Industrie De Nora S.p.A. ($DNR)

Good morning. This is the Chorus Call conference operator. Welcome, and thank you for joining the De Nora presentation on the acquisition of BW Water. [Operator Instructions] At this time, I would like to turn the conference over to Ms. Chiara Locati, Investor Relations and ESG Executive Director of Industrie De Nora. Please go ahead, madam.

Thank you. Good morning, ladies and gentlemen, and welcome to this conference call dedicated to the acquisition of BW Water announced earlier today. I'm Chiara Locati, Investor Relations and ESG Executive Director. Joining me on the call today are Paolo Dellacha, Chief Executive Officer of Industrie De Nora and Luca Oglialoro, our CFO. During the call, we will walk you through the strategic rationale of this acquisition and explain how BW Water fits into De Nora's strategy. After the presentation, we will open up the floor for a Q&A session. Please note that the presentation materials discussed during today's call are available on our website in the Investor Relations section. A replay of the call will also be made available on the Investor Relations website later today. I will now turn the call over to Paolo Dellacha, our Chief Financial -- sorry, Chief Executive Officer. Paolo, the floor is yours.

Thank you, Chiara. Good morning, everyone, and thank you for joining us on today's conference call. Today marks an important milestone for De Nora, as we have signed an agreement to acquire BW Water, a fast-growing global player in water and wastewater treatment. This acquisition is a step change for our water ambition and a powerful growth engine for the group. It will create an integrated solution-driven platform in high-growth end markets. At its core, this transaction strengthens our ability to address critical global water challenges such as scarcity and contamination by combining De Nora's technology leadership with BW Water system integration capabilities. The acquisition expands our exposure to attractive markets such as semiconductors, desalination and mining, while strengthening our presence in Southeast Asia with manufacturing and engineering hubs in Malaysia and in the Philippines, respectively. This enhances our proximity to customers and efficiency in project execution to serve and penetrate the global market. It also creates meaningful cross-selling opportunities and supports a broader, more integrated product, technology and service offering to our customers. And of course, sustainability remains at the heart of this move. The acquisition will be financed through a EUR 60 million, 5 years amortizing term loan facility with the option to incorporate ESG-linked KPIs currently under definition. From a capital allocation -- sorry, I have to give the word to Luca. I will now hand the call to Luca, who will provide an overview of transaction and financial KPIs. Sorry about that.

Thank you, Paolo. Good morning, everyone, and thank you for joining today's call. On Slide 4, we illustrate the impact of the acquisition on De Nora in terms of scale, backlog and top line contribution to give a clear sense of both the size of the deal and the company's strong growth profile. In 2025, BW Water generated revenues of approximately $92 million, equivalent to around 9% of De Nora's top line. Following closing, BW Water will be consolidated within our Water Technologies business perimeter, specifically within WTS line. On a pro forma basis, this will increase the size of the WTS business by around 32%, representing a clearly transformational step. Paolo will comment shortly on the implications from a business model perspective. Turning to backlog. As of the end of April, BW Water reported approximately $190 million, representing around 40% of De Nora consolidated order book. Looking specifically at the Water Technology Systems segment, the combined backlog, meaning De Nora existing business plus BW Water would reach more than EUR 300 million, effectively doubling the stand-alone level of approximately EUR 140 million at the end of March. BW Water also enhances the diversification of our backlog by end market, adding strong exposure to the semiconductor industry, which accounts for more than 50% of its orders, followed by municipal applications, desalination, mining and other industrial segments. Moving to profitability. BW Water delivered a normalized EBITDA of around $3 million in 2025. We have identified an initial package of cost synergies of approximately $7 million per year, expected to be fully realized by year 3 with around 30% already achieved from 2027. Finally, based on the current backlog, we expect BW Water full year 2026 sales to reach around $130 million. This reflects a strong growth trajectory with revenues more than tripling over the past 3 years, confirming both the company's momentum and the attractiveness of its end markets. On Slide 5, we summarize the key terms of the transaction. The enterprise value of the acquisition is expected to range between $61.5 million and $66.5 million based on the net financial position as of June 30. And in any event, will not exceed $66.5 million. At closing, the consideration will be in the range of $53.1 million to a maximum of $61.5 million, depending on the level of trade receivables at the end of June. The final consideration and EV will be determined in the third quarter upon completion of the closing financial statement. At the agreed enterprise value range, the transaction implies a 2025 EV/sales multiple of approximately 0.7x, decreasing to approximately 0.7x (sic) [ 0.5x ] on 2026 expected revenues. Based on the current backlog and depending on the final EV amount, the implied EV/backlog multiple is between 0.3x and 0.4x, which we consider particularly attractive given the quality and visibility of the backlog. Based on the 2025 normalized EBITDA and depending on the final EV amount, the implied EV/EBITDA multiple is in the range between 6.2x and 6.7x, including the preliminary $7 million of annual run rate cost synergies already identified and expected to be achieved within 3 years. Please note that normalized EBITDA excludes nonrecurring items and adjust for accounting effects related to activities carried out in previous years. The acquisition will be financed through a EUR 60 million 5-year amortizing term loan facility with the option to incorporate ESG-linked KPIs currently under definition. From a capital allocation standpoint, our dividend policy remains unchanged with a payout ratio of up to 25%, fully consistent with our previous guidance. Finally, on time line and execution, following today's signing of the share purchase agreement, the transaction remains subject to customary condition precedent with closing expected on July 1 and the post-closing adjustment process to be completed within Q3. With that, I will now hand back to Paolo.

Thank you, Luca. As we move into the strategy section, let me start by briefly framing the context, shaping both our priorities and the opportunities ahead. I'm now on Slide #7. Water scarcity is becoming one of the defining challenges of our time. Population growth, climate change and the rapid expansion of water-intensive applications are placing increasing pressure on freshwater resources. Today, around 2.1 billion people still lack access to safe drinking water, and this number is expected to grow, while water stress is also affecting agriculture and industrial activities across many regions. This is not a regional issue. This is a global constraint impacting municipalities, industries and critical infrastructure worldwide. As scarcity intensifies and water costs rise, we are seeing accelerating technological innovation and growing demand for solutions that enable water savings, recovery and reuse. This is driving a major global investment cycle. And with the acquisition of BW Water, we will be able to capture our fair share of this trend. In developed markets, aging infrastructure requires significant upgrades, supported by public funding and increasingly stricter regulation. At the same time, new environmental standards, particularly in the U.S. and Europe on PFAS and other contaminants are transforming water treatment into a highly specialized technology-driven field. Against this backdrop, the need for more efficient and circular water management models is becoming essential rather than optional. Our priority is to ensure a secure, reliable and sustainable water supply for industrial and municipal users, while delivering long-term value for our stakeholders. This is precisely where our water strategy comes into play. Turning to our external growth strategy on Slide 8. I would like to remind you that this acquisition fits perfectly with the De Nora M&A framework we outlined in March. At the same -- at the time, we set out a clear direction to accelerate growth through targeted acquisitions based on 3 key pillars: first, enhancing downstream integration along the value chain, enabling us to deliver high value-added end-to-end solutions and move closer to the final customer. Second, expanding into new strategic high-growth markets such as semiconductors and critical raw materials, while strengthening our global geographical footprint. Third, acquiring technologies and references that reinforce our positioning across the value chain. BW Water ticks all those boxes. Now moving to our vision for the platform we want to build, I'm on Slide #9. In the water treatment space, our ambition is to build and scale a high-growth global platform that goes well beyond our traditional product business, evolving toward a more integrated and solution-driven model that combines product excellence with a strong customer-centric approach. Our objective is to deliver integrated technologies, solutions and services to critical water-intensive industrial sectors as well as to municipal drinking water and wastewater applications. To achieve this, alongside organic growth, we are pursuing a clearly defined M&A strategy across 4 key pillars: First, delivering end-to-end solutions consistent with the BW Water acquisition. Second, in the PFAS space, developing advanced destruction capabilities integrated with capture systems. Third, expanding our portfolio through additional technologies, also consistent with the BW Water acquisition. And fourth, acquiring digital and intelligence-driven capabilities. Within this strategic framework, BW Water represents our first cornerstone acquisition, laying the foundations for the next phase of expansion of our global water platform. Let me now turn to the growth opportunities. This acquisition enable us to capture new markets, leveraging BW Water's strong references and proven track record. Our 2 main focus markets are semiconductors and desalination, areas where water treatment is becoming mission-critical and customers are looking for reliable turnkey solutions. The semiconductor market continues to benefit from strong structural drivers led by artificial intelligence, cloud and data center expansion as well as rising semiconductor content in automotive and industrial applications. Alongside these trends, water treatment is becoming an increasingly critical enabler. This segment is currently valued at around $4.2 billion. On this, approximately $800 million is addressable within the scope and geographies of BW Water and De Nora with an expected 5-year CAGR about 7%. This growth is driven by the rising need of high-quality, reliable water in semiconductor manufacturing, where both water intensity and purity requirements are structurally increasing. The desalination market is also supported by strong long-term growth drivers, including rising water scarcity and urbanization. In this space, annual investment in water treatment are currently around $2.5 billion, of which approximately $700 million to $800 million is addressable within the scope and geographies of BW Water and De Nora with an expected 5-year CAGR of around 7%. In this market, BW Water offers a premium solution developed through a BW Group joint venture, floating desalination unit, a scalable, modular and flexible way to address urgent water needs and availability with a minimal resource footprint. Beyond these 2 core markets, we also see high-growth opportunities in mining, pharmaceuticals, food and beverage, cosmetics and other industrial applications where water constraints and tighter environmental standards are reshaping investment priorities. Across all these markets, water is shifting from a basic utility to a strategic resource, driving sustained demand for advanced treatment, reuse and process water solutions. Let me now briefly introduce BW Water. I'm on Slide 13. BW Water is a fast-growing provider of integrated water and wastewater treatment solutions. Founded in 2019 and headquartered in Singapore, the company has grown rapidly, both organically and through targeted acquisitions of technology-driven businesses with long-standing expertise. A good example is SafBon, a U.S.-based company with more than 30 years of experience in desalination. BW Water is currently part of BW Group, a leading global maritime group active in shipping, floating infrastructure and deepwater oil and gas production. BW Group will remain a customer through BW Elara, a 50-50 joint venture between BW Group and BW Offshore, which is developing floating desalination units, leveraging BW Water's desalination expertise, as mentioned before. BW Water has built a solid track record with Tier 1 clients across key end markets we discussed earlier. This is reflected in its 2025 revenue mix. Semiconductors accounted for around 43%, mining for approximately 31%, municipal markets for over 20%, largely driven by desalination projects and other industries for about 5%. Geographically, 2025 revenues were well balanced across Asia, the Americas and EMEA. In terms of footprint, BW Water operates 9 offices globally, supported by 2 manufacturing facilities, one in Germany in Klipphausen and one in Penang, Malaysia as well as an advanced engineering hub in Manila, the Philippines. The company employs more than 310 professionals with engineers representing over 30% of the total. It has a strong presence in Southeast Asia, where over 70% of employees are based. In April, BW Water reported a backlog of approximately $190 million with projects primarily located in Asia and in the Americas. EMEA represents a smaller share today, which gives us a clear opportunity to accelerate growth by leveraging our existing commercial footprint in the region. Now moving to Slide 14 for an overview of BW Water Solutions and Technology portfolio. BW Water has a complementary business model to De Nora. The company operates as an EPF player, engineering, procurement and fabrication, delivering turnkey solutions that typically do not include the civil works. Its capabilities span the full project life cycle from feasibility studies and process engineering to project management, fully integrated with procurement and fabrication. BW Water supports execution through installation and commissioning and also provides aftermarket services. The company offers a broad portfolio of industry-specific solutions, including desalination and high-purity process water treatments, such as demineralization and condensate polishing, designed to protect high-pressure and high-precision equipment. In addition, BW Water delivers specialized systems for ultra-high purity applications where water must be chemically pure and cannot contaminate products, such as in chemicals, pharmaceuticals, food, oil and gas as well as semiconductors and solar industries. The company also offers a full suite of wastewater treatment solutions, including biological treatment, serving both municipal applications and industrial processes and enabling water recycling and reuse within production cycles. From a technological standpoint, the company has proprietary clarification and filtration technologies, which are particularly effective in primary municipal wastewater treatment. Importantly, a key feature of BW Water business model is in its technology-agnostic approach. The company can select and integrate the most suitable technology based on each client's specific requirement, ensuring optimal performance and efficiency. Let me now turn to the strategic rationale for this transaction. I'm on Slide 16. The first driver is strengthening the De Nora Water technology through deeper integration across the value chain. As this slide shows, the 2 companies operate in highly complementary areas. On a stand-alone basis, each brings distinctive strengths. Together, they represent a clear strategic fit. De Nora brings a full suite of market-leading technologies, while BW Water adds strong capabilities in engineering, procurement and fabrication. To be clear, De Nora has already begun developing these capabilities, mainly in its plant in Japan. However, BW Water allows us to accelerate that process and build a fully integrated platform at a global scale. From a business model perspective, De Nora is primarily product and aftermarket driven, whereas BW Water focuses more on turnkey projects with a technology-agnostic approach. Combining these strengths allows us to bring together a product-centric model with a customer-centric approach, enabling us to offer tailored industry-specific solutions and better address increasingly complex customer needs. This will support a progressive improvement in De Nora Water Technology Systems profitability and allow us to capture opportunities that were previously out of reach. Moving to Page 17, where we show the combined global presence. Another key driver of this acquisition is the expansion of our geographical footprint, taking a meaningful step forward in scale and our global reach. Today, within Water Technology Systems, De Nora holds a leading position across the Americas, EMEA and Asia, including China, supported by our manufacturing plants and a well-established commercial presence. BW Water naturally complements this by adding a strong presence in Southeast Asia. This enhances our ability to win, develop and execute large-scale global projects, strengthens our proximity to customers in Asia and reinforces execution through dedicated engineering and manufacturing hubs. Looking at the KPIs on the left-hand side of the slide, this transaction brings De Nora close to EUR 1 billion in revenues on a 2025 pro forma basis with a balanced mix across regions. From an organizational standpoint, our total workforce will exceed 2,300 people, including around 700 in Water Technology Systems segment. We will also have a higher share of our workforce base in Asia with a strong concentration of engineering capabilities. This will be a key enabler, as we continue to move toward a more integrated solution-driven model and manage increasingly complex projects. The final key rationale of this transaction is our entry into new high-growth markets, complementing the end markets where De Nora already has a strong position. With that, and before the final remarks, I would like to hand the floor to Luca for a review of the cost and revenue synergies.

Thank you, Paolo. Let me turn to BW Water profitability on Slide 19. The current level of normalized EBITDA does not fully portray the underlying potential of the business, as it reflects a phased focus on top line growth and market positioning with less emphasis on margin. Going forward, we will focus on tighter project execution discipline, stronger risk management and cost control to better balance growth and profitability and gradually improve margins over time. De Nora brings proven execution excellence in managing complex projects globally, which we expect to transfer to BW Water. While the technical scope differs, the project dynamics are similar, enabling an effective transfer of best practices. The combined entity will also focus on developing and fully leveraging aftermarket opportunities from its installed base. Overall, we are confident we can improve BW Water's profitability and gradually move its EBITDA margin closer to the levels of our Water Technology business. In parallel, through the combination of BW Water and De Nora, we expect to create value through both cost and revenue synergies. At this stage, we have identified around $7 million of annual synergies across the 4 levels outlined on this slide. First, procurement efficiency. By integrating purchasing, we expect to improve sourcing terms and streamline supplier management. Second, G&A optimization. We see opportunities to unlock value through the combination of our platforms, including the strengthening of governance and processes. Third, engineering and fabrication. We will leverage BW Water engineering capabilities in the Philippines and Malaysia to support our water division, reducing overall project and engineering cost. In parallel, we will use BW Water fabrication capabilities to in-source selected assembly activities, improving both efficiency and execution. Lastly, footprint optimization is a more gradual level and is not fully reflected in the initial $7 million, but we expect it to provide additional upside, as the integration progresses. Turning to revenue synergies. We expect this to build progressively, driven by cross-selling opportunities, a broader offering and the integration of our technologies within BW Water Solutions. In particular, we aim to leverage De Nora's commercial footprint, especially in the Middle East and North America to support BW Water's integrated solution offering and originate additional projects across municipal desalination and selected industrial applications. We also plan to expand our filtration portfolio by adding BW Water's Hydro-PAQ and Hydro-FIL products to the TETRA range and by introducing them into the North American municipal market through De Nora's existing channels. In addition, we expect to accelerate our penetration in Southeast Asia by leveraging BW's Water local fabrication and service presence, strengthening aftermarket services on the installed base and improving win rates on new projects. Finally, we plan to broaden our offering with complementary membrane-based solution, supporting incremental aftermarket and retrofit opportunities. Overall, these initiatives are expected to support revenue growth, reinforce the combined water technologies platform and deliver additional profitability benefits, underpinning structurally higher margin levels, while strengthening our competitive positioning. With that, I leave the floor to Paolo for the final remarks.

Thank you, Luca. To wrap up, we are delighted to welcome BW Water into the De Nora family. As we have explained throughout this call, this acquisition will enable De Nora to create a scalable global platform to integrate -- for integrated water solutions, add high-growth water-intensive market sectors, expand core capabilities to drive growth, promote sustainable water use to address water scarcity and contamination challenges. And finally, as Luca said, to increase the De Nora Water Technology Systems operating profitability over time to structurally higher levels when the combined platform reaches full cost and scale synergy potential. Thank you for listening. We are now ready for answer -- to answer your questions.

[Operator Instructions] The first question is from Vincenzo Antonio Di Buono, Banca Akros.

Yes. Two questions from my side. The first one is on funding. Could you provide more details on the cost of debt related to the term loan facility used to finance the acquisition? The second one is on growth outlook. Given BW Water's strong revenue growth in recent years, do you see this pace of growth continuing beyond 2026? And the last one is on CapEx. I mean it's just to know if there are any extraordinary CapEx required to integrate the 2 businesses?

Yes. Thank you, Vincenzo Antonio. So with regard to funding cost, so we prefer not to provide specifically the cost of funding for the transaction, but it's in line with our cost of funding. Globally, let's say, the cost of funding for the group, the gross cost of funding is below 3%. So it falls within the entire cost of funding of the group. So the acquisition does not require CapEx. It's definitely irrelevant. In terms of pace of growth, it's in line with the trends that we already provided with regards to the business, specifically with the water, which is mid-single-digit growth for the next years.

The next question is from Matteo Bonizzoni, Kepler Cheuvreux.

Two questions. I would say, one is a strong growth, 40% expected revenue growth this year. Where is coming from? I suppose semiconductor are a key contributor, but maybe can you help us understanding more across geographies and end markets where this 40% growth is coming from and also the historical growth trajectory of this company? Also, can you mention any particular, I don't know, market share or flag the competitive arena in semiconductor or desalinization? Second question is on the margin and margin target. So the margin is particularly low as a starting point with 4% EBITDA margin. If we sum up this $7 million of synergies, we nevertheless reach around 10%. But you have said that ultimately, your target is to reach a margin not far from the water business, which is much higher. So currently, it's particularly high, 25%, including food. But I mean, there is a little bit of a gap, which I would like to understand between the margin, including the synergies, which seems to be around 10% more or less. And what you have said that you aim ultimately to reach a margin much higher than that?

Yes, Matteo, in terms of growth, the company is quite a young organization. They've been focusing for sure, as we said, on semiconductor, that is really a very interesting trend and there is a lot of reshoring. So they won and they are winning very, very important projects around the world in this new business. And then, of course, they have been also focusing on mining, on desalination. So definitely, they are working on sectors that they have a very nice growth trajectory and the competence of these people in providing engineered solution is really excellent. So they've been able to conquer the trust of the customers there.

Yes. Matteo, with regard to margin, the idea is to bring the level of BW Water margins to the level of WTS, definitely not to the level of the water division entirely. So you know that we do not provide specifically the margin -- the split of the margin between pools and WTS. But you know that, let's say -- I mean they are close to the -- they are low double-digit. So this is the level that we want to reach with BW Water through the, let's say, actions that we explained in the call.

[Operator Instructions] The next question is a follow-up from Matteo Bonizzoni, Kepler Cheuvreux.

Yes, a general question. We know that you are in general acquisitive in water. So just to know this is one of the -- I guess this is one of the targets which you were looking and you remain sort of acquisitive for the next few months, yes or no?

Yes.

[Operator Instructions] Gentlemen, there are no more questions registered at this time. I turn the conference back to you for any closing remarks.

Thank you very much for listening, and see you soon.

Thank you. Ladies and gentlemen, thank you for joining. The conference is now over, and you may disconnect your telephones.