DSM-Firmenich AG (DSFIR) Earnings Call Transcript & Summary

Good afternoon, and thank you for joining our webinar following the publication this morning of the offering circular and the related documents for the merger of DSM and Firmenich. All documents can be found on the Creator Innovator website. In these documents, you will also find the legal disclaimers, and I would encourage you to read these carefully. You might also have seen that Firmenich published their first quarter results this morning. And on this call today, we have Gilbert Ghostine, CEO of Firmenich, Geraldine Matchett and Dimitri de Vreeze, Co-CEOs of DSM; and Jane Sinclair, Legal Counsel and Head of Legal and Compliance of Firmenich. We will give a short presentation by running you through the slides of the presentation to investors, which we also published this morning on the website I just mentioned. And with this introduction, basically, I give the floor to Geraldine. And after we have done the introductions, we basically do a short Q&A session. This call will last exactly an hour. Geraldine, please go ahead.

Thank you, Dave, and welcome from me as well on this call, really appreciate that you joined us, particularly at short notice. Now today is actually an exciting day because the Dutch authorities have given us approval to publish the offering circular for our merger. So this is a big milestone and an exciting day for us. Now before we go into what is in all of the documents that we have published today, let me just, of course, say which merger are we talking about here? We are we talking about bringing the DSM and Firmenich companies together. So Firmenich's great businesses in perfumery, ingredients and taste and DSM's businesses in health and nutrition. Now before we go into the fine print, let me just remind you a little bit about what this merger is all about. And basically, we will be creating here the leading creation and innovation partner in nutrition, beauty and well-being. Now what does that mean? Well, let me run through a few main points. Now looking first at the figures in the bottom right-hand corner, if you take DSM, excluding materials, combined with Firmenich, we're looking here at a NewCo with turnover with -- of EUR 11.4 billion, sorry, and an EBITDA of EUR 2.2 billion. So a sizable and a very large player in space. It will be a company with very strong firepower when it comes to R&D, and this combination will be driving a lot of value creation, and we'll come back in a moment on the synergy part of all of this. Now importantly, this NewCo is going to have 4 very strong legs, and you see that in the pie chart here on the right-hand side. So for instance, the perfumery and beauty business will be expanded with the DSM personal care and aroma activities. And obviously, here, we'll be bringing together our Food & Beverage businesses with Taste & Beyond coming from the Firmenich side, really becoming a global player and partner to the Food & Beverage industry, bringing amazing capabilities not only in taste, but also in nutrition and functionality. So a very, very strong offering. And we have 2 very strong businesses in our Animal Nutrition & Health business and our Health Nutrition & Care that you're familiar with from the DSM side with also some synergy benefits there. Now these businesses are actually all underpinned by our combined very long and strong history in science and innovation, not only the science but also an existing impressive portfolio when it comes to naturals and renewable ingredients. And thanks to that, we are basically an amazing partner to our customers, both in terms of creation and innovation and that will be even more so bringing the 2 companies together. Now needless to say, none of that happens without great people and great talent. They are the ones who will make this NewCo come to life. And what is amazing, and we've done quite a bit of work on this, is that we have a very similar culture grounded in a purpose-led and desire to have a positive impact as well as doing good. Now what makes us very excited as leaders is that by bringing these companies together, we're actually creating a company which will give even better career development and learning opportunities for everyone, making basically this DSM-Firmenich company not only the best company to work with, but the best company to work for. So a lot of excitement for us in putting this together. Now let's look a little bit at what we have published today. And here, please bear with us. So you probably haven't had a chance to read through from top to bottom yet, the 400 pages of the offering circular. Sorry about the size of the document, but that is driven by the regulatory rules of all the things that have to be disclosed. Now the offering circular is actually made up of 2 pieces. It's made up of a prospectus, which is really linked to us being able to have the DSM-Firmenich shares admitted to trade on the Amsterdam Euronext. So that's the prospectus. And then there's the offering memorandum and the offering memorandum is all about really exchanging the DSM shares for DSM-Firmenich shares. Now within this lengthy document, you have all of the sections that you would expect to have, which include, of course, all of the usual risk factor analysis, a description of the businesses, you have some financials, and I'll come back on that, but basically 3 years of historical financials for both companies and the pro forma illustrative set of financials for 2021 and the first half of 2022. So that is in there. As well as, of course, a lot of information on all of the governance setups that are in place for the NewCo. So a lot of information in there. Now today was also published what is called a position statement that is issued by the DSM Boards, very much putting on paper why we highly recommend that the shareholders support this transaction and actually tender their shares. So that is a bit more digestible size of documents, about 50 pages, really laying out why this is such a great opportunity. Now we've also issued today a convocation to an EGM. So it's basically an extraordinary general meeting. Mark the date, it's on the 23rd of January, we'll come back on time lines in a second, but that will be the date when the shareholders of DSM approved the transaction and all related items linked to the transaction. So an important date. Now admittedly, this is a lot of information. Please read it carefully, of course, as this is all important and underpins the transaction. Now indeed, looking at the slide that's just popped up, let me just cover 3 areas just to recap a bit. One is actually the deal structure. Now this is very much a deal in 2 pieces. The first piece, which I've already referred to is the exchange offer itself. So exchanging the DSM shares for DSM-Firmenich shares. Now this exchange will be on a one-by-one basis and needs to take place within what is called the acceptance period. Now the acceptance period starts tomorrow on the 23rd November and ends on the 31st January. Now if during this period, there is a sufficient number of shares that have been tendered then we will be in a position to declare the offer unconditional. The tender will be effectuated and the DSM-Firmenich share will be able to start trading on the Amsterdam Stock Exchange. Now should there be any of the conditions not be fulfilled within that acceptance periods and the initial close date being January 31, then it can be extended by a minimum of 2 weeks and a maximum of 10 weeks. So good to know that there's potentially a bit of flex in the timeline. So that is, if you want, the exchange offer. Now of course, there is the second part of the transaction, and that is the contribution of Firmenich into DSM-Firmenich, and that will happen a few -- 2 to 3 weeks after the closure of the tender part and that will result in effectively the split here that you see here of the Firmenich shares will be contributed in exchange for 34.5% of the combined company and EUR 3.5 billion in cash. So that is the kind of high-over structure of the transaction, and Dimitri will run you through the time line in one-go a little bit later. Now a couple of words on governance maybe. So if you remember, this is basically a new company, and the governance structure will be a 2-tier management structure with a Board of Directors and an Executive Committee. Now the Executive Committee, we announced already in June when we were together at the Capital Markets Day in Paris. It is an executive team that I'll show in a minute, but we have 10 members, 5 members coming from Firmenich, 5 members coming from DSM very much reflecting the merger of equals that is going on here as a transaction. And nice to also point out that it is 5 women and 5 men. So a very balanced executive committee going forward. Now the Board of Directors that you see here will be made up of 12 members. These are 12 nonexecutives. And what you see here is that there will be effectively 9 members that are independent and 3 members that are Firmenich-nominated Directors. In terms of gender, it will be -- there's a new member that will be appointed, an independent member, which will bring the balance of 4 women in the Board of Directors overall. Maybe worth pointing out, it was mentioned before, but the Chairman of the Board of Directors will be Thomas Leysen, the current Chairman of DSM; and the Vice Chairman will be Patrick Firmenich, the current Chair of Firmenich. And last but not least, the external auditors will be KPMG. Now to the Executive Committee, just a quick reminder of who is on the Executive Committee on the next slide, which hopefully -- there we go -- so all faces that you have actually had a chance -- most of them, I think we had 1 missing. In Paris, you had a chance to hear, see, exchange and meets during our Capital Markets Day. Now let me finish off on this kind of whistle-stop tour of the key features of the OC with some financials. So here, as I said, in the offering circular, there is quite a bit of financial information, and it comes, I would say, in 2 pieces. One, it is under the rules of these offering circulars. We provide 3 years of historical data for DSM and for Firmenich. Now I just want to be a little bit specific here. And the basis of preparation for the DSM financials is basically the annual statements of 2019, 2020 and 2021 because we have a December year-end, and we had the half year to June 2022. And importantly, our accounts, remember, are based on European IFRS standards. Now the Firmenich financials. The basis of preparation are the annual statement of Firmenich, but actually to the June 30 date, so it's their 2020, 2021 and 2022 annual statements. And here, it may sound like a nuance, but the basis of preparation is IFRS international accounting standards and Swiss laws. So there are a few differences in basis of preparation. Now also in the offering circular, we have done an exercise of trying to put together pro forma financials. Now what are pro forma financials, given that we are 2 independent companies? Well, it's aggregating and making some adjustments to the set of figures to give you an idea of what the combined financials could look like. This was done for the annual year -- calendar year 2021 and half year June -- January to June 2022. Now it's important that this is illustrative and it is unaudited for all the reasons that there isn't enough insight to do all of the adjustments. There are a few things which are adjusted. So for example, it assumes that our materials businesses are divested and the proceeds received. It assumes from the start of the period that Firmenich has been contributed and the consideration paid. There are some reclassifications to try and make things broadly comparable, and it also takes the transaction on the basis of IFRS accounting, which basically means that there is a PPA, purchase price allocation, sorry for the acronym, exercise of carving out the valuation, and that is reflective of the requirements of the offering circular and of IFRS. So -- but it gives you at least a snapshot of what these numbers can look like. And importantly, in the Capital Markets Day, you can also refer back to all of the information and KPIs that were provided that basically demonstrate the quality of the 2 businesses that we are putting together. Now these are the big highlights here. And talking about quality businesses, it's now my pleasure to hand over to you, Gilbert, to talk about your trading update.

Thank you very much, Geraldine. Good morning, good afternoon and good evening for everyone joining us on this call. As you heard Geraldine mentioning, the 20 -- 127 years of Firmenich legacy of leading with excellence. And Geraldine also mentioned about our fiscal year. As you know, our fiscal year starts on the 1 July, finishes at the 30 June. And what you could see on top of this slide is the results of our fiscal '22 that finished end of June 2022. So here, you see that we had a record year of over CHF 0.47 billion (sic) [ CHF 4.7 billion ] and we had a double-digit top and bottom line growth. Our business is well entrenched. We service all our global, regional, local and start-up customers all over the world in over 100 countries, and we have figured out a business model to enable us to win with the winners, and we proved that our business model was quite agile in the volatile market environment in which we are operating. Our Perfumery & Ingredients business is the most vertically integrated business in the industry. And we are the global leader in Prestige Fine Fragrance, and we have been creating for all our leading customers all over the world for over 60 years ago. And where we are also well positioned in perfumer and ingredients is in the way we have this business turned for the future and creating for our customers with a pilot of ingredients that is one of the broadest and the widest in our industry. When we look at our Taste & Beyond business, also, it's a Taste & Beyond business of almost CHF 1.6 billion. That is also capitalizing on our strength in research and innovation and in a business that is turned into leading the consumer diet transformation opportunity. Can we move to the next slide, please? And I feel this slide is also important because on this slide, you could see how the capabilities that we have built over the years position us in a way to keep capitalizing on these opportunities and winning bigger into the future. We have managed throughout the pandemic to maintain a very high service level for our strategic customers all over the world, with a quality index of 99.9%, which is critical for our customers and with the OTIF level that was above 90%. We have 47 manufacturing facilities all over the world that gives us the depth and the proximity with our customers and to be able to serve them with a nimbleness that they require. Where, as a company, also we lead is mainly on science. So as you know, our company received back a Noble price in 1939, and we pride ourselves being a science company, and this is part of who we are and what we stand for. And we have 4,000 live patents. And we stand out because we were also recognized by LexisNexis last year as being one of the top 100 innovative companies in the world, which puts us in a pool with the Apple, Microsoft and Google of this world, and we were the only company in our industry to feature in this top 100 innovative companies. We also have a business that is turned for the future. Talking about naturals and naturality, we have a pallet of over 480 botanical varieties and we have proprietary natural ingredients that are extremely relevant and brings the differentiation to our customers' brands, and at the same time, through our natural leadership, we have in-depth relationships with 250,000 farmers all over the world where we have built an ecosystem that is called Naturals Together, where we work in a very special relationship with these strategic farmers. Talking about also a company that is future-proofed and turn to the future. We led our industry, and we were the pioneer in our industry in digitalization, be it through the artificial intelligence, a lab that we have set up at EPFL back in 2018 or also with the platforms like Scentmate that we have also launched last year that is an artificially intelligence powered platform to be able to service independent customers in Europe in a very agile and fast way, and this is also a platform that we are rolling over now into the U.S. and into India and China. Talking about ESG credentials. And here also, we are extremely proud that we are the company that proved that commercial success, profitability and sustainability are compatible. And you have seen these credentials before. Two only that I want to highlight here. Obviously, our Sustainalytics ESG risk score of 7.5, which puts us in the top 37 companies out of the 15,000 companies in the world that are assessed by Sustainalytics. And at the same time, CDP, we are one of only 2 companies in the world that received a AAA from CDP 4 years in a row and the second company to Firmenich is L'Oreal. Now turning more into the reality of the business today. As you know, with the business model that we have, we are the enablers of our customers' organic growth. Even in a complex market environment, this is a company that has proved its resiliency, and we are a defensive industry and a very resilient industry. Our customers need us. They need us to reengineer their brands, in case they need to take cost out or at the same time, if they want to drive harder their innovation pipeline to be able to deliver against the new consumer insights and consumers' expectations. And with the relationship we have with our strategic customers, we are working -- can we move to the next slide, please? Thank you. And with the relationship that we have with our strategic customers, we are working hand-in-hand with them to be able to help them drive stronger their organic growth through reengineering their portfolio and coming with the new innovation initiatives fast to the market. We have proved that we have prioritized customer service. Our customers have relied on us throughout the pandemic and throughout the geopolitical challenges, and we are also focused on profitability. We have maintained a very rigid and rigorous cost discipline, and we have worked hand-in-hand with our customers to increase our prices to make sure that we recoup most of the impact of the raw material price increases that we have received. Can we move to the next slide, please? Here, just a quick refresher about last calendar year performance compared with our key competitor. Here, you could see on the left hand of the slide, so we've almost grown at double-digit top line here, I'm talking organic at constant currency at 9.6% compared with our key and biggest competitor that grew at 7.1%. And when you look at the right hand of the slide, you could see against the same metrics, we kept improving our top line organic growth over the last 9 months of this calendar year, so the period of January to September 2022, we grew at 10.2%, so double -- strong double-digit top line growth, while our key competitor growth was only 6.1%, a gap of 400 basis points. Can we move to the next slide, please? Here, you could see the Q1 fiscal '23 results that we have announced this morning. We've announced this morning our results for the period of July to September 2023. In terms of organic growth, we grew by 10.7% organic growth, mainly driven by a combination of price and volume, partially offset by foreign exchange. So I'll give you more data on this one. So 7% of volume and mix and 5% of pricing, partially offset by 280 basis points of foreign exchange headwinds. And on a reported basis, here, we're talking about 8.8% of top line growth. Looking into EBITDA, an EBITDA of -- adjusted EBITDA of CHF 237 million or 19% EBITDA margin despite the adverse foreign exchange impact of 200 basis points of margin. So that's mainly what I wanted to share with you. I will turn it over now to Dimitri. Thank you.

Thank you, Gilbert, for that update. And then that brings us to a bit of the process and the key steps in bringing the merger to life. And on this slide, you see 4 key data -- 4 key events today. After the AFM approval, we have offered the circular this morning. That will be the start of the official acceptance period of tomorrow, and that will be on the 23rd when we wake up at 9:00 CET time. On Monday, the 23rd next year, we will have our EGM with the merger as its agenda point, and we then have the acceptance closing date, and I'm also rehearsing the acceptance closing date here in terms of wording, on Tuesday, the 31 January. And if we then go to the next slide, if we then take that from the acceptance closing date on the 31st January, a few key elements will come into play. You will see it here. You have it in the presentation itself. I will highlight 2 other key dates here. Wednesday, 1st February, after the acceptance closing day, then the Firmenich shares will be transferred to the fiduciary agent, we will list as the first trading update of DSM-Firmenich at the shares at the Euronext in Amsterdam. And then if we do all the technicalities and you see that a bit in the slide, then the Firmenich contribution date and the start of the company as such will be Thursday, 23rd February 2023. What did we do in preparation of all this process? If we go to the next slide, we are already in full swing. We're in full swing with key priorities moving forward. And 4 key priorities, I think you know them more or less by now. So we are in preparation mode. Emmanuel Butstraen has been announced as Chief Integration Officer. And with the teams, we are fully on preparation. This obviously is within the context of what we can do legally with high involvement of our legal teams to make sure that we make progress within the requirements. But it's in full swing, and I have to say it's impressive to be part of that. The first priority is to be ready on day 1. On day 1, we need to ensure business continuity. Our customers basically are key. So we need to make sure that the merger itself is not disrupting this process and that we still have this fantastic offering as customers want from us. That's the day 1 business continuity priority. Then in parallel, we are shaping the new company moving forward. And that has to do with creating an operating model as well as starting with the behaviors and values in developing the culture. Let me start with the operating model first. The operating model is using the best of both companies. Our clear guideline is that we are stronger together and that we want to build on where our 2 companies are strong and merge that in an operating model where we go and can go for excellence. That operating model, obviously, doesn't really make sense if you don't have the right people. And I think we are very, very capable and passionate people, and we have started the values and behaviors, which we'd like to see in the DSM-Firmenich combination. It is, as you wish, the soul of the company. Then we all do this to create value, create value in terms of top line growth because that's why we do this merger, to create a growth company, a growth company moving forward with all its capabilities and that is being reflected in the revenue synergy; we'll come back to that in a minute. And we are preparing for the events that the moment that we have the closing, we can reach out to our key customers with our proposition, our joint proposition, our stronger proposition. We're also preparing for the key supplier meeting. So on day 1, we'll reach out to our key suppliers, and we prepare that we are jointly successful in creating this fantastic company, DSM-Firmenich. And obviously, we will have our plan ready on day 1 to capitalize on some of the efficiencies in our G&A optimization. So all in all, quite impressive progress, and we are in full preparation mode. We then go to the next slide. A bit of background on how we materialize the synergy savings. You all know the EUR 350 million number of EBITDA savings based on 3 key priorities. First of all, the top line synergies, then the cost synergies linked to sourcing and then the cost synergies linked to G&A. Let me start with the top line. These synergies will predominantly have an approach where we look at 4 businesses within DSM-Firmenich. Gilbert alluded to in the beginning. We have 4 business units where predominantly the Food & Bev and Taste & Beyond will generate our synergies. So therefore, we also derisk the approach. We will have 4 businesses, of which 3 basically will have their own top line growth, obviously, with some synergy, and you see that in the revenue synergy breakdown, but the majority of the synergies will be reached in Food & Beverage and Taste & Beyond. This combination will be highly synergistic on the top line, because we create health, we create nutrition, but we also create taste -- delicious food, Taste & Beyond. A bit on the cost synergies. Like I said, we're preparing for the key supplier meeting, and we will have the plan ready on the G&A that is running according to plan. The EBITDA run rate will have a run rate, which will have an impact of the cost synergies by the end of year 3 and the top line synergies with preparation by year 4. We expect implementation costs to be EUR 250 million, of which 50% in the first 2 years -- 50%, 50-50, so in the first 2 years, or first year 50%, second year, 50%. So overall, with the preparation ongoing, I can tell that we are even more confident that the synergy targets, as we've presented at the end of May, are absolutely realistic. Having merged the company, how does the financial profile look like? And if you go to the next slide, we would like to say a few things about our mid-term financial objectives. So the mid-term financial objectives on the top line is that we basically see a mid-single-digit percentage growth moving to the 5% to 7% range, and this will be supported by the revenue synergies, but also by the innovation our both companies have running. From an EBITDA perspective, we clearly see our EBITDA margin moving to 22 to 23 range, yet again supported by the synergies and by the innovations and the quality of the portfolio of both companies together. This will drive the financial policy with a balance sheet where the net debt over adjusted EBITDA ratio well between 1.5 and 2.5, and we are committed to a strong investment-grade credit rating. Dividends remain an important part for us. And you can see here that the average dividend payout is scheduled to be between 40% and 60%. My last slide, but an important slide. We will continue to be a purpose-led committed company to create positive, measurable impact for people, climate and nature, that's in the heart and soul of both the companies of DSM and Firmenich and will be the heart and soul of the combination. Sustainability is a core value, and it's strongly embedded across the organization strategies. We are committed, and we will generate a fantastic company, which is creating a positive impact, not only because of strategy, but also the people working at that company. And with that, I think it's time to hand over back to you, Dave.

Yes. Thank you, Dimitri. Let's indeed quickly move now to the Q&A session with the analysts. And as a remembrance the sell-side analysts who want to ask questions have to register via audio conference link, which they can find on the website. And I think that we already have a few people in the waiting room of that conference. So operator, let me give you the floor, and let's get it started.

[Operator Instructions] The first question is from Martin Roediger with Kepler Cheuvreux.

Three questions. Firstly, in the offering circular, you're right, the percentage of acceptance level will be automatically adjusted from 95% to 80% of DSM shares if the transaction resolutions have been adopted. What are these transaction resolutions? Is it related to the outcome of the extraordinary shareholder meeting? Secondly, I saw in the prospectus, the creation of EUR 5 billion additional goodwill and EUR 5.6 billion additional other intangible assets. What is your best guess on annual PPA-related amortization charges created by the merger, is that more towards EUR 400 million or close to EUR 500 million? And thirdly, about employees, and this question is more for Gilbert. Do you see employees leaving Firmenich and moving to your competitors because they are in fear of the merger?

Martin, and thank you very much for joining the call. Let me maybe handle the first 2, and then I'll hand over to Gilbert. So indeed what we're referring to here in the sentence that you read, and I know there's a lot of linguistic -- legalistic language in there. But effectively, at the EGM, there will be an approval required from the shareholders for not only the transaction, but all of the different steps related to the transaction. Within that bundle of approvals, there is this automatic lowering from 95 to 80 and going into a back-end prewired structure, which is quite customary, actually. So that is exactly what is referred to here. So that is the subject to -- dot, dot, dot, subject to approval in the EGM. And by the way, in giving all answers on the legalistic things, I'll be looking to my colleague, Jane and Dave, if they put their hand up to add a comment, then I will hand over. The second question, which is very much what I kind of referred to a little bit earlier in presenting the offering circular financials. As I said, when we present the merger, we kind of look at it as a merger. In the case of IFRS and the circular -- offering circular, we have to treat it under IFRS 3 as an acquisition. There's no choice. It's the rules of accounting. And therefore, you indeed have a PPA exercise, purchase price allocation. Now this is really illustrative at this point. There isn't enough insights into each other's details. For instance, for example, one of the things you carve out of goodwill is customer relationships. Now if there's something that is definitely confidential is customer relationship details right now. So we are unable to go into all of the fun. So here, you see what is an estimate of what that could be. But please remember, of course, this amortization of acquired intangible is very much a noncash item. So we will, a, bring that all together as we go closer to day 1 and we start publishing joint numbers, but this gives you a ballpark figure, which is somewhere around EUR 400 million, EUR 500 million with all the disclaimers coming with the basis of preparation at this stage. And this is, by the way, not uncommon, you will find exactly the same dynamics in similar transactions. And thirdly, Gilbert, employees.

Thank you, Geraldine. And Martin, thank you for asking this question. Look, the short answer is no, we are not losing key individuals and key talent to the competition. One key element that I want to highlight here is how complementary the 2 companies are. So if you look at the 4 divisions that you have here on the screen, in the Perfumery & Beauty, there is no overlap. Health, Nutrition & Care, there is no overlap. Animal Nutrition & Health, there is no overlap. Where there is overlap is mainly in the Food & Beverage and Taste & Beyond. And after we have done some work with Dimitri and Geraldine, we have even discovered that our offers here are quite complementary and make our consumer proposition even stronger. There will be definitely a duplication in the functions. And this is where, as a company, we are committed to have an open, fair and transparent process and make sure that we end up with the best talent for DSM-Firmenich and our colleagues on the DSM side and on the Firmenich side, understand this process and respect the process. Usually, you have anxiety, but this anxiety is manageable on both sides of DSM and Firmenich.

Our next question will come from Andrew Stott with UBS.

A couple of questions. One is on dividend policy. So I'll start there. I think Geraldine, you referred to the PPA situation, that's clear. But it's still not that clear on the dividend. So will you pay that pre the one-off adjustments in the accounting that we can see in the document or will it be post? Obviously, that's important clarification needed. And then the second thing is more a question for Gilbert. I wondered if you could update us on 2 things. So firstly, what was the actual EBITDA growth in Q3 for Firmenich? And secondly, you mentioned the 5% on pricing, so thank you for the split. But also you mentioned in the statement that you're doing more on pricing. So just wondering if you could give us an idea of what actually you could end up achieving in FY '23? And also update us on where we are with raw material inflation in general?

Okay. Yes, dividend policy. So very much the dividend policy that is mentioned since Paris. And by the way, we have to stay consistent is relating to the picture of the merger. Now when it comes to the final dividend policy, that will actually be, of course, a decision of the Board of Directors of NewCo, so we can only express a directional, which is it's going to be a payout ratio, which reflects the value creation of NewCo. Now how we handle the implications of accounting, which are noncash implications is something that we're going to have to work our way through on the dividend policy. But in essence, from a value creation distribution, it's in line with the 40% to 60% payout ratio. But I know that this kind of pro forma layout makes it a little bit confusing. So apologies about that. And then I think the rest of your questions were for Gilbert, so Gilbert over to you.

Thank you, Geraldine. Andrew, thank you for asking these 2 questions. So let me start with the EBITDA one. Just for the information of everyone, we have not reported Q1 last year because we don't report Q1 and Q3. What we usually report, we report twice a year. And when we report, we report the first half and the full year. But to be also fully transparent, you will see an erosion on our EBITDA margin in the first quarter, but if you compare it with our second half last year, which is the period of 1st January to 30th June, it's an improvement on the previous 6 months, which proves that the pricing that we are taking is starting to have an impact. So that's on your first question. The second question is on pricing. Yes, we have started the pricing journey. The good news for us is that while we are working hand-in-hand with our strategic partners to pass on the new price increases, this has not impacted our volume and mix business. The fact that we have a combination of 7% volume and mix and a 5% pricing proves that our strategic customers understand the journey that we are on. It's a journey that we have started. We will be taking more pricing as we go. At the same time, we have implemented last month an additional energy surcharge across the business that has started its impact as of the 1st October.

Our next question will come from Nicola Tang with Exane BNP Paribas.

So I think many people noticed this morning that you removed the comment around an initial 20% EBITDA at the outset for the pro forma business. And I think it's clear when you look at the run rate that we're below that. But I was wondering if you could discuss when you think we could get back to that 20% level? And does it change the time frame in which -- when you talk about the midterm being unchanged at 20 -- sorry, 22% to 23%, do you think this could be a more delayed midterm target? And then the second question, you both talked about the resiliency of your business exposures. I was wondering if you could talk a little bit more about how -- whether sort of macro downturns have impacted customer willingness to invest in innovation and sort of new ideas and whether you see this as a risk or maybe even as an opportunity for your sales synergy ambitions?

Okay. Thank you very much, Nicola. And I think Dimi, why don't I hand over to you?

Yes. Thanks for that question, indeed. So let me say a few things, which are consistent with what we said earlier in terms of EBITDA quality. What we have seen is that we have this technical mathematical effect. Remember that if you increase prices and you keep your EBITDA, there is a percentage, which is linked to mathematical effect, we said it was about 150 basis points. We also said that within DSM, we had a time lag difference between price and costs. And that basically, we see when inflation continues and it stabilizes that, that will ramp up. We also have seen that we have increased our prices. So the pricing momentum is there. So that time lag is there, and that's also about 1.5% in itself. So I think if you add that to your starting point, you're close to your initial percentage. And I think the quality of our portfolio shows that longer term -- midterm to longer term, there is still a very good quality of the portfolio we're looking for because the drivers for health for people and health for planet are very, very strong. Let me link that to your innovation question. I'm very happy that you asked that question. Remember during COVID, which was a completely different circumstance, we saw that some of our customers were a bit uncertain and reluctant to accelerate innovation. That is completely different. What we see today is that customers really require innovation to bring new perspectives to life, to bring new concepts into the market. We've seen that in the human space, certainly in Early Life Nutrition, but also in the Food & Beverage space. We've also seen that in the animal nutrition space, where sustainable farming is far more on the radar screen. So no, we don't see that slow down on innovation as we've seen it in COVID. We know that at the end of the day, the whole macro environment is very volatile, but we don't see it impacting the innovation momentum as we speak today.

And maybe, Gilbert, would you like to comment to innovation and customers?

Yes, of course, Geraldine. Yes, very happy to build on what Dimitri was saying. We see the same on the Firmenich side. We see our customers more excited to continue innovating and launching new brands and new consumer proposition, and we see this across the business, Fine Fragrance, everyone wants to win bigger this Christmas. Malls are open. People are traveling, people are in duty frees and people are not wearing masks because last year, yes, people traveled around Christmas and people were in malls, but everyone was wearing masks, so people could not smell Fine Fragrance. And that's why you see now plenty of launches of Fine Fragrance. Beauty care is also booming, and all our customers are innovating in beauty care, and we have a leading position in this space. And also, we see the same across sugar reduction. You know sugar is the public enemy #1, everyone is reducing sugar in their brands. In the first quarter of our fiscal year, the period of July to September, our sugar reduction grew again by 30%. And even our plant-based because our plant-based approach is very broad. Yes, we see some customers struggling, but our plant base grew by 50% on top of the 100% that we have grown last year. So our customers continue innovating. And as I already mentioned, Nicola, we are the enablers of our customers' organic growth even if it is on rethinking their formula and redesigning the brand or with coming with new ideas and new consumer propositions, and we have never had such a full pipeline of innovation with our strategic customers. So it's encouraging.

Thank you, Gilbert.

[Operator Instructions] Our next question will come from Chetan Udeshi with JPMorgan.

Maybe first question, just going back to the discussion around PPA. Geraldine, can you confirm that the accounting methodology in terms of adjusted EPS will be similar to what we have with DSM today, which is the PPA costs are not excluded from the adjusted EPS or will that change given here, we are talking about quite a big annual charge from PPA possibly? The second question was just going back to the midterm objectives, which were, of course, reiterated. I'm curious why have you guys not decided to put a timeline to what is midterm? Because given all of the commentary around the resiliency of the business, the visibility, et cetera, I think one would have thought there should be -- or there should have been a proper timeline to the medium term, in general? And the third question -- and of course, I haven't had time to look through the entire document yet, but I think you guys had a very good and helpful section on the risks and one of the risk that caught my eye was the mention of the markets being very competitive, in general, and I think there was a specific mention about competition in particularly -- sorry, competition is particularly intense due to entry of new market participants in emerging markets. Now I'm trying to understand how much of this is just a legal sort of requirement versus what you might have seen in the recent time in terms of competitive landscape, which might be resulting in that risk being mentioned?

Okay. Thank you very much for your questions. Let me take the first 2, and then I'll hand over to Gilbert and Dimitri on maybe some reflections on risk. Highlighting though upfront that there's a lot of legal kind of exhaustiveness of the list of risks that are put out there. But maybe first from an adjusted EPS, your line actually crackled at the point where you said will include dot, dot, dot, can you please just repeat the adjusted EPS will include...

So today, DSM do not exclude the PPA costs from the adjusted EPS...

Yes. Okay, the amortization. Yes. Okay. So indeed, that is exactly the kind of things that are need to be worked through going forward. So what we're seeing is, of course, this is a very different construct as a company. And therefore, our key KPIs need to be aligned with what will make sense to basically get to as close as possible to what the value creation is. And of course, if you think about net income, there's the closer you are to sort of more the cash position, net income than the accounting one when there's such big noncash items coming through, we need to figure out. So the exact definition of adjusted EPS is not yet finally anchored, but this is exactly what we're looking into is how to provide that clarity and that will definitely come once we have a clear go-live on the transaction. And post February 23, so I'm trying to remember the right date, we will come out with not only an outlook for 2023, but also the baseline effectively for NewCo going forward. So it's very much on the radar. I don't want to give a conclusive yes or no because that is something to be finally defined and in whole alignment with auditors and that type of thing. But some way somehow we need to get to that type of measure. And the midterm, now, of course, there's not a ton of visibility in the world right now, which is why defining midterm is always a bit of a challenge. Now a very common definition of midterm is 4 to 5 years. Now we need to kind of say what we're going to see going forward. Unfortunately, we don't have a crystal ball either. But when it comes to midterm, these are the kind of timeframes that we're thinking of, not only because it has the sort of integration period embedded in that, but also because of this whole inflationary environment and macro uncertainty that we're living in. So that's broadly how to think about midterm. And then maybe to the particular risk that was pointed out, I don't know whether Dimitri or Gilbert want to comment for it? Dimi, I see you unmute, you go first.

Yes, I was unmuted to say maybe be Gilbert first, but now I'm first, I'll go.

I'll follow you, Dimi, on this one.

I think it's clear. I mean, if we would not have mentioned a risk of competition, you would not have taking our analysis seriously. So that's what our lawyers said, and therefore, while we put it in, but it's also partly true because it's also no fun to do a business if there's no competition. But apart from that, let me put that in context. So we do, as DSM, we obviously have ingredients where there is some of the ingredients which are linked more to supply and demand dynamics. However, our strategy has been and will be, is to dilute that part of our portfolio. And I think we have done that over the last 10, 15 years on a continuously basis. And with the DSM-Firmenich company in itself, I think we go for competition with a different angle. I think where we differentiate ourselves is that we not look at what competition is doing. Now we look at our own capability. We stay very close to the customer, and I think Gilbert already alluded to it, we basically are the engine for the organic growth of our customers, and we ask what they need and they ask us what we can deliver. In terms, it's called a brief. Could you help us in creating a concept, innovate and help us to differentiate ourselves. Obviously, there is competition in offering what you have. But it's not that you offer -- you look at the competition and then you do something slightly better. It's a completely different concept. The dynamic is different. This is really value proposition with science, sustainability at its core. And therefore, I think you need to review the comment from these 2 angles. And Gilbert, maybe you would like to add on it?

Thank you, Dimitri. Look, it's a very good question, Chetan. Obviously, as Geraldine and Dimitri has said, legally, we have to mention this, and we always encourage having good competition. The one element that you have to take into consideration is what do we bring for our customers? We bring for our customers science and technology solutions and mainly proprietary science, proprietary technology solutions and creativity that makes their brand stronger and help them to delight their consumers every single day. In emerging markets, we are well entrenched as Firmenich. Our business is almost split evenly between developed markets and developing markets. China and India are critical markets for us, and in these markets, we continue winning. In the last quarter, we grew our business in China and in India at double-digit organically. But we welcome the competition and competition is always good for our business and our industry.

Thanks, Gilbert. Yes, that brings us to the end. We're almost at the full hour. So thank you for joining us today. And if you have any further questions, please reach out to the IR teams, we will be very happy to help you. And with that, I give it back to the operator.

Thank you, ladies and gentlemen. This concludes today's event. You may now disconnect.