feasibility of delivering both on the growth synergies, cost synergies and then, of course, of completing and bringing all the supporting and required information to keep the authorities to ensure or to -- that can -- to ensure we can complete the transaction within the milestones that Lars indicated. We are extremely complementary from a market perspective and exposure. And we see benefit that we're bringing from our -- for our customers by creating new capabilities and new solutions and connecting answers that will provide, even them, the strength and the position to capitalize order on additional growth. Lars?

Yes. And on the taxes, just highlighting that we intend to implement this as a tax exempt merger according to the Danish merger Tax Act. And on the -- on sort of the results at the post-tax level, we are guiding you to a mid-single-digit percentage accretion level 3 years after completion. So that sort of gives you an indication of the post-tax contribution from the combination.

That's helpful. And just to clarify, Novozymes, to my understanding, has 50% market share in the global market for enzymes. I think Chr. Hansen has some of its own production in-house. I'm just wondering when going to discuss this with the regulators, why would they say yes to a deal at least for 2 parties with significantly more than 50% share? Or am I missing something here.

We have a share which is below 50%. And you know I cannot speak on how the authorities will respond. That will be extremely unappropriate for me. We have done an extensive amount of work across all areas to make us ready and -- for the day of today. And that work has not only been done internally, also with the support of external advisers.

The next question is from the line of Alexander Jones, Bank of America.

The first one, just on -- from Novozymes side on how the logic behind the price you've paid and how that creates value for Novozymes shareholders. Or I guess to put it another way, you've talked about EPS accretion, if you could you give us some indication of the return that you'd expect on this deal? And then the second question, just around the integration process, how you think around the risks of that and how quickly intend to combine the teams together.

Maybe I'll start answering the question, and then Lars, please build on it. Regarding the integration process, we have -- we see, first, the milestone going ahead is 1 step more on the implementation of our strategy and consistent with the momentum and the direction that we have been walking the talk in the last quarters and years. We're going to continue to set the foundation and implement the same principles of our strategy, prioritization, market focus, accountability. We're putting 2 companies with complementary capabilities, with complementary market exposure and a strong Danish heritage, with sustainability on its cohort. We have done, as I mentioned, a deep analysis and with high-quality work, including support from external advisers, and we have a very well-elaborated plan on how to deliver the synergies and how to materialize on them. We feel we are in a good place. We are in a place in comfort. We -- regarding the integration, we know how good it looks like. Personally, I have gone myself through transformative milestones in the my 25-year tenure beyond also Novozymes, and we have the retention plans to retain the critical skill sets. This is a company of growth. This is a company based on science -- strong science foundation. This is a company based also on amazing human talent. And the combination of these 2 companies, it will just be based especially on the amazing people from both companies that will be forming the team of future newco. Lars?

And on the value creation, we are confident that this premium reflects the strength and the long-term growth potential of the combined group, which we believe will have a highly attractive financial profile, with strong gross revenues and -- with strong growth in revenues and also attractive margins. So as we have highlighted in the deck here, we expect to deliver short-term sales synergies to the tune of EUR 200 million in the first 4 years after completion. And on top of that deliver short-term cost synergies of EUR 80 million to EUR 90 million in the first 3 years after completion. And we believe that this combined newco can generate sustainable, accelerated growth beyond that period. So we believe this is highly attractive. We believe this will also create value for Novozymes shareholders. And we think and believe that this all-stock nature of the transaction will also allow us to have the opportunity to continue to invest in the business, develop the synergies and maintain a healthy balance sheet. So I think the best way to express it is that the mid-single-digit accretion in earnings per share. 3 years after close. I think it is a reflection of the value that we believe will also be generated for Novozymes shareholders.

The next question is from the line of Alex Sloane with Barclays.

Question for me on the margin target for the combined group. Obviously, Chr. Hansen had a stand-alone target for 2020 -- or fiscal '25 of an EBIT margin above 30%. Just wondering if you can confirm is that in your base case for the combined target? And obviously, achieving that for Chr. Hansen, a big driver was expected to be reducing the margin dilution from the HMO business, from Jennewein. I'm just interested, does the combination and Novozymes, obviously, expertise in fermentation technologies, I mean there's any scope to accelerate the insourcing of production there of HMOs.

Lars and Mauricio, please?

Yes. So on the question the targets that Chr. Hansen has today, of course, forms the foundation together with the targets that we have at Novozymes, plus the synergies that we have outlined, those are the -- those are, in principle, the factors that have been put together in order to identify the financial expectations of newco to 2025. So I can confirm that, let's say, the logic of how that expectation has been set.

Thank you, Alex, for your question. Building on what Lars just said, indeed, as you saw the -- our 2025 financials, financial ambitions is what's being reflected in the 2025 information presented for the newco. I had always consistently said that in order to achieve our 2025 EBIT margin of 30%, we will need to continue to drive our productivity efficiencies, drive the synergies from our acquisitions of UAS Labs and HSO, and build positive momentum in the margin development for HMO. All of those 3 factors are on target, on plan. And you bring forward a very important point and a great example of the synergies for the newco will be how the tremendous enzyme capabilities of Novozymes would enable us to accelerate the best-in-class production process for HMOs. So while we will have to build those plans together in the future is another example of a great opportunity of combining the technology platforms of both companies that will significantly benefit the future development of HMOs.

There are no further questions at this time.

Excellent.

And I hand back to CEO, Ester Baiget. We have a follow-up question if we have the time, yes?

Sure.

The next question is from the line of Søren Samsøe with SEB.

Yes, it was just a question on the HMOs side, where you have paused your major investment into a very big production facility in Denmark, to the Chr. Hansen side, I mean will you -- will this be taken up to consideration now? Or is there anything you can do in the combined business that you couldn't do before? Just your thoughts on that.

Thank you, Søren. Absolutely, I think what we have said is we have paused the investment of the HMO in [ Calembo ], and that we would sequence our investments into these based on the market developments. For now, we have capacity to deliver what the market needs based on the expansion of our downstream facility in Germany. But for sure, it will be a consideration for the newco how to best deploy the capital and investments for the future. And I am sure that with the technology from Novo Science, we will be able to develop production process with a lot more productivity and assess the capital required for the future.

Absolutely, Mauricio. And Søren, I mean you -- and there was also another question. We are -- you're nailing here and you're bringing one of the pillars and the fundamentals of the strength of why these 2 companies are meant to be together. We are combining the leader on enzymes and bioengineering abilities with a leader on fermentation and microbial capabilities. And these are 2 science-based solutions based on nature that, combined holistically, they can generate even more value for our customers. They can bring even better solutions that answer society most pressing needs across all fronts, by enabling healthier lives by bringing better foods but also by enabling lower use of chemicals, lower energy use, better agricultural, replacing pesticides across a broad range of markets. This is the company we're putting together. We -- one proof point of the strength of the long-term growth potential of this company is the main -- the support of the main long-term shareholder of both companies. You see -- we see this support as a strong sign of the value that these 2 companies together, the value that this new company can only for the shareholders and for the society at large. We have one last question coming in the line, operator.

The last question is from the line of Charles Bentley with Jefferies.

Brilliant. So if I could make it 2 questions if that's okay. So one, just on the revenue synergies, I mean, they appear very high relative to -- I mean, even kind of recently announced kind of peer mergers. And I mean that, to me, we've kind of seen kind of missed like essentially challenges in terms of realizing some of these synergies of deals in the sector historically. So if you can kind of help me kind of understand kind of the building blocks behind how you got to that number and why you think it's -- where you think it's kind of concentrated from a product portfolio perspective, that would be very helpful. And the second one was just on merger approvals. I mean, which of the main jurisdictions you'll need to get then, and which do you think will take the longest?

Excellent. I will bring color on the first question, and then I'll let Lars build on your second question. We have done an extensive amount of work, not only internal, but also with external support to -- that makes us very confident on our capability to deliver the growth synergies. We're talking about 2 companies that they are complementary in existing -- in across a broad range of markets. And the short term -- we see the synergies in both ways, short term and long term. Let me go one by one on the fundamentals of both. On the short -- near term, for the EUR 200 million growth synergies that we're putting on the table and that we are going to show you that we deliver in the next years after we close, they come by cross-fertilization and making new connections out to existing customers with poor solutions that they already exist. They come by bringing health solutions, probiotic solutions from one company and the other, together on our existing customer base on different steps of the value chain. They come by combining enzymes and microbes in solutions and food by bringing protective cultures from dairy into baking providing a functionalization that, today, none of the 2 companies can do. They come by making cross-fertilization of existing solutions in beverages, in animal nutrition and BioAg. They come also by making new innovation and making connections of existing solutions beyond the space that we could be, like we talk on HMO. HMO beyond infant formula. They come by developing new proteins and enzymes and microbes that, together, they can provide different, completely different value-added solutions for our customers for sugar replacement, for functionalization in meeting protein. They come by combining also again, the expertise of one company into other by answering new questions of the society, how you -- I talked about carbon capture and then use of that carbon, but also fertilizer replacement by the combination of micros and enzymes. They come by the synergistic potential of the 2 companies on where they're both very strong: enzymes, microbes and bringing complex solutions into scale, into value-added solutions for our customers. Lars?

Yes. And on the regulatory approval, I don't think there's so much more we can add at this point, except to repeat that we have undertaken extensive work to prepare for this day and this announcement, and make sure that we are ready to file and engage with the relevant regulators. So that's what we can say at this point in time. And we will start immediately the process of filing in the relevant jurisdictions and then we will update you as we learn more.

Thank you all for listening in and for joining us in this very important day. We will meet with many of you in the next coming days as we go in the road. And then please also do not hesitate to contact both, any, of our both R&D departments of our respective companies for follow-up. Thank you so much.