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

Good morning, and thank you for joining today's call on such a short notice. I'm sitting here with Dimitri de Vreeze, our CEO; and Ralf Schmeitz, our CFO. This morning, we published the press release with the announcement of the divestment of Animal Nutrition & Health to CVC Partners. You can find this press release on our website. You can also find our disclaimers about forward-looking statements. Following Dimitri's and Ralf's opening comments, we will open the line for questions. We've scheduled this call for half an hour. Importantly, and as a reminder, sell-side analysts who want to ask questions will need to register via the questionnaire's link, which they can find on our website in the financial calendar. And with that, we're ready to go, Dimitri.

Yes. Thank you, Rolf. And indeed, welcome on this short notice. You've seen -- I am wearing special tie for you for, I think, an important milestone in the journey of DSM-Firmenich. If we go to the next slide, I want to give you a little bit of background on the transaction we've done. I will use the word smart transaction that enables us to create fully focused Nutrition, Health and Beauty consumer company for DSM-Firmenich with the exit from ANH. And that includes the Aroma Ingredients, which were in the Perfumery & Beauty before. . The deal transaction represents a fair value of EUR 2.2 billion, with proceeds at closing of EUR 1.2 billion with a 20% retained stake in the company with an earnout possibility of EUR 0.5 billion. Alongside that deal, we secured a long-term vitamin supply agreement for these DSM-Firmenich at favorable conditions. So it also helps our human part of the focused consumer company. And ANH will be split in 2 stand-alone entities, one around the Solutions Company and one around the essential products, predominantly the vitamins. The target of completion is around the end of 2026. Now if we then go to the next slide, a few elements on valuation. If you take the EUR 2.2 billion, this is around 7x EV over adjusted EBITDA multiple. And if you take into account the earlier announced Feed Enzyme sale last year, it is a EUR 3.7 billion, and that remains to have a 10x multiple. Capital allocation. Important to know that we have discussed our dividend. We will not reset the dividend. It will be EUR 250 million as we proposed and the EUR 250 million remains the stable dividend for the DSM-Firmenich, a core part, so the consumer part of the company after the ANH divestment will come to a close towards the end of the year. At the same time, we will start a share buyback for EUR 500 million, EUR 0.5 billion, in addition to the EUR 1 billion in 2025. Let's go to the next slide, which you have seen many, many times. That is our journey. We've done the merge, delivered on the integration. We've announced a focused company on the consumer part with separating Animal Nutrition & Health that we announced today. We have prioritized our portfolio, and we're now ready as DSM-Firmenich as a consumer-focused company for what we call the accelerate phase. What can you expect from us in the coming period? So we go to the next slide. Today, we will -- somewhere midday, we will launch the restated financials so that you can follow the DSM-Firmenich consumer part of our business with ANH being divested. We will have, on February 12, our full year results. So hopefully, we'll see you back on Thursday, where we focus on 2025. And then you are all invited for our investor event, where we look forward for our next phase, our accelerate phase of the DSM-Firmenich consumer company on March 12, 2026 in London. And with that, for a little bit more color on the financials, handing over to Ralf.

Yes. Thanks, and good morning, everyone, also from my side and happy to be with you this morning discussing the closure of the transaction. On the next page, please, a couple of details. I'm sure there will be a few questions around the EV to equity bridge, and we've captured everything in the press release that went out this morning, but let me address a couple of highlights. So overall, we expect proceeds at closing of around EUR 1.2 billion, starting from an enterprise value of EUR 2.2 billion as Dimitri quoted this morning. Now if we deduct the earnout and the net debt in the EV to equity bridge that takes you just to below EUR 1 billion, which is then translated. We're selling 80%. We're retaining 20% to benefit from the upside of both companies. So that translates into a EUR 0.6 billion net cash proceeds, and of the net debt deducted also in the EV to equity bridge will get a large part back at closing through the transfer of debt that is currently in the Animal Nutrition & Health entities as well as the transfer of the pension and employee liabilities, which will create headroom space for DSM families going forward. In addition, we're providing a bridge funding to the solutions company to set it up. It's a wide structure of entities and that requires some setup at the beginning, and we'll be funding that and that will be redeemed shortly after closing. So all in all, adding up to the EUR 1.2 billion at closing. Now in the press release, there's also a few additional elements introduced. So there is also a backup financing support to the Essential Products Company, the Vitamin Company, where DSM-Firmenich will provide a loan facility up to EUR 450 million. Now that is subject to certain liquidity thresholds in the company. So it's a result when needed, then DSM-Firmenich will provide that, and there's an additional liquidity package available that is provided by both shareholders, so DSM-Firmenich and CVC Capital to the Vitamin Company. Then on the next page, what does that -- what else? So we will be showing you today the impact on the group. Obviously, the teams have been processing all the insights of the transaction over the last couple of days. We'll be launching that shortly after this call, where we will be restating the DSM-Firmenich financials. We will split it in continuing and discontinuing operations, and to facilitate you, we're not only separating the Animal Nutrition & Health transaction, but we're also backward adjusting the numbers for the tune activities that Dimitri highlighted earlier that we've concluded as well, where we adjust for the [indiscernible], the marine lipid transactions and the like, to really show the numbers on a like-for-like basis and show you also the company that we've been created with all these tuning and the sale of Animal Nutrition & Health. As said, they will be launched throughout the day, and Dave and the team is happy to answer any questions around that. Now the transaction resulted in a noncash impairment of around EUR 1.9 billion. Now that's before tax, and at the same time, it excludes a sizable translation gain, a few hundred millions, but that's something we can only recognize at closing of the transaction, which is expected by the end of the year and obviously excludes the book result that we actually reported on the sale of the Feed Enzymes business to Novonesis. Now the net of that represents more or less the goodwill and intangibles allocated with the merger. And again, it's a noncash impairment that we will be processing in our 2025 full year results. In terms of capital allocation, we are leveraging the balance sheet today whilst we expect proceeds only at the end of the year. We're starting a share buyback following the result of our full year results. So that will start in Q1 2026 and will be completed throughout the months thereafter. The dividend is maintained. It's stable to preferably rising. We're changing the policy. We were coming from a distribution of 40% to 60% of our earnings, but also reflecting the confidence in our cash generation and earnings potential of the company that we've created. We are maintaining the dividend of EUR 250 million going forward also for the new company. Now with that, I can talk on a bit more, but let's open the floor for Q&A, Dave, and see what questions are out there and happy to take them.

Yes. That's a good plan. As I already said at the beginning of this call, that the sell-side analysts who want to ask questions in the Q&A session should have registered via questionnaire's link, which you can find on the website in the financial calendar. And with that, basically, I suggest we start, operator.

[Operator Instructions] Our first question comes from Nicola Tang at BNP Paribas.

Two questions. I was wondering if you could share any more details in terms of the conditions of the earnout? And secondly, could you give any color as to the rationale to have the 2 stand-alone companies, Solutions and Essentials? And does it mean in terms of exiting that remaining 20% stake in the future, those may end up being 2 separate transactions at different times. And maybe to add on to that, I'm not sure if you would give any color here, but any color on the valuation of those 2 companies within the total EUR 2.2 billion of EV? .

No, happy to take them, and thanks for joining this morning. So with respect to the earnout, so the earnout split in 2. So we have an earnout on the overall transaction and an earnout on the exit of the vitamin unit. It's obviously linked to the future performance of those businesses as customary in a transaction like these. But it allows us to benefit from the upside that we see in both of the business, and will be realized. Now I think all your 3 questions are linked in one. Now we haven't agreed on a split in terms of valuation for the group. We have been transacting as one but it's clear that both companies are on a different path where solutions is very well placed as the leader in the market that can continue to grow and accelerate the growth, whilst at the same time, the essential company is navigating through the current environment and by splitting them following also the dynamics that unfolded throughout this process with a fairly volatile vitamin environment, you are better suited by basically splitting the 2 companies where, on the one hand, you can accelerate the growth of the solutions company whilst at the same time, optimizing the essential product company. And for that, the separation is something that we will be organizing that, and I think that both companies are set to perform well in the future. .

Maybe just to add on that, Nicola, I think you know that within ANH, we already report internally according to these 2 segments, which are called Essential Co and Solution Co. So in terms of mindset, in terms of business model, it's a very natural evolution of it. And I think with the signing of the deal, we even make that more formal than what we have internally done. So I think that's the background. Was there a question on the earnout.

I think there was one question to complete, Nicola, in terms of could both exits be at a separate time? The answer is yes. So we will be formalizing and separating the companies fully and there's no linking on exiting in combination. So both companies will be making their own choice and their own path around that.

Operator, next question please.

Our next question comes from Alexander Sloane with Barclays.

The first one, just in terms of the dividend, obviously, unchanged at EUR 2.5 million to start with. Could you give us an indication of where you would see the initial earnings cover on that dividend? And maybe how long it would take to get back to the midpoint coverage of 50%? And then the second one, just in terms of the buyback, could you maybe give a bit more color on why you've only gone for a EUR 0.5 billion buyback? Obviously, you did slightly higher after the divestments of the Feed Enzymes Alliance and Novonesis.

Shall I take dividend and you do buyback. Around the dividend and thanks, Alex, for the questions. So I think it clearly represents the confidence that we have in terms of growing into the dividend. As you know, we've been at an elevated level for the last 2 to 3 years, also knowing that a dividend is an important anchor stone in our capital allocation policy. Now we will be slightly above the guidance. Our initial guidance was 40% to 60%. We will be somewhat above for the full year, but in a relatively short period of time, we should be back within that range and comfortably within that range without giving you a specific guidance on the net income for the next 2 years, but I think it radiates the confidence that we have to be within that range. But to avoid a conversation every analyst call on saying, how do you look at dividend and the like, Dimitri and myself recommended to the Board that we also changed the policy, and they were fully behind that, that we have a stable to preferably rising policy going forward. .

Yes, let's couple that with the share buyback. And obviously, this -- I think message on dividend is showing the confidence we see in the cash flow generation of the company, the consumer company that we've built. Secondly, to the share buyback, I mean, remember, we just executed the EUR 1 billion. We had the EUR 500 million to it, although the closing is still only until the end of the year. So we are leveraging our balance sheet, and it also shows confidence on the cash flow generation as such. So I do think that the EUR 500 million is mirroring that and that's also where Ralf and I really stand for. So overall, I think we've always said that we will leverage the balance sheet. You know our capital allocation priorities, first of all, grow our business. Well, we're going to have our 2025 full year results in Thursday, and I hope that you also see the 12th March to look forward to where the growth will be for DSM-Firmenich. And secondly, we've always said that dividend is important for us and our investors and shareholders. I hope you see that confidence by not resetting the dividend, but start with EUR 250 million with a stable, preferably rising. Then thirdly, on our M&A, you've heard me say several times that we will accelerate and grow what we have. So no big M&As to be expected. We really want to accelerate what we have built. And then fourthly, if the balance sheet leaves that opportunity, we will go for share buyback. And I think we will -- with the announcement of EUR 500 million, that is very consistent over the years. And I think this is another proof of that we are really executing according to our capital allocation. With that, maybe next to the next question. .

Our next question comes from Charles Eden with UBS.

Just 2 for me, please. Firstly, is there any agreement on a sort of backstop date that DSM-Firmenich will be able to fully exit the 20% stakes in both businesses? Or is that subject to negotiation between yourselves and CDC? And then the second question, just on the supply agreement for vitamins, how would the pricing work? Is it spot plus for that between DSM and the Essential Products?

I'll take the first one, Charles. Thanks for the questions. So the short answer is there's no such agreement. So we're partnering in this. We have a 20% stake, and we will exit together with CVC. Now as said on the question of Nicola, both companies might be on a different path and a different timing. We typically know the duration a CVC holds the stake, and we will be lifting on the back of that. At the same time, it gives us a good opportunity to take a benefit from the developments and the improvements in both businesses going forward.

And then on the vitamin supply, so you hear me clearly say favorable conditions. So you always remember that we wanted to divest ANH to mitigate the volatility. I think we have done that by this deal, but also mitigate any volatility for DSM-Firmenich as a consumer company. And the vitamin supply is done in a favorable condition, so more into the cost-plus area than anything else. But more importantly is you remember that with these assets, which are capital intense, you also have an idle component. So the moment that the market goes down, you have an idle cost, that is no longer part of the equation either. That is part of the new company and goes along with it. So I think we clearly have indicated a favorable supply condition. Secondly, remember just for you, to understand the vitamins in the human space is a completely different area. There is regulatory approval. There are quality approvals. It's a different business model. If you supply to medical nutrition, to pharma, it's a different story at good margins as well. So we're very happy with that supply agreement as being part of the deal. It has always been one of our prerequisites on the deal that we secure a favorable supply for the DSM-Firmenich core as a consumer come.

And can I just sneak a quick follow-up in. Are CVC putting any capital into the transaction. I didn't see it in the release, but I don't know if there's -- if that's being disclosed. So if you could just help us.

Yes. No, happy to follow up on that as well, Charles. So both companies will make sure that there's sufficient liquidity and also CVC is putting a few hundred million in the company distributed over both entities.

Congrats on getting this over the line.

Our next question comes from Matthew Yates with Bank of America. .

So I've got 2. One is a clarification. The EUR 450 million loan facility, just to hear correctly, you're describing that as a bridge facility? So you would assume the owners would have more permanent capital in place fairly quickly after closing? And then my second question, I think it was Nicola who asked earlier, just on the earnout, can you elaborate a little bit? Because it's very hard from the outside for your shareholders to know whether they should give credit to that EUR 500 million earnout or not, if we don't know the conditions under which the business has to hit for it to be realized. So can you give us a sort of idea whether you would say mid-cycle normalized or any sort of year for reference, the sort of level of profitability the business has to be delivering to hit that earnout?

Let me start with the loan and then Dimitri, maybe you want to say a few words on the earn-out. So the loan is provided, as said, under conditions. Obviously, the liquidity in the companies has to drop below a certain threshold. Now we are providing that facility to also allow the essential company to navigate the current environment without being bothered by tight and restricted and expensive funding. Now the loan comes at -- it covers our cost of capital. So it comes at good conditions, and then basically also trumps the equity investment in the company. So it has priority over that. So we'll get that money back out of the transaction. As building and also Charles question, there will be a good level of equity funding in both of the entities. And to your point, the entities will pursue alternative financing as well. So merrily, we also said we provide the facility. But obviously, there's more ways of funding the group, starting with the equity and obviously, alternative financing programs by the banks in the Essential Product company.

And to give you some color on the earnout, this is an earnout on the Solutions Co and an earnout on the Essential Co. So it's clearly that this earnout is something where we feel comfortable about. Otherwise, we would have not indicated the EUR 500 million. On the Solutions Co, that is, I think, pretty much good. That's a business that is doing very well. And I think we feel very comfortable there. On the Essential Co, it's the vitamins. Obviously, we assume a normalization of the market. And I think that is fair to say. Now we've always seen normalization of markets with ups and downs. I mean you have been with us on that ride. Well, after closing this deal, that ride will be gone because that will be part of the new company, but some normalizations -- normalization on the vitamins need to happen for that payout. But if we've seen over the last 10 years, we feel pretty comfortable that, that will happen.

Our next question comes from Martin Roediger from Kepler Cheuvreux.

I have 3 questions, please. Number one, what was the book value of Animal Nutrition as of 2024 before the EUR 1.9 billion impairment today? Secondly, you say that the closing of the deal is expected for the end of 2026, subject to regulatory approvals, finalization of employee consultant processes and the creation of 2 stand-alone businesses, what of these 3 items take so long? I asked that question because antitrust issues should be a no-brainer, correct? And thirdly, you mentioned in your press release that this 7x EV EBITDA multiple based on underlying normalized earnings. Over which time frame did you calculate that 7x multiple?

You do the book value and on which multiple, and I will do the next question.

All right. Book value. Thanks for questions, Martin. So book value of the assets was around EUR 4 billion. That's also where you see the EUR 2.2 million resulting in the EUR 1.9 billion. And as said, I mean, part of it, we realized throughout the transaction with Novo, resulting in the book profit, but the majority of the impairment is really linked to the intangibles that also were added to the book value throughout the merger and some of the remaining intangibles of some of the acquisitions from the past in M&A. And then around the EV multiple, if you look at it, I mean, overall, the Animal Nutrition & Health. And again, you'll see the restated figures with the outlook or the restated quarters, if you like, for the last 4 quarters of all of the businesses, also pre-restatement and restated. Then if you look at the earnings potential of the businesses that are divested, that is around the EUR 300 million. At the same time, if you look at what the consensus outlook is, let me give away the results before Thursday. Otherwise, I am then in trouble. But if you look at the consensus also on the ANH transaction prior to that, and if you then adjust for the vitamin impact, the EUR 125 million, we also have to adjust for the fact that the Novo, the sale of the Feed Enzymes business, only materials half year. So you need to adjust for that, but also for the current environment of vitamins. And if you translate that, you get to around EUR 300 million that gives you that 7x multiple, which is a fact also, I think, the consensus for '26. So along 3 angles, you all the time get to a bit of that same figure, but that's how we got to the 7x. And then if you add the transaction with Novonesis overall, we realizes a 10x more.

All right. And then I think on the closing, you're absolutely right. You read it well indeed. So on regulatory, we don't expect any issues in this transaction to CVC. Then on Works Council, let me not speak on their behalf, but I think we clearly set out the 2 companies for the future. And then thirdly, and that's why the timing is still the end of the year. We need to create 2 fully operational stand-alone entities with all the details bits and pieces. I mean, we obviously already started with that. It was part of what we wanted to do as a strategy. But obviously, you need to do that in full accuracy. So we'll take the time to do that, and we need the time, also to create these fully stand-alone companies towards the end of the year. So if we can do it earlier, okay, you will hear from us, but you know that I've learned certainly with creating stand-alone companies, you just need to take your time to go through, and we want to do that and therefore, closing expected towards the end of the year.

Our next question comes from Georgina Fraser with Goldman Sachs.

Hopefully, you can hear me well. I've got 2 questions left. One of them is the pro forma that we should receive a bit later today, will that reflect terms that are similar to the supply agreement that you have with CVC going forward? Or would there be any material changes between historical and what to expect coming next? And then second question is, did you seek alternative financing routes for the liquidity that you're providing to the divestment? And if so, can you talk about what those financing conditions look like at the moment for these types of assets?

Yes. No, happy to take that. Thanks for that. No. What we've done with the restatement is actually to reflect also the commercial agreements that are in place to make sure that the numbers that we will provide for '24 and '25 are comparable and adjusted for everything. So in a nutshell, we're moving the Aroma Ingredients in we're taking Bovaer and Veramaris back in. We're adjusting for the new reality of the agreement, reflecting the profitability of HNC as well. That's why you see the continued trajectory on a quarterly basis, and we'll provide those restatements up until the third quarter. So there won't be any further adjustments backward-looking or comparison to any transaction when we discuss our 2026 results going forward. Then maybe on alternative financing. Now obviously, our partner, CVC is clearly in the lead there. They already have certain arrangements in place and are looking at that as well, where you typically do financing in these kind of transactions is also asset-backed lending, where you obviously look at the overall assets that are available, both your fixed assets but also your working capital. So these are the programs and structures, partially already in place and partially being worked on, and that is something that will materialize further throughout the time to closing and will be fully in place at closing. And obviously, that will support the overall liquidity of the companies.

Our next question comes from Chetan Udeshi with JPMorgan.

I have 2 clarifications. One is, can you confirm that EUR 200 million of separation costs and tax, whether that's part of your EUR 600 million net cash proceeds? Or will that be -- do we need to subtract that from the EUR 600 million. That's first. Second, with these sort of transactions, at least my history is there's always some sort of cost -- synergies and you might have some transitional agreement for a period of time. I guess the question is, is there some leakage on top, whether it's for the restructuring of your group employee cost base to reflect the lower or smaller company or just in terms of how much costs will fall back to core DSM-Firmenich from ANH cost base?

Great questions. I'll take the cost. You'll take the stranded leakage conversation. So overall, the cost is not included, Chetan, so what we expect is around EUR 150 million that is still to come. Now partially still separation costs as we need to navigate through that in 2026. Now a good part of that is tax and tax will only materialize over time, but expect around EUR 150 million cash out in '26 to be conservative. So that's what we've baked in. But it's not included in the EV to equity today.

And then maybe on the -- I think if I understood well on the stranded costs. So I mean, we've done many of these deals. We've always make sure that these stranded costs will be mitigated. We also have a plan to do that here. It's around EUR 75 million. Remember, part of that has been already been part of the carve-out where people go with the Animal Nutrition organization. We also have SLAs and TSAs for a period to transition, and we have a plan that nicely covers that overall. So net-net, there will be no hanging or stranded cost, if you may say so. So we've done that before and we have some time to do that in the transition period. So no, there will be no negative effect on what we call the stranded cost. .

So you see that also if you look at the financials, and I know you always have a close look at that, you see the sales of corporate going down, which has affected the running out of all the TSAs from the former materials one, and you don't see an adverse effect in that line either. So I think we've got a good track record, as Dimitri said, [indiscernible].

We have one last person to ask questions and then we have to close the call. So operator, can you give us the last question?

Your final question comes from Lisa De Neve with Morgan Stanley.

So you've announced the EUR 500 million buyback today and a new dividend policy. But how should we think more broadly about your capital allocation from here? Can you give an indication on how we should think about CapEx intensity with ANH now falling out of the P&L? And how you think about special returns more holistically -- especially in the light of your EUR 1 billion buyback last year? That's my first question. And secondly, do you remain committed to your core midterm strategic targets on the core divisions being 5% to 7% like-for-like and so forth? .

Yes. Thanks for those questions. I love that because it's about the future. So indeed, you've heard me say about the capital allocation, it didn't change our business, then dividend, then M&A and then share buybacks. So that has not changed. Obviously, with the capital intensity going with ANH, more with ANH than with the consumer part, you will see that our CapEx over sales will move more towards 5% after we have normalized CapEx. You also remember that we have some additional investment going forward, but we will give you a little bit more insight on that during March 12. Remember that the midterm target on growth and the EBITDA quality we always committed to, and I still remember 2 years ago, you were all not very impressed by our cash flow target where it was above 10%. And we basically said, listen, after the deal with ANH, we will review that. So let me not cover that, but cover that on March 12, but we are reviewing that cash target nicely in consistent with what we said before. Then I think your second question was around that. Correct? Did I answer all of those in one go, just to check.

Yes. Maybe just more broadly on your special return targets more structurally? And then secondly, are your midterm strategic targets on the core divisions.

Yes. So on the core division, nothing has changed because ANH was part of that. So no changes there. So the only midterm target what we are reviewing is cash. And maybe then also take the opportunity to wrap up closely because what I think -- and that was not coming out in the questions, what I think is important to understand is the following. This is a smart deal. This is a smart deal because it represents fair value. And you could debate whether you find a high or low. I think it's a fair value for the business that we're selling. This deal mitigates the downside on the business. So we have made the deal that we basically, as of now, no longer hit by the volatility of that business, and we have mitigated the downside. You've also seen that if there's upward in this business, we've taken the 20% stake and the earnout. We leave the door open if there will be upwards going forward. And I think that is an important part of the deal. Secondly, we have favorable condition on the vitamin supply. So towards Health Nutrition & Care, and that helps us in the DSM-Firmenich core part. And last but not least, this deal now opens our accelerated phase. So we grow what we have. We anchor what we do and we deliver as you just said, on the midterm targets with the cash to be reviewed. So I think on March 12, we will show you a little bit on the businesses. Our BU presidents will also be there for the future. But before we do that, I'm hoping to still see you on Thursday with the full year results on 2025. And with that, I'm giving back to Dave.

Thank you. So that's it for today. But as the gentleman already said earlier, in a few days, we are already back with our full year results release on Thursday, the 12th of February. By the way, the preliminary restate we published today is about the first 3 quarters of 2025. So you won't find preliminary figures of 2025. That is on coming Thursday. Thank you all for attending today's call. And with that, we conclude today's webcast.