Georg Fischer AG (GF) Earnings Call Transcript & Summary

Ladies and gentlemen, welcome to our media conference today. Allow me to introduce first the speakers of today. On Slide 3, we see on the top right, Hans Sohlström, Chair of Uponor's Board Committee. On the bottom right, we see Michael Rauterkus, President and CEO of Uponor. And on the bottom left, Mads Joergensen, our CFO of GF and on the top myself, Andreas Müller, the CEO. Today, we will talk about the strategic rationale, we will also have a presentation by Hans Sohlström and by Michael Rauterkus about Uponor. We will also talk about the financial implications and obviously, some concluding remarks at the end. Allow me to give you a short background about this transaction. It may appear to you that this is a reaction to the unsolicited bid of the company called Aliaxis. It is not. GF reached out to the major owners of Uponor already 1.5 years ago. For GF, this intended transaction is a compelling opportunity to become a global leader in sustainable water and flow solutions. Not only 2 innovation leaders but also quality leaders intending to join forces to deliver stronger growth and shareholder value. GF believes with EUR 28.85, we have given an attractive price for all shareholders of Uponor. This, by the way, represents an undisturbed premium over the Uponor share price of 73.4%. The support, as said from Uponor and their largest shareholder, Oras Invest was of utmost importance for GF. And we are glad that the Board of Uponor recommends that all shareholders may accept the GF offer. I can only repeat myself, as GF [indiscernible] frankly acquisitions, it was very important for us to have the agreement and the recommendation of the Board of Directors of Uponor and their largest shareholders. We are convinced that we have placed not only for Uponor but also for GF shareholders an attractive price. The offer price as said set represents 73%, which is also translating into an EBITDA multiple of 10.6x or 8.9x post synergies. GF is offering all cash and an acceptance threshold of 50% plus 1 share. We have further secured an attractive financing out of the combination of cash and fully committed bank loans. We further intend to issue 8 million GF shares from our existing capital band and also very important, we will not change our existing dividend policy. The anchor shareholder of Uponor, Oras Invest, is strongly convinced about the equity story of the combined businesses and therefore, aims going forward to become a GF shareholder. Synergies in the magnitude of EUR 35 million to EUR 45 million expected in the year 4, are creating value for both and we expect an earnings per share accretion already in the first full year. The transaction would be fully in line with our financial targets of GF's Strategy 2025. Let's move now to the strategic rationale, a logic next step, Slide 6 and Slide 7. Accelerating the GF strategy 2025 with this transaction is just a logic next step to become innovation and sustainability leader. Firstly, in the case of a successful transaction, we could create a global powerhouse providing system solutions for sustainable water and flow applications. Secondly, the complementary offerings and innovation of the 2 companies will advance our portfolio, our products and applications. We will further, with this transaction or intended transaction, strengthen our global footprint. But also very important, we would solidifying our commitment to sustainability and would further drive our ESG agenda. Fifthly -- fifth, last and not the least, we will be able to exchange best practices and leveraging sales channels to unleash the tangible synergies. All this together is leading to a even more resilient GF. On the next couple of slides, I will now go a little bit more into the details of the various strategic rationales. On Slide 8, we see and have illustrated the pro forma sales split. As you can see in the pie chart on the left, the EUR 2.2 billion sales of piping systems in the water and flow solutions will be completed and added with EUR 1.4 billion sales of Uponor, more or less in the same field, however, with different applications. As seen on the chart on the right, on the picture on the right, we would integrate Uponor as a fourth division in the GF group. Ultimately, with this EUR 3.6 billion sales in a very resilient business field, we would clearly increase the robustness of GF. Allow me to highlight the details of the second strategic rationale. In case of a successful transaction, GF would become the #2 powerhouse and player in global piping systems, with a very strong focus on water and flow solutions applications. When we looked into the archives of GF, it was quite impressing that already 40 years ago, our predecessors have signed a collaboration and cooperation agreement with the company, Uponor, which accomplished back in these days, their product offerings in the Nordics. So it is now today, 40 years later, the next step or let's say, like this, we are taking this cooperation now to the next level. Let's move now to the second strategic rationale. The complementary nature of the 2 companies' offerings, is just simply perfect. As you can see on the illustrations on the left-hand side, GF has its product ranges in the building solutions predominantly in the hot and cold water supply. However, with a very small product range compared to Uponor, which has a very wide product range but not only addressing the plumbing, hot and cold water but also the indoor climate applications. Energy management, going forward, particularly in buildings, will become a key element in terms of sustainability, heating and cooling of buildings. And we were very happy to learn that Uponor is one of the leaders in this business. On the top, you see the utility and infrastructure businesses of the 2 companies, obviously, only illustrations where the utility business of GF is in the range of -- it's predominantly standard products and solutions, whereas the Uponor business is very customized and addressed to the needs of the customers' developed solutions. Here, on the left-hand side, you see a picture of a welding equipment produced by GF and funny enough, when we looked into the 2 companies, we have figured out that pretty much the same picture is actually being used by Uponor to promote their utility capabilities. So the complementary, once again, of the 2 product portfolios is insanely complementary. On the right-hand side, only a few of a lot of technology and innovations. Uponor was one of the first or was the first company and still the only company to have a PEX pipe systems, which is completely bio-based. But also the high clean automation systems of GF could create a nice, smart solutions together with the Smatrix Pulse or room temperature control applications shown here on the bottom right. So innovation power will obviously increase substantially since we will be able to leverage the investments in innovations on a much broader scale. Both companies are historically seen developing new technologies and we will do going forward. With this acquisition, we would also strengthen our global footprint. We would strengthen our strong European base. We would gain substantial presence in the U.S. while we would keep our exposures to Asia and China constant. The charts illustrates the sales of Uponor and then piping systems and a combined pro forma sales on the very right. Let's move to Slide 12. Fourth, both companies are individually ESG leaders in the industry, which is clearly recognized in the market. On the left-hand side, you see the current ratings of both companies. Uponor is, with Sustainalytics, a step ahead as well as with SBTi having already validated net zero targets, as GF has validated its SBTi targets just recently. When it comes to MSCI ratings, GF is rated with a AA and today, not being covered the rating from MSCI of Uponor. It is once again solidifying our commitment to sustainability and driving our ESG agenda. On Slide 13, the combination would unlock tangible synergies through leveraging sales channels and best practices. Synergies in the amount of EUR 35 million to EUR 45 million have been assessed. Let me give you a few examples. We will have quite a lot cross-selling opportunities in Germany but also in Switzerland, whereas we are in Switzerland, having a strong presence when it comes to hot and cold water piping systems, we have no presence when it comes to indoor climate solutions. So combining the 2 businesses will give us in our existing channels quite strong opportunities. Innovation, investments, as I said, in innovation can be leveraged on much higher scale, exchange and we will be able to combine the technologies. We expect to align our raw material procurement as well as we're going to implement best practices among our various plants across the world. Before we come to the presentation of the Uponor's representatives, allow me to summarize the highly complementary and attractive transaction. I said it and I stressed it a few times, the product offerings and applications is highly complementary. It is a well-balanced global footprint, we have a very strong cultural alignment. It will allow, therefore, as we intend to integrate Uponor as a fourth division, a seamless integration. And this will allow us that we can focus our resources immediately on unleashing the full potential of the combined businesses and focusing on the needs of our clients, customers and markets. With that, I will now hand over to Mr. Hans Sohlström from the Board of Uponor.

Thank you very much, Andreas. Can we move to the next page, please. So first of all, the Board of Directors of Uponor is delighted with Georg Fischer's approach, very constructive, very collaborative and very professional. And the Board of Directors has also unanimously decided to recommend Georg Fischer's voluntary public cash tender offer for Uponor, with the price of EUR 28.85 per share. Considering the offered value, the Board of Directors sees that the offer is in the best interest of Uponor's shareholders. Uponor is today a strong company with a clear strategy focusing on growth and margin expansion. And the new highly capable professional management team is doing a great work which is already visible in the company's performance and business outlook. Just as an example, since Michael Rauterkus started as CEO, every quarter, so meaning the last 6 quarters, Uponor has exceeded consensus forecast operating profit for 6 quarters in a row. We also see that the company has a good future ahead, thanks to its very strong brand, strong management and strategy execution. Joining forces with Georg Fischer will provide further strengths for the future. And I very much share the various synergies, the business logic and the strategic logic that Andreas shared with all of us earlier on here. So we really see that this will create a global leader in the area of water solutions. Now I would like to hand over to Michael Rauterkus, our CEO. So over to you, Michael.

Thanks, Hans. Thank you for taking the opportunity to present Uponor to you. And as you have heard from Andreas, there are a lot of synergies. It's really amazing, the technologies, values we share. Uponor is an industry leader with an attractive geographic and end market exposure, it's EUR 1.4 billion sales. We have a bit over 22% in infra, Building North America is 1/3 of the business and Building Europe is 43% of the global business. It's a company with about 4,000 employees. It's a company with a lot of technology. And in its segments, we divide this currently in 3 bigger categories, which is infra, 22%, most in the Nordic countries, the very important indoor climate, when you think about the energy transition going on and water systems where the company is famous for its PEX pipes. The biggest market is the U.S., one reason why I'm currently traveling to the U.S., seeing our biggest customer and then followed by Germany, Sweden and Finland, so all very highly attractive markets for this industry and what's clearly in common. And we have also done a few acquisitions over the past but it's all under the Uponor brand. It's a well-known brand with a lot of recognition and support from its customers, which is wholesalers and plumbers, architects, designers. Over to the next page. I would like to explain a bit what Uponor is about. We move water through cities, buildings and homes, starting with the indoor climate, we are a leader in the underfloor heating and cooling segments and heat pumps really work best as everybody knows, with the other floor heating and cooling systems. But the intelligence in temperature control comes through smart controls, which we have in the portfolio. Of course, this industry gets also more and more digital and we have monitoring systems here. And more importantly here and also from a margin perspective, highly attractive, the heat interface units and manifolds. Then on the infra side, one of transition over the last years really more and more of this developed through a design solution company with a lot of products in the pressure systems, cable protection and think about all the challenges we have through climate change, wastewater management becomes more and more important and it's all about to offer a very integrated systems for our customers. And as Andreas mentioned, clearly, the company is so well known for its famous PEX pipes, which are both produced in Europe and in the United States because clean water -- drinking water is so important for the health of the people. So it's a really attractive portfolio. And let me also, on the next chart, explain a bit what the strategy of the company is. Sustainability is at our heart and it is embedded in Uponor's purpose, vision and strategy. We really want to unlock the potential of water to protect the place we call home and be a leader in sustainable water solutions. And we think in combination with GF, we can accelerate our plans. We have a very, very distinct strategy based on 4 pillars: maximizing the core, driving innovation, focus on sustainability and our People First strategy. So let me explain what these 4 pillars are. Maximizing the core really means we focus systematically to sell more to our customers, channels, develop our categories and have a clear country focus. We make sure we not only focus on innovation but we sell what we have. So what does this really mean? We have these 3 divisions and they're all working together and really make sure whatever innovation, a new product we have, we max the opportunities across all the markets to really make sure we develop a profitable, high-margin business and work together across all these opportunities. We develop actively customer relationships, have joint account plans, developed a channel plan and also have more and more product category innovation integrated process. Close to my heart is innovation and this is what really Uponor is famous for. Their [ DNA ] is driving innovation. Actually, the company has disrupted themselves in the '60s when the full focus went on the plastic production and they were the first ones driving the PEX agenda. And this was clearly a revolution in the company. And this is also why in a market like U.S., the company is so successful. And it is a Finnish company, which has been developing sustainability -- this sustainability agenda for many, many years. And I can say that Uponor is leading across this industry. We are really among the top leaders when it comes to our sustainability agenda. And this is what the Uponorians, this is how we call ourselves, are really, really proud of. And on people first, it was -- I was talking with Andreas about what really makes the company fit and what makes a company really go. It is about the culture and it's really amazing what we have here also in common. It's -- we really focus on our people and make sure we have a performance-driven culture here, have also some fun. We enjoy, the Uponorians enjoy what they are doing and this is what we are really proud of and this is really important to us. I want to explain a bit on the next chart, the sustainability focus, clearly, and it is all about the innovation. And in this sector, Uponor really wants to be first. So we have been the first producers of PEX pipe based on renewable raw materials, first, on the infra business but then also in the building technology business and we continue to develop this portfolio. It is so important that we go first and lead this industry. We have been also focusing very much on the first circular PEX pipe produced from our own PEX production waste. It's so important that we understand, improve our production processes and make sure we really understand and drive and lead the circular industry here. And clearly, also, we wanted to make sure that we are first in our industry to receive the net zero target approved by the SBTi, because it's so important to our customers. We need to prove that we are leading and this is what our customers like. We lead the industry on sustainability. It's almost a prerequisite to be successful in the future. And this, on the next chart shows also a bit what happened -- next chart, please -- on the performance over the last years since 2019. The company has really developed nicely with a CAGR of 7.9% since '19 and has also last year, enjoyed a record sale despite, as you know, with a cyberattack in the fourth quarter and even with managing a cyberattack in the fourth quarter, we could achieve record sales. The EBITDA could grow even a bit faster with 12.9% to EUR 208 million. And EBIT, we could grow over the time 18.4%. So you could see here the -- all these -- the work of the Uponorians have really led to a fantastic results and this is what the Uponorians are really proud of. And so I now hand over back to Andreas. Thank you very much.

Thank you very much, Michael, I think you said it, we have been really intrigued when we have learned how complementary and how similar our 2 cultures are of these 2 companies. But now, I think it's time for our CFO, Mads Joergensen, to give us some insights on the financial.

Thank you, Andy. Let me briefly touch on the financial impact of the transaction. First, we see here on the left-hand side, what has been mentioned before that the portion of the GF Corporation in terms of resilient sales is increasing from last year, 54%, in a pro forma projection here to 66%, so 2/3 of our sales is now in a more resilient business out of the entire corporation. The second very positive financial impact is on the right-hand side. You can see here in the business year 2022, the GF Corporation achieved a EBIT margin of 9.8%. And looking at that in a pro forma view, including the business of Uponor, our margin will then grow into the area of around 11%. Looking into the transaction specifics. On the left-hand side, you can see that the offer price of EUR 28.85 leads to an enterprise value of EUR 2.2 billion. As mentioned before, by Andy, we have a exceptional threshold of 50% of the share capital and 1 share. It leads to an implied multiple for the financial year 2022 and enterprise value EBITDA multiple of 10.6x. And if we include the full year run rate synergies that multiple then decreases to 8.9x. And this is definitely fully in line with where Georg Fischer is currently being valued in the market. It should also be mentioned, very important that the transaction should be EPS accretive already from the first year of the consolidation. How are we going to finance that? You see that on the right-hand side. First of all, we're going to use some of our excess cash. And of course, as the CFO of the corporation, I'm now very pleased to be using some of the excess cash we have on the balance sheet. On top of that, we have been able to secure a very competitive bank financing with UBS, as well as the Zürcher Kantonalbank here in Switzerland. In addition to this, we will intend to issue 8 million Georg Fischer shares from our capital band that was just approved by the shareholders in April. And after the transaction and after the increase in equity, we end up with a leverage of round about 2.25x net debt EBITDA. Rest assured that Georg Fischer is committed to a prudent capital structure. We also do not intend to change our existing dividend policy. Andy, back to you.

Thank you very much, Mads. Let me allow a few closing remarks and the time schedule. So as we intend to be able to accept the tenders with the 26th of June onwards for most likely a period of 10 weeks and we assume to close this deal before year-end. Let's move to Slide 27. This transaction would clearly create the next leader in the flow industry with sustainability and innovation at the core. I think, Michael, you couldn't have stressed it better. I think anything what the 2 companies are doing are things or product developments with having sustainability positive impacts. We are credible sustainability leaders in this industry. We would, as said, combining our forces when it comes to technologies being an innovation powerhouse. We have increased, we would increase the resilience of our portfolio. And as a global leader, we would have a platform for further growth. Thank you very much for your attention and we are now ready to take your questions.

[Operator Instructions]. Our first question comes from the line of Jörn Iffert with UBS.

The first one would be, please on the deal structure with Aliaxis having a 20% stake in Uponor, if this remains, do you see this as an issue? And also, is Oras willing to take a larger stake in the capital increase because you mentioned to issue around 8 million new shares. So if you have visibility on this one. This will be the first question, please. And second question, for a long time, the Uponor EBIT margin, I think top of mind, it was 8%, 9% or even below, now Uponor is guiding for 12% plus. What really has structurally changed that we should take this new profitability as a kind of base case, what really has improved with Uponor and that this is a new run rate. And the last question, please. I mean you want to take Uponor as a fourth division. I mean when you want to integrate it deeply and want to keep or make all the synergies happen, should it not be integrated into piping directly. And maybe also considering here that you're likely buying it on a peak on the construction market. You also said it's 11% EBIT margin combined but you stick to the 9% to 11% EBIT margin targets for the medium term or should we expect an update on the medium-term targets also vis-a-vis the financial questions, please.

Thank you very much for your questions, Mr. Iffert. I think coming firstly to the question about the deal structure, obviously, we intend ultimately at the end to fully acquire the companies. We would not assume be having a minority investor such as Aliaxis in this business. However, it would take us 50% plus 1 to start to unleash the synergies and the integration of the business having the full operational control. I think talking to Oras as a large shareholder. You may have seen the media release from Oras Invest, who was the major shareholders of Uponor before, very clearly pronounced the attractiveness of the combined business and the strong equity story of GF and that they are investigating to become a shareholder of GF. I think Uponor's run rate, yes, you mentioned something absolutely correctly. And we also intensively discussed this with management but also we did quite a lot assessments on this topic. First of all, I think when Michael took the helm of this great company, Uponor, he obviously also instilled inspiration and motivation and energy into this organization. But not only that one helped to make Uponor more profitable already quite a few adjustments when it comes to the footprint and alignment within the organization have led to the accretion and the expansion of the profitability. I think going forward, Uponor is currently guiding above 10% profitability in terms of EBIT margin and their long-term targets are well in line with the GF strategic corridors. Why a fourth division? I think you say it correctly to unleashing the full synergies. But since GF is technology-driven and also running synergies across divisions, we will also have the opportunity to unleash this synergies, whereas, obviously, the building technology part of piping systems could be transferred or could be integrated into the mold of operations of this company. As said, the infrastructure business, it is much more about being aligned in the markets, having access to the 2 offerings to unleash cross-selling synergies or cross-selling positive momentum. The last question was about the construction. You said something about the construction.

And you also asked the question about Oras, how they intend to acquire and become part of the Georg Fischer. And you're absolutely right, one way is to participate in the equity increase but they also do intend to acquire over the secondary market as well.

And on the construction market, I mean, when you see the new building permits, are you're not concerned, you're buying it now really on peak earnings and earnings are declining in '24, '25. And also, you said, combined, I mean, it's 11% EBIT margin, which is the high end of the corridor, you want to further drive profitability. So it's not also time to give us new medium-term targets for the group.

I think we will cross this bridge when we obviously would have completed a successful transaction. However, what is very important to state, the overall resilience of the construction market of the housing and residential and commercial buildings is obviously a given. So going forward, in terms of the relevance of this market in terms of strategic reflections, approximately half of the businesses in the building technology of Uponor today is already in the refurbishment business. And in addition, we just wanted to once again highlight the importance of making smart solutions for indoor climate applications. And I think this is something which cannot be disregarded, this may driving the agenda going forward next to new builds also in terms of refurbishment. Is there a -- are there clouds on the horizon, Mr. Iffert? Obviously, for sure, there are. We are not naive. We are seeing that new build permits have tanked. However, what we can also say the sentiment overall of the industry is now, since a couple of months reverting and turning back into a much more optimistic view, which means not that we're going to have to expect growth in these markets today and tomorrow but going forward, as a strategic time line. This is a place where sustainability will drive the agenda and the offerings of these companies will perfectly suit to these needs of our customers.

The next question comes from the line of Walter Bamert with Zürcher Kantonalbank.

You already touched on the smart integration by building a fourth division and -- but also that in the long run, you can see optimization by adjusting the structure. How much time should we expect until you come up with a structure where your infrastructure piping fits to infrastructure, piping industry as a separate division and the building activities go into Uponor.

As we already said, you know since there is a strong complementary of the nature of the 2 businesses, not only in products but also in portfolios, we can consider this seamlessly to be integrated going forward. So in case of a successful transaction, I think there would be, with a decent short period, we would start with this kind of integrations and we would also obviously would come up with information to the market how that will look like in detail.

Okay. The second question is regarding the non-piping divisions, what is the strategic assessment and how much time do you allocate to figure out if that is still fitting nicely into the piping activities?

Mr. Bamert, if I -- then I got your question right, you're talking about our Machining Solutions and our Casting Solutions divisions which I think is part of the technology agenda of GF and I think we can only reiterate our statements, which we always give in GF, all our businesses need to be value accretive and need to fill their strategic targets in their periods. So there is no considerations at all. As I said, we're going to integrate the GF -- the Uponor division as GF Uponor in the GF Group next to the 3 sister divisions.

Okay. Has already been made a decision, who will head the Uponor division?

I think we are very glad. We have with Michael, a very experienced CEO which has installed a lot of inspiration [ asset ] and energy into Uponor and is transforming this great company to even a greater company, so he will stay on board and heading this division.

Okay. I'm struggling to calculate the pro forma ROIC for the combined business. Do you have some hints on the allocation to goodwill, which will write off, I understand and the intangibles?

It is too early right now to comment on that one. But in IFRS approximated calculation, obviously, the ROIC will become double digit. However, on the short term, after this successful transaction, the paradigm will clearly change and we will focus on 2 things. We will focus on deleveraging the balance sheet, as well as focusing on minimizing the invested capital. For instance, we will probably start a joint project on optimizing net working capital to improve the ratio going forward.

But you are not evaluating changing accounting standards at this point in time?

At this point in time, no.

The next question comes from the line of Alessandro Foletti with Octavian.

I would like to come back to the synergies. Can you quantify how much of those synergies come from cost cutting and how much from top line?

Yes. We -- it is actually almost a 50-50 split between the cost and the top line. The top line is something that Andy, myself, as well as Michael are quite excited about because of the complementarity of the business. One big market where Georg Fischer is present in Switzerland, in the plumbing and heating market. However, we are not in the indoor climate. We're not in the underfloor heating business. And the portfolio of Uponor makes an absolute perfect fit for an expansion of our market position within our Swiss markets as well as Germany. In Germany, we have the peculiarity that Uponor is very strong in the northern and the central part, and we are -- Georg Fischer are more strong in the low -- in the southern part of Germany. Again, we see here a good and strong potential for optimizing a lot of distribution channels and ensuring that we have some cross-selling.

And maybe also to be added when it comes to sales synergies, there will be opportunities to leveraging the global footprint of GF. So as you may have seen on the world map of Michael, Uponor is present in Europe and Americas, whereas GF obviously has its presence around the globe. So we assume that markets such as the ones in Asia with big potential can be unleashed and actually being complemented with the products of Uponor.

Right. And for the part that is more related to cost reduction. Coming back to this integration discussion that you had before. I also have a little bit of difficulty to see the potential if you cannot integrate. Maybe you can share a little bit of some details on what you think you can do really on that side even if you keep Uponor as stand-alone.

Very good question, very good question, Mr. Foletti. On the cost side, we have in the confirmatory due diligence where we gained access actually to management as well as and some of the facilities, we got quite a good dialogue going with the operational management of the company and we clearly identified that just within the operation itself, without any further consolidation of production footprint, we should be able to achieve significant cost reductions, efficiency increases through simply exchange our best practices through standardizations, through operational excellence. So we'll be very much looking at applying principles that we have currently in our plants also in the Uponor plants. Second, cost, which I think for everybody is a no-brainer, is that suddenly we become really much more a player in the resin market. And therefore, also on the procurement side, again, through standards, through pooling of purchase power, we should be able to achieve some significant cost synergies on that side as well.

Okay. Understood. But do I understand correctly that, in a way, the reason you do not want to integrate this maybe because you can't as long as Uponor is listed? I imagine as long as it is listed and you don't know if you can delist because maybe not everybody will sell. But as long as it is listed, you will need to have a separate reporting, a separate Board, a separate entity and so on. Is this the reason why you or it has nothing to do with that?

No. Mr. Foletti, we first of all assume that we will succeed in fully integrating Uponor and therefore, that means we would achieve a threshold of 90% of the shares. As said, we will be able, because of the complementarity of the 2 businesses, even at a threshold of 50% plus 1 shares to operationally unleash synergies to quite a large extent. And this is due to this nature of this business. As explained also by Mads, we will have not the same, so we have, let me say, accomplishing product ranges, which we can actually deliver into the markets. And therefore, whether you would have this company completely legally integrated wouldn't be necessary because trading these products via platforms, distribution centers whether from company A or from company B, wouldn't be a topic, aligning it with the building technology part of the Piping Systems business, which is also in itself a part of a business which can be, let me say, not isolated but at least being -- having clear boundaries, I think, unleashing these synergies. So therefore, we wouldn't be shy also to create these synergies if it is a 50% plus 1.

Right. Understood. Maybe my last one is -- I don't know if you had the chance already to approach Aliaxis.

That's not our mandate, I guess. So we haven't.

Okay. Because as I understand, they could say -- I'm sorry, Georg Fischer, great deal for you but it's also a great deal for us, we increase again our offer. And then as I understand, I guess, the Board of Uponor cannot just say, no, we prefer Georg Fischer even they offer much more.

I think we don't need -- I think, yes, you phrased it perfectly. I think there's a diligent work to be done by the Board of Uponor. However, we believe that we have given them a very attractive offer to the shareholders of Uponor, which are -- is also an attractive offer for the GF shareholders. And let's have a look what will happen.

The next question comes from the line of Manfredi Bizzarri with Morgan Stanley.

I wanted to touch a little bit on the regulatory approval because I see on Slide 26, you have a period where you outlined a potential extension for regulatory approval. Are there any markets in particular in which you are concerned there might be an issue? Or how should we think about this potential extension?

I think since the complementary nature of this business and particularly the presence of GF in the Building Technologies segment, we do not foresee any issues in regards to regulatory approvals in the major markets of the 2 companies.

The next question comes from the line of David Abraham with BTIG.

Just really a quick follow-up to the previous question. Could you give us a bit of a steer in which geographies and countries you will require merger control and foreign direct investment clearances to complete the offer, please?

That would be United States and the EU and a few smaller, very small countries but those are the big items.

Okay. And in terms of foreign direct investment approval, will you require approval from [ TEM ] in Finland?

To our knowledge, no.

The next question comes from the line of [indiscernible].

My question has already been asked and answered. Thank you.

The next question comes from the line of Adrian Knoblauch with ZKB.

What do you think is a normal level of cash to run your business in the combined entity? Trying to figure out a little bit when you're going to redeem the credit facility, how much you would have to raise in the debt markets in order to fulfill here the debt acquisition?

We would typically expect to have a minimum cash situation of about [ EUR 250 million ] in the combined entity. We intend to tap into the capital markets at a later point in time for the refinancing there. And for the Swiss market, that could maybe be in the area of [ CHF 400 million to CHF 600 million ] that we want to place, for instance, in new corporate bonds. And we, of course, as I said before, are very much committed to a prudent capital structure. So the corporation will focus in the next 12 to 24 months on ensuring a quick deleveraging of the balance sheet.

Okay. When you said you intend to raise [ CHF 400 million to CHF 600 million ] bonds, are you also going to be active in the euro market then? Or is that it...

Our intention we'll -- we would remain in the Swiss franc market.

The next question comes from the line of Daniel Koenig with Mirabaud Securities.

I have 2 smaller questions. First, I was wondering why Uponor has nothing in China. Is that basically because the European market is so attractive? Or are there other reasons? And then I'm wondering, the consensus for Uponor is going for a revenue decline of 4.2% this year. Is this a realistic assumption and has been confirmed by current trading so far this year? Or is this -- yes, maybe wrongheaded.

Thank you very much, Mr. Koenig. And I think, as usually, you know, since this is all stock-listed companies, we're always going to refer back to officially made statements. But I will ask Michael to give you a hand on the topic why Uponor is not yet present in China.

First, on the U.K. market, Central European markets, Nordic markets and the United States, there has been in previous years, a bit of a little investment in the Chinese market. But to be very clear, our products don't really travel well. So this needs significant investment in a respective market. This is one reason why this combination would make sense because GF is already there. So we could build on a business which I think is over EUR 700 million right now and we could combine forces. It's a highly competitive market. So this would give us a chance but as a stand-alone, there are other -- there have been other attractive opportunities in the past for Uponor.

Okay. And the consensus, which is going for a revenue decline of 4% this year is that -- is that okay? Or is that confirmed by current trading?

I think as I said, since both of our companies are publicly traded companies, we reiterate our quarterly, in this case, for Uponor statements, whereas GF is always referring back to its annual results conference, where we have given guidance for the year to come. So we will not further elaborate on that one. That is the current statement of Uponor's executive team to the financial markets from quarter 1.

Today's last question comes from the line of Bernd Pomrehn with Vontobel.

I was a little bit surprised by your optimism to leverage Uponor's products in China and in Asia in general. If I remember correctly, Uponor was active in China but then actually decided actively to seize all operations in this region just 4 years ago, as Uponor has not been able to establish a customer base for its mix of premium products in markets which are primarily driven by low-cost offerings. So why are you now confident to be now successful with Uponor's product offering in China and in Asia in general?

I think that would have been a little bit short, let me say, explained considering that we would use the existing product range to leverage this kind of markets. But just as a short information about the GF setup in China, we have a business facility, which is in the building technology markets already since the year 1997. And this is a facility and production company nearby Beijing, where we are addressing predominantly the higher end market segment with solutions for indoor climate. And here, we obviously see a huge potential or at least let's not call it a huge potential but there is a potential that we can combine the smart product solutions of Uponor. And as explained by Michael, it would give us also the opportunity, products which we don't have today, we then transfer and go and locally producing them. So therefore, I think also when I talk about the synergies, the Asian part is something which we have not quantified in our synergies going forward but we see it as an opportunity. So we don't want to be misunderstood that Asia is one of the key drivers for the synergies. No, it isn't. But obviously, when it comes to certain kind of product ranges, you could actually de-engineer them as we call them sometimes. So products, which very well work in the European areas, may could be reengineered or decomplicated, let me call it this way and then being launched in markets such as India. But I think with the great expertise in this indoor climate but also in the hot and cold water systems and provisioning conveyance, I think we have good opportunities to make use and that's what I said, of the footprint existing of GF in this region. Whether we're going to have this then a very big business or not, we are going to see the strategy to come after the year 2026. All right. That seems to -- excuse me?

Sorry, we'll take a last follow-up from Mr. Iffert with UBS. Mr. Iffert?

Yes. Just a quick one to better understand your thoughts developing over the last 2 years. I mean you said that since 18 months, you are in contact with Uponor, I think some 24 months ago or so, you issued your new medium-term targets where you say, okay, look, we want to add around [ EUR 600 million ] of sales with acquisitions, then shortly afterwards, your thinking has changed. Why exactly has it happened? Why was there a thought change between, yes, beginning of 2021 and then maybe summer 2020, '21? What is the rationale behind this, please?

Let us rephrase what we always said. First of all, the strategy, obviously, going forward, 2025 has been already in the market now since more than 2.5 years. And we always said that the ticket we're going to try to achieve is [ EUR 600 million ] but I'm going to just quote my CFO here, many times that we wouldn't be shy also to go on something larger, if it is a compelling and attractive story. And as we said, this potential acquisition would accelerate our strategy 2025 in terms of becoming a sustainability and innovation leader in these businesses. And therefore, we have looked into this company. And we believed, with the setup of GF, it became an opportunity, which we also could in terms of feasibility, execute. And that made us to look into this business. And whether already 1.5 years ago, the decision was felt that we would succeed or not but that was the starting point when we intensively looked into this market. And when we looked into this market, we obviously haven't looked only on a 12- or 24-month period. Now we were looking into this market what most likely will be the needs of societies going forward. And when you consider urbanization but also refurbishment, energy efficiency, sustainability of buildings, we concluded this business is excellently placed going forward. And therefore, also together with our studies of the targets, let's call it, an external outside in view, we concluded this company would be a perfect fit. And this is a process. And as you may always know, we are not doing things in a rush. For us, I think it is very important that we have done a careful and diligently exercise before we would come to something like this to you and presenting our intentions.

And really the last one is on the distribution network. Is Uponor, do they own the plumber, like Geberit is doing it? Or is it more general distributors and is Uponor also training the plumbers to make them more familiar with its products. This is a similar strategy like Geberit in some markets or how should we think about the go-to-market strategy?

I think just a slight note, Mr. Iffert, the ownership of the market in terms of having the customers pulling your products, yes, I can confirm. And I think, Michael, if you want, you can please jump in, in this topic because we intensively discussed how strong the Uponor brand actually is that is being pulled. I think it's the quality, it's the market leader in the U.S. But please, Michael, why don't you give a few insights on this topic.

Yes, very clear, I can say a big, yes. The plumber and I would say, especially in the U.S., and I've never seen something like this because I know the Geberit model really well. And I thought this is unique but I can tell you at Uponor, I found another company that is almost equal. And in the market in the U.S., and you can really do a bit of research here, they absolutely love this product. And this is why we have this strengths in our wholesale business here. And the reason why they like this, it is, #1, easy to install. And of course, the plumber doesn't -- I mean, he fears always leakages and this is a very solid high-quality product. And of course, this is a very efficient driven market here and this is why we have such a status. I have not seen in this industry again before.

Thank you very much, Michael. And I think Mr. Iffert, that should may have answered your question. All right. I just received a sign that this was the last question. So once again, I thank you very much for the interest in our company and for the support in this transaction. Thank you.