Schneider Electric S.E. (SU) Earnings Call Transcript & Summary

February 13, 2020

Euronext Paris FR Industrials Electrical Equipment m_and_a 60 min

Earnings Call Speaker Segments

Operator

operator
#1

Dear ladies and gentlemen, welcome to the conference call of Schneider Electric S.E. and RIB Software SE. [Operator Instructions] May I now hand you over to Amit Bhalla, Head of Investor Relations at Schneider Electric S.E., who will lead you through this conference. Please go ahead.

Amit Bhalla

executive
#2

Well, thank you, operator. Hello, and welcome, everybody. Thanks for making this conference call to share the details around the offer that Schneider Electric intends to launch for RIB Software, which has been announced this morning. The press release and the presentations are available on the website and through the wire as well. This is a joint call so we have the managements of both companies represented. So from Schneider Electric, we have Jean-Pascal Tricoire, Chairman and CEO; Emmanuel Babeau, the Deputy CEO and CFO; and Philippe Delorme, Executive Vice President, Head of the Energy Management Business. For RIB Software, of course, we have Tom Wolf, CEO, together with his colleagues, Michael and Mads, the CFO and COO. The presentation will be followed by a Q&A session. And we will -- let's kick it off now, and we'll come back then for questions. So let me hand over to Jean-Pascal to take us through the transaction.

Jean-Pascal Tricoire

executive
#3

Thank you, Amit. Hi to all of you. Well, I'm in Asia at the moment for business reasons, and unfortunately, I cannot be in Stuttgart. Today, on the Schneider side, I'll let most of the mic to Philippe Delorme, who is in charge of Energy Management and has been the project manager of the offer on RIB; and Emmanuel Babeau, that will be -- with whom I will be sharing a lot of this presentation. As an introduction, because I think this move is really important and strategic, I would like to emphasize a few points. The first point is that the offer we launched on RIB today is very logical. Both Schneider and RIB are working to make the building, the construction industry smart and digital and therefore, to make it efficient and sustainable. If you remember, in the industrial environment, we've been building an integrated software suite with AVEVA, bringing together our portfolio of operations software together with the design and build software suite of AVEVA to create the new AVEVA. No need to say that that bridge between the build and the operation world has proven very unique and very convincing and very successful for our customers. In the building and data center environment, we at Schneider have been developing organically a portfolio of operational focus, software and digital services, cloud-based mostly. We call them the advisers, if you remember, Power Advisor, Building Advisor, Resource Advisor, which we have been growing steadily. What we contemplate doing with RIB is to do in buildings what we have done in industry with AVEVA, bridge digitally the world of construction with the world of operations. And one thing probably to be noted is that building is much less digitized than the industry. So the potential of that market is very important. Second point I'd like to make is that we confirm with this move our development in software. But it's important to integrate that we do it in a very calculated and surgical manner. We do not intend to cover the complete value chain of digitization. We are not obsessed by the size of our software business. We are just obsessed by the value we bring to our customers and by the value we can bring to the software companies that join us. That means we have, at Schneider, to be able to bring new things to the companies that join us. And of course, we're obsessed by the value we can bring to our shareholders and their shareholders. So we want to be extremely precise in the blocks we add to the portfolio. Particularly, we do not go into building design where the market is well catered with big names. We want to partner and we already partnered with those names. We point exclusively to the places where Schneider has a strong customer access and where the software solution has a strong link to our operations software. From that point of view, RIB brings 2 important addings to our portfolio: the functionality we didn't have and that all of our customers, building professionals, contractors, will digitize in the future, a software platform for planning, costing and real-time construction monitoring; and second, of course, a focus on the building space, which is important, which AVEVA does, but which is not at the core for what AVEVA does. Third point I'd like to emphasize is that I'm very excited because we can bring a lot to each other. And especially on Schneider side, we wish to bring to RIB the credibility of the name of a large company on the international sales network, which RIB has been building with a lot of effort and dedication over the past 2 years, but certainly, this has needed a lot of resources. We believe that our alliance will allow RIB to focus its development and growth on adoption of iTWO, MTWO, particularly its cloud platform. Fourth point I'd like to emphasize is that this operation is led by Schneider and not AVEVA because of the priority to build fast synergies with the building and energy management part of Schneider, which is residing into Schneider; because of the common focus on BIM that we have at Schneider and at RIB; and the will of the RIB management to stay specialized and associated to the future of the new RIB within one identified company. But you also realize that the structuration of -- that we propose respects our principle for software. Keeping RIB as one company to guarantee customers' agnosticity from hardware and guaranteeing our employees and associates the specialization of the company in the field of software while still benefiting from strong links with Schneider. Finally, I should say that Schneider and RIB have a common point. We have strong European roots, but we have been -- we have bid for a long time on the strong development of Asia, especially in construction. So Tom, I, Philippe are living in Asia, and we have been discussing with each other for a long time on what we announced today has been the result of multiple and long-lasting discussion between the teams of RIB and the team of Schneider to assess the convergence on the compatibility of our culture. Now I'd like to move to the slide presentation, and I'm moving to Slide 2. So the highlights of this announcement are pretty simple. We are on a journey to build leadership in digital and sustainable smart building solution, which is an objective that both companies have in common. We want here to enable end-to-end building life cycle offering. Financially, we aim to be accretive to -- in adjusted EBITA margin in 2021. We offer a very attractive premium of 41% on the last closing price from 37% premium on the last 3 months. 16% of the shares have been committed by the shareholders -- by some shareholders of RIB. The deal is fully supported by RIB Board, and the RIB management will continue developing their company in their roles. Going to Slide 3. I'll remind you that our mission, our purpose at Schneider is to lead digital solutions for efficiency and sustainability, converging the world of energy and automation. And of course, what we are talking about today is geared to buildings and data centers. Moving on to Slide 4.. And reminding you what I introduced you to in June last year during our Investor Day. We proposed a superior solution at Schneider because we propose a combination of 4 integration: the one of energy and automation; the one from end point to the cloud, which is ecostructure; the one from building and design to operate and maintain the life cycle integration, which is at the core of RIB and Schneider going together; and finally, the integration from a traditional way of managing a company side-by-side to the integrated way of managing the company. So here, what we are talking about is about point 3, life cycle integration. And Slide 5, you remember that a bit more than 2 years ago, we created the new AVEVA, doing that integration of the life cycle for industry and infrastructure in engineering and industrial software. What we are going to talk about later or today is about doing that for the buildings that we see all-digital and electric and where we keep building a software portfolio. So now I'd like to hand over to Philippe. Philippe, are you online?

Philippe Delorme

executive
#4

Yes, I am. Thank you, Jean-Pascal. So just to keep building on everything you said, we're going to try to go one level down and evidence it with a few specifics. So Page 6. So we are a technology company, and our goal with our customers is to drive efficiency and sustainability. I'm leading Energy Management, which has a very strong core business, and we've heard loud and clear the fact that we -- our shareholders and actually our customers saw an opportunity for us to further expand into digital and into software. And the more we did that, the more we made quite a bit of work to map the different options and as Jean-Pascal said, be surgical on where to go. We really realized that to be relevant, we needed to be on the full life cycle with our customers to drive the right innovation. So if we go at Page 7 and try to really position the different offers. So Jean-Pascal was telling you guys that in the industry, we created what we call that layer 3, the digital layer, with AVEVA and actually also joining force with what came from, at that time, Invensys and Schneider on the operate and maintain. And actually, what we are doing -- what we are aiming to do today with RIB is very similar and it's a parallel path in the building space. So we have a core technology in connected products, in edge control. We build organically a fantastic actually set of technology and operation and maintain, our advisers, our digital services driving power reliability, HVAC optimization, asset and sustainability. And we clearly saw an opportunity to expand further, looking the full life cycle at the build phase. And that's exactly where RIB fits, which is building a very complementary -- or bringing a very complementary offering in construction software that allow Schneider Electric to bring a full life cycle experience to our customers, driving sustainability and efficiency. And you see in that slide, partnership with other players in design because, indeed, we believe there are big names in that space. And we've tried and we've worked with these names to really plug and make sure that we would build the best complementarity with those people. Now if we go on Slide 8 and really look a bit at the big picture, what are the customer needs and the market opportunity. Again, if we make the parallel to the previous page, we, at Schneider, have been pretty active on the OpEx phase, driving energy efficiency, and that's something that we've been talking about for the past 10 years at minimum, asset efficiency. So our value proposition is very strong here. But actually, there is equal, if not greater, value proposition to be delivered at the CapEx phase. 90% of the construction project run over cost. There is a lot of waste, 30% waste, which actually is related to the fact that we are at the beginning of the digital journey. And there was a McKinsey survey that was showing that the more digital, the more efficient. But when we look at the whole industry, we believe that, at best, that the users in this industry are digital at 5%. And that's the very best because in most countries, it's actually more around 1% and 2%. So all of this shows that we are at the tipping point of really a massive deployment of digital technology in the whole construction and this is -- so we see, therefore, a double-digit market growth opportunity, and we believe RIB is ideally placed here with the support of Schneider to expand this capability. So I'm going to pass it to Tom. Tom, you're the Chairman and CEO of RIB. So tell us about your company.

Thomas Wolf

executive
#5

Yes, thanks, Jean-Pascal and Philippe. I could not agree more with your words and your strategy. And our vision from RIB is to digitally transform the building and infrastructure industry into most advanced industries on our planet and to create next generation of living. And this means we are working very hard hand-in-hand to reach a carbon-free and sustainable living space by 2050. And this is such a big task where I believe joint forces is the best way to reach this very, very important target. And RIB is positioned as a global market leader in digital transformation of this industry. We are more on the build sector. We are not on the design sector. We are on the build sector. And here, we have reached a leading position. And when you look deeper in RIB, we are the cost guys. So we are world champions when it comes to cost and time. So we are combining, in the future, 3D design with cost and time to come to a real 5D solution, which allows in real time to monitor projects and this is not only on a project level but on an enterprise level because all our industry players are thinking about how to digitally transform their business, and here, we try to bring the best solution. And the best solution means today cloud platform only the re-platforming of the software industry is ongoing. And we have created a cloud platform, which is now rolled out worldwide, but we have also a competitor from Silicon Valley who are employing 1,000 salespeople to win the market. So we had to join forces to make sure that our platform, our cloud platform, can really win this competition. RIB at a glance, we are founded in '61. We are maybe the oldest worldwide software company in the construction vertical. We are headquartered in Stuttgart, but we have also an international headquarter in Asia, and we have around 2,700 employees -- increasing employees very, very fast. We have the most people on the count in our sector. We are working in 26 countries with 100,000 clients, and we have already 500,000 users who are daily using our technology. Our revenue is around EUR 214 million in 2019. We announced numbers today. And our EBITDA is 23% -- or a little bit more than 23% or EUR 50 million. We have 2 products, one is called iTWO 4.0, which is a completely cloud platform, which can be implemented within 48 hours because we are also offering infrastructure as a service because a lot of companies in this fragmented market are not big enough to have their own infrastructure. Here, cloud helps. Therefore, we have a partnership with Microsoft in the go-to-market. Now with the Microsoft on one side and Schneider on the other side, we believe we are now superstrong in winning this market. But I want to hand over now to...

Philippe Delorme

executive
#6

Thank you, Tom. So clearly great capabilities. And if we are back to customers, one thing that actually we find very compelling is that we are talking to the same customers. These customers are end users, they are contractors with a general contractor, mechanical, electrical contractors. And the great thing here is that Schneider has a huge customer base, partners and really end user customers. And what we did over the past months was to talk to our customers about the RIB capabilities and see how they would react. And I would say 2 things I retain are very striking: one, extremely excited by the value prop and what it would bring for them. So you have on Page 11, a few examples: a large homebuilder for which RIB would allow a clear improvement of its hit rate by being much faster to respond and much more accurate to respond to quotes; a co-location data center provider that's today using Excel, I'm not going to name that company, to do the whole project estimates and for which using RIB would mean a 40% productivity improvement; and/or a large general contractor for which using RIB costing module would mean 60% improvement of cost accuracy and actually, behind this, much more efficiency into doing this business. That's just a subset of customer example because we've been extremely diligent to look at many different other customers, electrical contractor, mechanical contractors. We're discussing yesterday with Tom about a customer very far away from where we are on the -- on more the Pacific zone that was an end user, and that actually is very close to passing another MTWO. So really a lot of complementarity here and capacity for Schneider to open doors. And I would say, for Schneider another benefit, which is complementing the whole value proposition we have with our customers with value props that are really, really important at the C level. So a reinforcement of the intimacy we would have with the hundreds of thousands of customers that Schneider is reaching every day. So that leads me to Page 12, where we see a really with this operation a full alignment with our strategy to expand our digital offers in our key end market. And you know that our building and data center market is more than 50% of our sales, so that's really important. In the previous slide, I was trying to show where RIB fits in our EcoStruxure stack, so really at level 3 at the phase of construction. The point I was just listing before, which is it's helping our customer engagement more at C level because our value proposition would be extremely meaningful, important for our customers. And I would say, last but not least, expand our share of software and services and make Schneider an even stronger digital and software company to position ourself in the all-digital and the electric world. Page 13. Very important also to state what Schneider Electric brings to RIB Software. For sure, a long-term shareholding position, which is really important, combined with the capacity to accelerate the international expansion of RIB, which -- and when I say we are today at the tipping point, it's a race against time to be in front of customers and expose the best technology to the biggest number of customers. Clearly, Schneider brings deep domain expertise in efficiency and sustainability in the field of building, more at the OpEx phase, but I would say pretty much end-to-end. And of course, the whole customer relationship with the 500,000 plus partners we have in the world, which are for RIB a fantastic opportunity, and we've been speaking at length with Tom about that. Now we're going to move to, let's say, the key parameters of the offer, and nobody better than -- I mean nobody would be better than Emmanuel to talk about that. So Emmanuel, up to you.

Emmanuel Babeau

executive
#7

Thank you, Philippe. Good morning, everybody. And indeed, we are moving to the main features of our offer, and we believe that it is clearly a very compelling offer for RIB shareholders. The first thing is that we are making our offer under the form of a voluntary tender offer for all of RIB's shares. The offer price is EUR 29 per share in cash, and it does represent a 41% premium to current share price and 37% premium to the 3 months VWAP. We put a minimum acceptance threshold of 50% plus 1 share on a fully diluted basis. We do not intend to enter into a domination agreement with the company. Jean-Pascal mentioned it, the deal has been fully supported by RIB's Administrative Board. The CFO and the CEO, so both Michael and Tom, are committed to tender half of their shares, i.e., 9%. And RIB will also tender about 7% treasury shares, and that means that we have secured already 16% of RIB shares. The CEO and the CFO will continue in their role, and they will remain on the Administrative Board. And the offer is, of course, subject to antitrust clearance, notably in Germany, in Austria, in Czech Republic, in the U.S. and in South Africa, and that will also require CFIUS approval. I am now moving on Page 15, the financial impact on Schneider Electric. I think we've highlighted it through the call. We expect strong revenue synergy by putting RIB and Schneider in the same team, and we are clearly ambitioning a nice double-digit organic growth for the future of RIB. When we look at the impact on the profitability of the company, there is these synergies that are going to drive up the margin rapidly. We do expect to have this transaction to be accretive on the Schneider Electric adjusted EBITA margin in 2021, and we have a clear plan to get to 20% in 2022. So very fast acceleration, together with top line growth of the profitability. When we look at RIB's guidance for 2020, they set an expected EBITDA between EUR 57 million and EUR 65 million. And that means that our offer is offering a multiple of 23.5x on the expected multiple for the transaction, and that gives a multiple that is clear, thanks to the guidance. The transaction will be immediately neutral or positive to Schneider Electric EPS, of course, excluding the possible one-off transaction cost. And the ROCE is expected to cover WACC by year 5. And moving on to Page 16, which are the next steps. So we are going to file before end of February the draft offer with BaFin, the regulatory body of the German market. We expect the start of the acceptance period in March and an end of the acceptance period in April, and that will need a settlement at the end of Q2 2020. I now hand over to Jean-Pascal for the conclusion.

Jean-Pascal Tricoire

executive
#8

Well, that will be a very short conclusion. As you can see, RIB and Schneider share the same vision for the building, of course, not unsustainable; share the same vision for the need to streamline the life cycle of the building. We've checked all the time and certainly more so over the past months but discussing and working together over the past years that we had the same corporate culture and entrepreneurial spirit in the field of construction. So we are all very excited to combine forces to allow RIB to really focus on growth and allocating its resources to the deployment of its platform. That concludes our presentation. Amit?

Amit Bhalla

executive
#9

Well, yes, thank you, Jean-Pascal. Thank you, all. Let's move now to Q&A. Just a point, before we start taking questions, for everyone's info, the recording of this call should be available by about 1:00 p.m. CET. So that's just for info. Let's start on the first question, please, operator.

Operator

operator
#10

[Operator Instructions] And we've received the first question. It is from Ben Uglow of Morgan Stanley.

Ben Uglow

analyst
#11

It was really just to understand the management retention aspect. I don't know if that's a question for Tom or for Jean-Pascal. But in terms of tendering half of the shares, in terms of the remaining shares, are there lockups around what the management can do? And in terms of continuing, are there going to be specific lockup agreements in terms of how long the existing management stays with the company?

Philippe Delorme

executive
#12

Jean-Pascal, you want to take it or you want me to take it?

Jean-Pascal Tricoire

executive
#13

Go on, take it.

Philippe Delorme

executive
#14

Okay. So first of all, on the -- so Tom and Michael have actually proposed to tender all their shares. And we've asked and been really specific that we wanted the 2 of them to retain half of their share to be very strongly incentivized to the project, and we believe it's important. Jean-Pascal was talking about the joint entrepreneurial culture. And we are very attached to it, and I think we share the same vision in that regard. So we think it's really important. Now in terms of lockup, there is a sort of lockup that would last for 14 months, and that's a starting point. But I would say, Michael and Tom are very committed to the success of this operation. I think you've heard that also through the call. And the fact that they are keeping some shares is, to us, a very important condition for that. There is a current contract up to December 2022, which, let's say, clarify the future for the coming 3 years. And I would say, we are going to take those things step-by-step and learn as we work together.

Ben Uglow

analyst
#15

Understood. And are there any other sort of separate things in place for the, let's call it, the divisional management or the other senior employees? I'm just trying to understand the ability to keep people on board.

Thomas Wolf

executive
#16

Yes. We have agreed that we continue all the agreements and all the relationships with our top leaders. And because we have over years of relationship with Schneider and Schneider leaders have presented on our summits, our people know Schneider very well, and we could get a feeling that this will be seen as a big step forward and fully in line with our top management.

Operator

operator
#17

The next question we've received is from William Mackie of Kepler Cheuvreux.

William Mackie

analyst
#18

I believe in the past, RIB has developed its business through a series of acquisitions in -- of IT service providers. And now that you are joining forces with Schneider Electric and able to utilize their footprint for distribution, do you envisage a change in the way that you bring this product to market? And how would that change develop against the backdrop of the shifting sort of revenue agreements, which is the second, I guess, subsidiary question, as we move towards a subscription model as opposed to just selling pure licenses? So is there a change in the revenue outlook? That's the first question. The second, you have a platform, I believe, called YTWO, which is quite interesting. It's a procurement platform for building products. I wonder what the plans are for using that given that there's obviously a lot of cross-synergy potential between your software platform and Schneider Electric's interest in distributing product.

Thomas Wolf

executive
#19

First of all, the -- we have a 5 years plan, and we shared this 5-year plan with a lot of interested parties. As you know, 0.5 year ago, we announced that we are open for discussions with strategic and financial investors to strengthen our shareholder base. And we have given this 5-year plan with all the details that we have developed a sales network -- the sales network now over this MSP investments. And after -- and now we have this global sales network, which can help now to utilize all the client relationships which we win with our new partner. And it's very important to know that with this cloud offering, with this MTWO cloud offering, we have now a product which can be implemented in 48 hours, which is a product which can be used by such sales organization. I believe it was Microsoft and Schneider, and with this teamwork in sales and with our network, we are now very well positioned. But it's within our 5 years plan, which we have announced 1 year ago and which we have shared with a lot of parties. We find that the match here with Schneider was the best match. We don't expect that we are having a different plan now in the market. So we are only sure that the execution of our plan is now highly secured within this alliance or within this strategic investor solution.

Amit Bhalla

executive
#20

All right. I think we move to the next question, and I understand that there are probably several questions on the line. Can I just request everyone, let's keep it to one question per person, and then we'll come back as time allows.

Operator

operator
#21

The next question is from Gael de-Bray of Deutsche Bank.

Gael de-Bray

analyst
#22

I think Schneider now offers a number of digital offerings for buildings and data centers, including energy efficiency, software solutions, electrical design capabilities and now BIM. So is there a plan to integrate all of these competencies? I mean would it make sense, first of all, to do that, to put everything under the same roof?

Philippe Delorme

executive
#23

So on that one, we are very incremental, meaning -- I think Jean-Pascal said it, we are doing our strategic work to be surgical on capabilities that make sense. And after that work, we saw that this expansion was really making sense for our customers. So one, we want to make sure that we do the best job we can to support RIB's expansion. And then step-by-step, we are creating the links, being very practical with our customers, and that's what works. We believe there is a great synergy between the build and the operate and maintain. And by the way, we see other players doing similar path. So we are going to create bridges between this team and between this technology. And the great news is that EcoStruxure is fully cloud-enabled, very open, and we share this belief with Tom and team to connect the dots between the different platforms. You've seen that we made some move with IG-XL and ALPI more in the electrical car. When you do a full design of a building, of course, electrical is a key attribute where you need to connect the dots. So we also are going to connect the dots with our customer in a very pragmatic manner, learn from that, and then iterate, which is really the way we are doing in digital. So yes, we believe there is an opportunity to connect the dots. We are going to learn by doing. And by doing that, we're going to be smarter and keep building our plan going forward.

Jean-Pascal Tricoire

executive
#24

Thanks again. Philippe, if I may complement -- or Amit. Gael, on your question, I think, take the example of AVEVA. We -- on one side, we have gained a lot to supply complete solutions, inclusive of connected products, controls on the software layer. But at the same time, from the beginning, I think I have shared that with you guys from the beginning. We completely recognize that the software layer is different. We want it to be agnostic. We want it to be specialized on the software to attract the best talents, and that has been very strong credo on our side. So what we are showing is that on one side, we want to maintain the specialization to be the best software company among software companies but at the same time, build the bridges with Schneider, which we have really succeeded to do in industry so that we make those software companies benefit from all the introductions that we have with customers. And putting everything under one roof can -- is sometimes not the best recipe to make things happen. So -- and it all depends on the case. Some people want it integrated, some people want to -- but the reality is that we speak to the same customer. Those customers are facing the holistic equation of integration, real time and design. And this is what we believe that has been our strategy for -- since we integrated the software of Invensys, and we keep going into that direction.

Operator

operator
#25

The next question is from James Moore of Redburn.

James Moore

analyst
#26

I have a question on the competitive landscape. I guess it might be for Tom. Tom, I believe you operate in the construction replatforming market, which I gather is quite a small part of the overall construction IT software market, maybe 10%. As I'm a complete novice to this market, can you help us understand what it is you actually do and what you don't do compared to some of the bigger companies out there like Autodesk? And who the real competitors are? And what the sort of market share pie chart looks like in your world?

Thomas Wolf

executive
#27

First, we see ourselves as complementary to companies like Autodesk. And when you look on our technology, it's a kind of bridge between design and finance. So we are bridging the design data to the finance data. And the difference to the most offerings is that we are a kind of enterprise solution. Enterprise solution means we can connect thousands of projects, we can connect around the world all data. And when you look on competition, actually, at the moment, there are some Silicon Valley activities who are trying to build a platform, which is also fully native cloud and can support the transformation. Because at the moment, when our clients worldwide they are looking to digitalize their business, they have understood that there is a value in their data. And to collect all the data is now the most important task. And when they have the data all collected, then they can use artificial intelligence and such technologies to develop new business models. And in this market, which I believe will dominate the IT market in this building vertical, in this market, I would say, at the moment, RIB is in a lead position. I don't see anybody far behind us. This is what -- was the comment from Microsoft when they introduced our partnership, but there are some Silicon Valley companies who want to win the platform race. And we believe now with the partnership with our strategic investor, Schneider, we have a very nice position to win this race. Autodesk, for us, is a very complementary, I would almost say, partner who has the same vision to digitally transform. And to win the companies using BIM technology means 3D technology instead of 2D drawings and the traditional way of doing construction.

Philippe Delorme

executive
#28

So maybe to wrap it up, really, in the whole BIM, our advice would be that when you go and assess that market, really look at the design and then the build as 2 complementary markets. And actually, the competitive landscape is really different in the design and in the build. As we said, we at Schneider don't want to go to design because we believe there are established players that are well in place, Autodesk being clearly one of them and probably the most important one. Then in build, the market is -- we've done our homework and we see really a handful of people that are the size of RIB. And when we've done the homework of technology, we believe RIB bring the best capabilities in terms of platform, cloud and capacity to bring together the planning, the costing and the real-time management of construction.

Operator

operator
#29

The next question is from Guillermo Peigneux-Lojo of UBS.

Guillermo Lojo

analyst
#30

This is Guillermo Peigneux from UBS. Just a question on the synergies. I guess RIB having now the access to Schneider's knowledge and content and context in the architecture specificators. So I wonder if you can give us a more granular number when it comes to revenue synergies that you're factoring into some of the assumptions. Obviously, not specific numbers, if you can't, but some kind of guidance as to how to think about this. And whether that actually is related to the last question, helps you in the competitive landscape with companies like HxGN SMART Build not being able to have the same access as you do.

Thomas Wolf

executive
#31

Very important is that we have announced a 5-year plan or a midterm plan, where we have given targets to the whole market. And this we have announced already end of 2018. So this plan is to increase our revenue and to increase our client base very strong in the next years. And from my side, I can say that with the investment of Schneider, we have a stable shareholder structure, which -- and we have a fantastic partner to execute the plan, which we have announced. I would not raise the plan at the moment. I would say with the partnership, strategic partnership, in a changing world, it's more safe now to execute this plan, which we have announced to the whole market in all details.

Philippe Delorme

executive
#32

And maybe to complement, so we've done some joint work before announcing that to really substantiate the meaning of this combination, and we've met with a lot of customers. And when I was mentioning those 3 examples, there are many more and we feel strongly on the capacity to, indeed, open the doors for RIB technology.

Operator

operator
#33

The next question is from Dustin Mildner of Pareto Securities.

Knud Hinkel

analyst
#34

Actually, it's Knud Hinkel, but still from Pareto Securities. My question is on the listing. Do we plan to keep the listing of RIB share longer term? Or do you plan to make a squeezeout at some point in time?

Emmanuel Babeau

executive
#35

Maybe I can take that one. Emmanuel speaking. Of course, as we said, we are making an offer for all the shares of the company with the understanding that Tom and Michael are going to keep half of their shares. But we believe that it's a very compelling offer for the shareholders. So if, as we expect, all shareholders are bringing their shares to the offer, then we will be in a situation where we will keep only a small number of shareholders. And then of course, the squeezeout question will be on the table. But I think it's just too early to answer because we don't know what's going to be the final outcome. And therefore, I cannot be more precise than that at that stage.

Operator

operator
#36

The next question is from Tanuj Agrawal of Barclays.

Tanuj Agrawal

analyst
#37

This is Tanuj Agrawal from Barclays. I have a question back on synergies, actually. I mean you specified double-digit organic growth with Schneider. I mean what's the synergies we should assume in case of Schneider -- which comes to Schneider with this acquisition, please? If we can have some ballpark numbers around how we achieved the EUR 1.4 billion valuation for the company.

Philippe Delorme

executive
#38

I think it's -- I mean we consider that when we help RIB selling, it's good for Schneider. So to be really simple, we think that's the biggest source of synergy and that's really what we're going to work upon first and foremost. In the back, of course, we're going to work on the technology to make sure that things are better connected, but I think we've been very clear on that. Sales synergies, first, to help RIB develop its sales. And for sure, for Schneider, it will mean better customer intimacy with the general contractor, with the end users that will help us to sell more. But I would say to quantify things simply, first and foremost, we'll drive the support -- the sales support we're going to give to RIB. And I will say, very similar to the model we had with AVEVA. And we saw with AVEVA that actually it was a win-win on both side because it was helping us to be more relevant on the whole rest of Schneider.

Thomas Wolf

executive
#39

And I would like to add here one point. RIB technology stands for simulating the whole process before you really build. Here, we have material, labor and equipment. So in the future, every big project will be simulated in all details in BIM, in 3D, defining all materials, all labor and all equipment in a project. And we believe that in this time, it's very important that our database is available where all materials can be used and can be checked in a project. So we believe at the moment with RIB Software, there are more than EUR 100 billion of projects created. And when this is done in all details, I believe it can have a very nice impact on the product selection in the future and can have a nice impact also on our partner side.

Philippe Delorme

executive
#40

And in the end, we bring jointly efficiency and sustainability for our customers, which is really a big deal.

Operator

operator
#41

The next question we've received is from Tom Beckmann of Jefferies.

Tom Beckmann

analyst
#42

A couple of short questions for me, please. Could you say whether if RIB pays a dividend for the last financial year before the offer closes, whether that will be deducted from the EUR 29 off-price or not? And could you comment on why you feel it was necessary to file with CFIUS if you consider any parts of RIB's business to be particularly sensitive with respect to the U.S. government?

Philippe Delorme

executive
#43

Emmanuel, you want to take that?

Emmanuel Babeau

executive
#44

So on the dividend, maybe, I will let you answer in Stuttgart. On the CFIUS, well, let's be clear, it's a very technical matter. It depends on the characteristics of the deal. And we've been advised that this transaction would require a CFIUS filing. And I don't think I have more things to share about it. Maybe back to you on the dividend in Stuttgart.

Philippe Delorme

executive
#45

So the Stuttgart. I love Stuttgart. So dividend will not be deducted.

Tom Beckmann

analyst
#46

And do you intend to pay a dividend before the -- for last financial year?

Thomas Wolf

executive
#47

We agreed to continue our policy, and we have announced it already. So there is no midterm change in the policy at the moment discussed, and I expect that it will be continued.

Operator

operator
#48

The next question is from Li Dunlop of JPMorgan.

Li Dunlop

analyst
#49

My question has been answered. Thank you very much.

Operator

operator
#50

And we go to the next question. It is from Jerome Bruneau of Investec Bank.

Jerome Bruneau;Investec Bank;Equity Specialist Sales

analyst
#51

Quick question, if I may. You -- as management of RIB Software is keeping half of their holding, could Schneider ask them to tender should the level of 50%, when not reached without it?

Philippe Delorme

executive
#52

Emmanuel, you want to take that one?

Emmanuel Babeau

executive
#53

Well, for the time being, the plan is what we've been clearly disclosing. And depending on the situation, I mean I guess everything can be rediscussed. But for the time being, the plan is what we've been announcing, so they keep half of their shares.

Operator

operator
#54

The last question we've received is a follow-up question of James Moore from Redburn.

James Moore

analyst
#55

So I would like to just make sure I understand your financial plan, really. I mean you're talking about ROCE exceeding WACC in year 5. I'm assuming 8%. I'd love to know if that's wrong, but that's about EUR 104 million of NOPLAT. And if I think about the current tax rate, that's about EUR 150 million EBIT and EUR 180-ish million of EBITDA by 2024. I just wanted to check that that's basically the right ballpark. And I wanted to compare it to the RIB 5-year plan that I found on your RIB definitions on your website, which talks about the numbers way in excess of that, but maybe you're talking about the market. Maybe you could help me here. But you talk about the construction replatform market going to EUR 45 billion by 2025, with a 30% margin, which would be something like a EUR 15 billion market. And the fact you hope to have 10% of that, which will be EUR 1.5 billion. I'm sure those -- there isn't a massive mismatch, but maybe you could help me on how that -- this plan compares to your existing plan and whether I've got the numbers right on both sides or wrong on one side.

Thomas Wolf

executive
#56

We have not changed our view for the future, and we have announced all our view. We believe that industries like automotive industry are spending 3% of their spending in IT, and we believe this also can -- will happen in the building and infrastructure construction industry. So -- and if this happen, of course, there will be companies who are going for this cake, let's say, for this revenue opportunity and we believe we are in a good position. And here, nothing has changed. Perhaps, we have competition and especially new competition comes up around the world because software IT industry is a global business. So we have not changed our targets. But -- and we have also said how much percentage we want to grow. And as you know, a big part of the growth was over acquisition, and the other part of the growth was over organic growth. We have not changed our blend, but we believe with the strategic investor, Schneider in RIB, we are in a much more secure position because market has changed a lot. We have a crisis in Asia. We have the Brexit. We have the trade war. We have a lot of things which came up. Climate change becomes a big topic. So we believe now we are in the right shareholder structure to execute our targets. And we have tried in the last years always to give the market a full picture that everybody knows where we want to go and could evaluate us in the best way. So this has not changed, but we feel we have a much more secure -- we don't have to focus on shareholders and such part. We can fully focus now on business execution, and therefore, we are optimistic. But if you have asked Google or such companies before, or Tesla, what can they reach, of course, there is a potential, but there is also competition in the market.

Emmanuel Babeau

executive
#57

Can I just add -- you were asking about the WACC for the company. We view it today. And of course, happy to provide detail with a very low interest rate rather around 7%. And to beat the WACC, it takes, of course, as we said, strong growth of the top line and strong margin improvement, and that's when you combine the 2 that you get to this ROCE beating the WAAC by year 5.

James Moore

analyst
#58

Just while we're on it, are there any integration costs or tax changes that you could help us with?

Emmanuel Babeau

executive
#59

So we don't today expect a change in the tax situation of the company. And in terms of integration cost, today, we don't expect them to be very material. And that's what we can share with you at this stage.

Jean-Pascal Tricoire

executive
#60

James, Jean-Pascal. We're going to be more detailed, and we can certainly discuss more in detail with you. But I think at the end of the day, what we are bringing to RIB is focus, which is that we can focus on growth, we can focus on adoption, therefore, generate more growth and make sure the allocation of costs and resources is dedicated to profitable growth. And on our base of customer, which is working on construction, actually, we entered the game at the stage of the construction, is eager to find tools to make themselves more efficient. So that's really the name of the game. I mean opening -- as Tom was explaining before, a lot of the energy of 5 years has been dedicated to opening international markets. We have that international network, and we want to open plenty of other doors and really focus the action of the company on creating the digital platform for construction.

Amit Bhalla

executive
#61

All right. I think thanks all. I think we are at the hour. So maybe we conclude the call here. Just a reminder, at least on the Schneider side, we are still in quiet period. We have our annual results next week. And of course, we will have lots of chances for much more detailed discussions. But thank you all for your time today, and have a good rest of the day.

Jean-Pascal Tricoire

executive
#62

And we'll speak to you next week.

Thomas Wolf

executive
#63

Thank you.

Philippe Delorme

executive
#64

Bye-bye.

Emmanuel Babeau

executive
#65

Bye-bye.

Operator

operator
#66

Ladies and gentlemen, thank you for your attendance. This call has been concluded. You may disconnect.

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