Precise Biometrics AB (publ) ($FINGB)

Good morning, everyone, and thank you for joining today's investor call. Earlier today, we announced the proposed merger between Precise Biometrics and Fingerprint Cards. And Adam and I really appreciate the opportunity to walk you through the strategic rationale behind the proposed merger. Before we begin to practical matters, participants will be in listen only mode during the presentation, and you're welcome to submit questions via the webcast chat. We will then address in the Q&A session at the end of the call. Before we jump into the presentation, let me briefly introduce ourselves and the companies. I'm, Joakim Nydemark, and I've been the CEO of Precise Biometrics since 2023. Precise is a global provider of biometric and authentication software as well as solutions for visitor and access management. Our software is used in a variety of products, business segments, including mobile devices, access and visitor management systems and government identity programs. Please, Adam.

Thanks, Joakim. Just like Joakim, I joined FPC in 2023 as well to drive significant transformation and with the objective of building a scalable identity company. FPC are a trusted Swedish biometric technology leader. What Joakim and I will do today is we're going to walk you through the strategic rationale for combining our companies. We're going to talk about the opportunities created by this merger. We're going to talk about the expected financial and operational benefits. And then finally, we'll talk about the transactional structure and time line. So back to you, Joakim.

Thank you for that overview, Adam. And at its core, this merger brings together 2 highly complementary companies and creates a global leader in biometrics and identity. With this merger of equals, we will create a combined business with a stronger offering, strengthen commercial reach, realize meaningful synergies and establish a profitable foundation with necessary scale for future organic growth and consolidation. Also, the timing for this merger is perfect in several ways. The evolving global security landscape is driving the demand for biometric security solutions where the combined company can provide a stronger and more attractive offer. We also see that the fragmented biometrics industry creates a clear opportunity for consolidation. Another factor is where the companies are right now. So Precise has a strong platform in biometric software and algorithms as well as access and visitor management solutions, whereas FPC has successfully transformed into a biometric hardware and system provider in high-value segments. Altogether, this creates a very strong strategic fit between the two companies. Let me continue with a brief overview of the transaction structure. So the shareholders of FPC will receive 9 Precise shares for each FPC share. This means that current FPC shareholders will own approximately 47% of the combined company. We also see significant opportunity to realize cost synergies through the merger of at least SEK 45 million. The transaction launches today, meaning that both boards have jointly signed a merger plan, and the next step is for shareholders to vote for the merger on EGMs in both companies planned for around May 6, 2026. You can also read the full terms and further details of the transaction in the joint press release available on both our websites. There are 4 very strategic rationales to combine these 2 companies. And I will now briefly walk you through each one of them. We will then, in the following slide, provide further details on each rationale. Number one, meaningful cost synergies. This is about operational efficiency and a company with a stronger financial profile. The merger enables us to streamline overlapping functions and optimize the combined organization. We have identified annual operating cost synergies of at least SEK 45 million, and these efficiencies will come from consolidating administrative functions, optimizing systems and tools, and streamlining commercial operations. This creates a leaner cost base and improved profitability, enabling a potential of double-digit EBITDA margins for the combined company. Number two, complementary offerings. In simple terms, this transaction brings together 2 highly complementary companies with great and creates a stronger and more competitive biometrics identity company. Precise brings world-class biometric software and algorithms. FPC brings hardware expertise and biometric sensors embedded in devices worldwide. Together, the combined company will offer integrated hardware and software solutions spanning physical and digital security as well as multiple biometric modalities, including fingerprint, iris, face and palm. For customers, this means that they can source a broader biometric solution from a single provider rather than integrating multiple vendors. This increases customer relevance and stickiness, strengthen confidence among partners and improve win rates. Number three, expanded commercial reach. Both companies already have strong global customer relationships with different footprints and different customer segments. By combining those footprints, we gain a broader geographical coverage and better access to key customer groups. Another important benefit is that the joint solutions allow us to capture a larger share of the customer wallet. Number four, platform for industry consolidation. This is also about strategic positioning within the industry. The biometrics and identity market remains highly fragmented with many companies possessing strong technology with limited scale. The combined company will have the scale, the capabilities and the financial profile to play an active role in industry consolidation. Once the integration is complete and synergies realized, we will be well positioned to pursue selective acquisitions that expand capabilities, but also strengthen the platform further. Taken together, this merger creates a global leader in biometrics and identity with stronger commercial reach, improved operating efficiency and positioned for future growth and consolidation. Let me briefly illustrate what the combined company looks like financially. On a pro forma basis, Precise and FPC together generated SEK 156 million in revenue in 2025 with a negative EBITDA of SEK 19 million. One of the key benefits of the merger is the opportunity to create a more efficient operating cost base. We have identified annual operating cost synergies of at least SEK 45 million, which will come from consolidating overlapping functions and optimizing the combined organization. As these synergies are realized, the combined company is expected to deliver double-digit growth and EBITDA margins, where the adjusted pro forma 2025 shows 17% EBITDA margin. So in essence, the combination gives us greater scale, a leaner cost base and a clear path towards profitable growth. So looking at the synergies in more detail, the majority is expected to come from reducing administrative overlaps in the combined company and to consolidate overheads such as offices and other external spend. Furthermore, we will be able to optimize the software team and create an even stronger and more focused development team. We can also optimize our commercials and sales coverage across products, customers and geographies to drive better efficiency and scale. When fully realized, the synergies are expected to reach at least SEK 45 million in annual cost synergies, equivalent to roughly 30% of pro forma revenue, which will enable double-digit EBITDA margins going forward. Implementing these synergies are expected to incur onetime costs of around SEK 25 million with the majority to be realized during 2026. And now I hand over to Adam, he will explain in more detail the complementary offerings, new joint capabilities and expanded commercial footprint.

Thanks very much, Joakim. So as you've heard from Joakim, these are two very complementary businesses. We're in a similar space, but together, we can offer a more complete portfolio. We can get into more markets with more choice with potential for cross-sell and upsell as well as those cost synergies that Joakim has spoken about. And if we break that down a little bit to look at the two companies side by side and then what new co will look like, we can see that complete portfolio. We can see that combination of including hardware and software plus biometric management on the product side. From a platform perspective, both companies have embedded capabilities. On the FPC side, we've had a strong secure element capability as well, which is critical to high security use cases. And on the Precise side, incredible cloud capability also. So really offering this end-to-end architecture to offer more choice and address new use cases as well from a platform perspective. On the market side, we're in many markets, some similar markets that we're in, such as enterprise and then some different markets we're in as well. So as we look at that together, a broad set of use cases can be delivered, and there's a great cross-sell and upsell opportunity as well. And the same is true for modalities. Again, similar places with fingerprints, albeit offered in different ways, but also face and palm on the Precise side and of course, iris on the FPC side. And so as we think about what this means, it allows us to offer more choice to our customers, more flexibility to our customers and actually deliver some of the triangulation that we've spoken about in the past where customers -- single customers want multimodality for improved accessibility or improved identity and security outcomes. So really powerful complete multimodal platform. And then finally, from an access coverage perspective, there's a really nice synergy here. Both companies are in the digital access space and the physical access space. Digital, we sometimes call logical access. But as you think about that, there's a really nice synergy between the two companies to offer more into that space and to be able to span from digital into physical as an end-to-end identity use case. So really powerful complementary business platforms. And then as we think about what we will be able to do in the future, I've just spoken about what we can do day 1. Let's talk a little bit about where we can go together with this complete suite of capabilities because what we can jointly offer is high efficacy identity. And as we've spoken about in our earnings calls and as we've spoken about on LinkedIn and our public communications, the biggest cyber threat today is in identity. Cyber is really starting to focus as a market on identity. We talk about how actors don't hack in, they log in. We talk about the shift to passwordless. And so this hypothesis is to serve each of these markets together. That's the initial hypothesis. The future hypothesis is to unify them. How do we go from physical security into digital security as a continuum rather than isolated ways of identifying identity. So a really powerful play as we think about that. Think about it as you come into the office, you use your biometrics to access and enter the office and then you use your biometrics to log in. If we can bring all of that together, it's an incredibly powerful play that nobody is doing today. So lots of potential in the future. Also potential to blend in what we're doing with enterprise and consumer markets. Consumers have technology that they use to log in, in the workplace. So some really powerful things we can do to unify that market also. And then blending our capabilities to deliver a really strong biometric stable of enhanced security that allows us to drive upsell, allows us to drive cross-sell, allows us to drive new logo business as well, leveraging this broad complete suite of products and the joint expertise that both companies have. And it doesn't end there. That's a little bit on the product capability as we think about the commercial capability we have as a single joint organization, it's very complementary from a global presence and from a skill set perspective. FPC have got good coverage in the United States, slightly more coverage from the Precise side in Europe. And then both companies have presence in Asia. So a really nice complementary way for us to leverage the complete sales organization across the two companies into one unique coverage model. What we also do in terms of what we then sell to those customers, I talked about the product just a second ago, is we can increase customer choice. We can increase deal potential. Let me give you an example. A client may say, yes, I want to have fingerprint biometrics, but I've got hardware covered. I just need software. We can now do that together or the customers may say, I need a turnkey solution. I don't want to take -- to bring loads of components together. I want a turnkey system in hardware. We can do that, too. So together, we can offer more choice than we could offer individually. And therefore, it becomes this complete portfolio that allows us to drive wallet share, not just accessing deals that we may not otherwise be able to access in isolation, but actually adding more value to those customers. I'll give you another example. A FPC, we have some customers who sell point of sale. And in that, we embed fingerprints for workforce login. But they're also starting to look at palm, both for their workforce and for payments. Together, we can now do that and offer a complete solution into those types of use cases also. We can also increase our win rate. We've got a fuller set of needs that we can offer. We can improve our win rate as well as the wallet share. We can have more flexibility to compete in different ways, as I've said, whether it's hardware, software or multimodal. And of course, we can drive cross-sell and upsell. Again, let me give you some examples of how that might work. Today, Precise have a really strong solution for both visitor and workforce use cases. Today, they come in and authenticate with their face. What we may have in future is it when they want to get access to high-risk facilities like a data center, for example, or a server room, we can use Iris to do that. So we can upscale the security required in that type of use cases. We can augment it with smart cards that everybody has to access the office. We can put biometrics on there as well. So lots of different ways that we can augment one another solution to offer a more complete package and drive up the overall deal size with our clients. And so as we think about what this creates as a leading platform, we have an opportunity to create a unified complete leader. Today's market is extremely fragmented. Lots of small players, lots of subscale players doing things in this space. And customers are often forced to stitch together multiple solutions. They have to wear the risk and the complexity because there's no player who combines the full stack across hardware, software and identity. And that's the gap that we're going to fill here. And so by combining this, we're not just adding scale with a really strong company, we're adding an integrated platform that connects both physical and digital in one seamless continuum. And that fundamentally changes how we compete, how we serve our customers and how we address this massive need that exists for identity today. So it really changes our win rate. It changes how we engage at a more strategic level within our clients and increases our relevance with both existing accounts and into new accounts as well. So this isn't just about product combination. It's about strengthening our position as an entity and driving more efficient growth. But there's an opportunity to do even more of this. So let me hand over to you, Joakim, just to talk a little bit about where else we can go in the future.

Thank you, Adam. Yes. So inorganic growth and industry consolidation is for sure, an important part of the strategy for the combined company. And the biometrics industry remains highly fragmented with many specialized technology companies operating at relatively small scale. And the merger between Precise and FPC represents the first step in building a scalable foundation in biometrics and identity capable of participating in industry consolidation. Going forward, we see 2 primary types of acquisition opportunities, portfolio consolidation and capability expansion. When it comes to portfolio consolidation, these are typically established niche companies with proven products and market validation. Often, they have a strong technology and they have a customer base with limited ability to scale independently. These types of acquisitions would create value through integrating their products into our product portfolio, leverage our global go-to-market platform, but also to realize cost synergies and operational efficiencies. When we look at the capability expansion, these are smaller specialist teams with certain IP expertise and complementing solutions that will add value to our product portfolio and customers. And the value here is more of strengthening and expanding the platform technology capabilities, accelerating the development of new solutions, but also adding expertise in new technology areas. So in both cases, the objective is the same: expand the capabilities, strengthen our product portfolio and scale through global commercial reach. We have recognized the value of both companies and view this as a full partnership and merger of equals, which would not be possible without contribution from both parties. FPC shareholders will receive 9 newly issued Precise shares for each FPC share. Precise shareholders will own approximately 53% of the combined company and FPC shareholders approximately 47%. The merger consideration of 9 Precise shares per 1 FPC share is based on current market valuations of the companies with certain premium to FPC shareholders, which is customary in these situations. Following the completion of the deal, we intend to raise SEK 110 million through a rights issue, and this is to accelerate growth, capture identified synergies, but also support continued expansion of the combined company globally. So looking at the timeline of the merger. So the merger was announced today and merger information documents will be published ahead of shareholders' meetings. Extraordinary general meetings on both companies are expected on or about May 6, 2026. And subject to approvals, the merger is expected to complete mid-July. The rights issue is expected to follow shortly after completion. So Adam, let us summarize this transaction with some key takeaways for today's listeners.

Very good. So as you've heard, this merger creates a strong, profitable and growing biometrics leader. We've got complementary technologies, and we've also got complementary high-scale commercial reach and all of that underpinned by really meaningful cost synergies. So we think this merger creates an incredibly strong biometrics platform with a complete portfolio of capabilities that span all the way from a physical identity interaction, all the way into digital security as well as visitor and access management in the cloud with the scale we need to enable profitable growth. So Joakim, let me hand back to you to close this out.

Thank you. So we are convinced this transaction enables accelerated growth, strong EBITDA margins and creates a compelling platform for long-term value creation. And we are very excited about the opportunities this will bring. So with that, we are happy to take your questions. And we have a moderator, Stefan, who will drive the Q&A session. So over to you, Stefan.

Thank you, Joakim and Adam. So we've received a few questions. And the first one is maybe for Adam. Could you explain a bit more about what new commercial opportunities that open up when you combine your offerings? What new segments you can target together? And maybe you can give an example.

Yes. Thank you, Stefan. So I mean I think there's quite a bit in that question. There's a little bit around what we can immediately bring and then there's a piece around the longer term as well. I think about it in different settings, I did this work on a day in a life as you follow somebody through their life and how biometric identity is important throughout that process. But just to simplify it in the interest of time, think about when you're at home, you can unlock your burglar alarm, you can unlock your doors, you can identify yourself in the car today. Both companies are able to provide solutions to be able to do that and expand the smart home, if you like. So there's opportunities in the personal private setting. There's the office setting. You heard from Joakim that these solutions Precise offer around visitor and workforce management as well. I talked a little bit earlier about how we can scale up security for high security use cases such as iris giving access into high secure facilities, whether that's within a standard office or whether it's a specific facility that itself is high security, opens up new opportunities for us. And then again, back to the personal setting, think about in a commercial environment, purchasing, you go out for lunch, we can use smart cards for payment. We can use palm for payment. So again, lots of different variety and choice that we're able to offer our customers whilst remaining highly secure. So these are all more immediate opportunities. Beyond that, I talked about how we can combine physical and digital security together. So we're collating that data to not to say, not only can I see that you're logging on to this application with your biometrics, but I already know where you are because you've entered a building and I have that data, too. Extremely powerful information that we can use to improve security outcomes.

All right. Thank you, Adam. And Joakim, you've worked together historically. Why does this transaction come only now?

That is correct. And I think the short answer is that, well, timing is everything, right? The biometrics and identity market is fragmented with many businesses with strong technology, but limited commercial reach and insufficient scale. And that creates clear benefit for companies with scale, and that is what we are building with this merger. We can also look at where the companies are right now. So Precise has a strong platform in biometric software and algorithms and working within access and visitor management solutions, whereas FPC has successfully transformed into a biometric hardware and system provider in high-value segments. And that is where Precise is acting as well. And this altogether creates a very strong strategic fit between the companies. Also, I think the timing was good to realize significant synergies, which creates a foundation of profitable growth and consolidation.

Thank you. And Adam, can you work on any new innovations through this transaction, for example, in AI? And if so, can you give an example?

Yes. I would say a couple of things. We talked earlier about joint capability. We've got really complementary engineering capability. So one thing I'm looking forward to is seeing when we get those guys together what new ideas and what creative capabilities they can come up with. So I think we've got a really powerful innovation engine. And when we put it together, I think it's incredible. As I think about innovation and the question, I think, was specific about AI, of course, we'll continue to innovate and accelerate innovation because we'll have more working capital to deploy. But specifically as it relates to AI, there is already AI in both products. Both companies use AI to improve performance, both companies use AI for anti-deep fake and anti-spoofing, but I see more innovation on the table in future. As I talked about the combining physical and digital security in one continuous process, that means there's more data available. And when there's more data available, there's more structured data that we can use to target towards AI for smart decision-making, for example, for anomaly detection, detecting things that don't seem within the realms of normal. For example, you're logging on from one country into a building and then you're logging on to an application when your IP address is somewhere else. Those are really smart things that we can start to do at scale using AI. So I see lots of opportunity for enhanced innovation, but I'm particularly excited about when we get our incredible teams together to explore what they can come up with also.

Thank you, Adam. And another one for you maybe. There are still much larger players in this industry. How do you see yourselves competing with them after this combination?

Yes. I mean it's -- I'd say a couple of things on that. Yes, there are some larger players. But I think by combining our company, we become a larger player than either of us was individually. So that creates a much stronger, much more stable company as a platform that we can then pivot growth of. So I think it creates a much more powerful organization. We talked about having a more complete solution that thereby we can serve more of our customers' needs and offer more choice and drive more cross-sell and upsell, and also deploy more capital in pursuit of additional growth opportunities. So I think this puts us in a much stronger position. But the other thing I would say is there are also many smaller companies in this space also. And so something that Joakim talked about towards the end is this gives us a really powerful platform, but we can also build on top of that platform by driving additional consolidation in the market as well and continuing to improve the portfolio and continuing to improve the EBITDA position of the net company also. So I think there's some really nice opportunities out there to continue down this path.

Thanks, Adam. And Joakim, what are the key revenue synergies that you're targeting?

Yes. So we certainly see significant opportunities to cross-sell and upsell to our combined customer portfolio. And I see that the combined company will have a much broader offering, including hardware, software and turnkey solutions that we can combine in new offerings towards both existing and new customer segments. One example could be, and Adam touched on this earlier regarding iris and iris recognition. I think that is a really interesting area where we can complement each other's modalities in physical and logical security, but also within payments, for instance. Also really high security access and to enable multifactor authentication is a really exciting area to explore. So a lot of synergies and opportunities in that sense for sure.

Okay. And when do you expect these synergies to be fully realized?

So we have launched sort of the merger plan today, and there will be an extraordinary Board meeting -- sorry, extraordinary shareholders meeting. But then in parallel with that, going forward, we will have an integrated -- integration plan for what's coming. and we will start executing on the synergies immediately after completion of the transaction here during the summer. We expect this to be at full run rate during 2027.

Thanks very much. And let me hand back to you then for any closing remarks that you may have.

Yes. Thank you, Stefan. And so this was the end of the Q&A session. And I would like to just say that if you have any outstanding questions, please reach out to our investor contacts available on our respective websites. And with that, I would like to say thank you, everyone, for tuning in today. We are really excited about this merger, and we very much look forward to the journey ahead of us. Thanks again for joining, and goodbye for now.