SSH Communications Security Oyj (SSH1V) Earnings Call Transcript & Summary

Welcome to this SSH Communications Security Investor Call regarding our announcement from earlier today. I'm Aino Virolainen. I am a member of the SSH Finance team, and I handle our Investor Relations. In just a moment, I will give the floor to the Chairman of the Board of SSH, Henri Osterlund. But before that, a couple of practical matters regarding the call. So after Henri, we will hear from our CEO, Rami Raulas; and our CFO, Michael Kommonen. And we will also be joined online by Giuseppe Panizzardi, who is the Senior Vice President of M&A at Leonardo. Then at the end of the call, we will have time for questions. We have already received some questions in advance, so thank you for those. And in case you have any more questions during the call, you can send them to the e-mail address on the site. You can also find this e-mail address in the invitation to this call. As with our previous investor calls, this one is also hosted with our own solution, SalaX Secure Messaging. The call will be recorded, and we will have the recording on our investor pages. But now I think we are good to go. So at this point, I will invite our Chairman of the Board, Henri Osterlund, to start. So Henri, the floor is yours.

Thank you, Aino. So a couple of words before we go into the meat of the matter. So Leonardo will become the largest shareholder for SSH. And it's at the same time, it is a capital increase for SSH. But more than that, I see it as a partnership in developing cybersecurity solutions for the current world and environment. Accendo is today the largest shareholder with somewhat short of 28%. And after the transaction, we will continue as a key shareholder for SSH with 20.87% after the capital increase. And with that, I hand it over to Rami to discuss it in more detail. Thank you.

Thank you, Henri. So let me explain a little bit what's going on here with this magnificent strategic partnership and investment into high-growth, exciting markets. We've been in the market for 30 years. It's a celebration year for us, kind of having enabled secure Internet with encryption technology and Secure Shell long time ago and have stayed agile to that crypto agility. Lots of global customers in the Fortune 500 in Europe, U.S. and Asia. Security clearance from security authorities and ISO 27001 certification as well for security management systems last year. We have focused our strategy more so in the past 4 or 5 years into the important sectors of defense, critical infrastructure and manufacturing, which are the most threatened markets at the moment. And in so doing, we have also modernized our portfolio into a simpler solution portfolio of 3 domains. Here we go. For network security with the solution of NQX, which was the first network encryption solution on the market with the Quantum-Safe or post-Quantum cryptography solution in the market 2021. Then we acquired the technology and now have developed that further for human-to-human communication, secure messaging, secure rooms, secure chats, where people should not be using WhatsApp or Signal for mission-critical applications. This is the right application for that. And the core of our solution suite is PrivX, Privileged Access Management solution and secure file transfers and secure communication between humans and systems and systems and systems, of course, sitting on top of secure networks. So indeed, this is actually a really perfect match for the cyber and security strategy of Leonardo, who's been talking and developing and growing rapidly and has high growth targets for that area. So let's have a look at a bit back in terms of kind of target markets and growth markets. So this is where we started and have been in the business for a long time with major banks, major finance industries, IT service providers, technology companies. retail companies and health care market. That's kind of our traditional market. But like I said, '21 and at the latest '22, we kind of veered our strategy and repositioned our strategy for the growth markets of defense, federal market, critical infrastructure and manufacturing and OT markets because there's clearly a demand for these markets. And of course, we have now seen that the manufacturing market are the most attacked ones on the market at the moment. They need to be protected so that there's resilience and continuity in operations. Critical infrastructure is now governed with new legislation in Europe since last October with network and information security in this tool, which governs a lot of activities for -- a lot of industries for governing their security and cybersecurity from energy, electricity, oil, gas, transport, air, rail, water, traffic management, banking and credit, financial market infrastructure, water and wastewater, digital infrastructure, public administration, space and then important topics like postal services, chemical manufacturing, food production and other manufacturing and digital society. So a lot of coverage there and a lot of investment as we foresee in building better defensive cybersecurity overall. And then in the defense market, we entered that market, actually entered the market with our network encryption NQX technology. Coincidentally, by the way, we also have a Board member, Catharina Candolin, who is on our Board since 2022 and used to be -- has a long career in defense and NATO and used to be the Head of Cyber in the defense. So good expertise to help us moving forward as well. So here are a couple of examples of manufacturing. So we've been working on in the manufacturing side, 2 of the top 6 paper and pulp companies have secured access to 60, 70 sites globally. More recently in last year or earlier this year was steel manufacturing. So this is clearly an area where more and more risks, whether they are ransomware or extortion or insider thefts need to be protected better. In the critical infrastructure area, we've been focusing on that. Here's an example of a new case fairly recently. We are also now at the same time as we launched our strategic partnership and investment with Leonardo, we have also gained our first customer straightaway, which is an energy grid management company, European one as well. So flying start for collaboration and partnership. And then last, but not least, in the defense market, we are actually active with our whole portfolio, whether it's encryption, connection encryptions, whether it's file and data transfer encryption, whether it's messaging and messaging applications with network encryption and access management. We talk about Privileged Access Management, but in this space, there's nothing which is not privileged. So it's just access management. And last year, we also qualified as an approved vendor for NATO with the BOA and are now working on approvals for NATO certification and EU certifications for -- starting from our network security solution. Now this is an area where Leonardo definitely works very strongly in terms of cybersecurity, whether it's security operations, controls and services or footprint or security controls. And with that, I will actually then introduce and invite Giuseppe Panizzardi, Head of M&A at Leonardo, to say a few words about the stance and point of view from Leonardo's side. So over to you, Leonardo and Giuseppe, and I will change the slides when you tell me to.

Yes. Thanks, Rami. Can you hear me properly?

Yes, we can hear you fine.

Okay. So thanks. And let me say a few words on Leonardo that you see on this page. We are a leader in aerospace and defense. It's with EUR 18 billion revenues in 2024, a backlog of more than EUR 40 billion. We are a company of 60,000 people spread worldwide, 60% in Italy, 15% in the U.K., but then U.S., Poland and the rest of the world. I would like to stress that we are present in 150 countries with our commercial presence. That's a key element, I think, for the success of our cooperation with SSH. On the bottom part of the page, you see all the partnership shareholdings, controlling shareholding, but also minority shareholding that we have in various companies around the world. And this is something that we have been doing in the last 20 years very successfully in Europe and in the U.S. We're a public company. We have a shareholder, which is the government of Italy through the Ministry of Economy and Finance, just above 30%. We are operating as completely as a public company independently. We -- if you can turn to the next page, I would say that we are in a multi-domain company. We're present in the air domain, both rotary wing and fixed wing. We are present in this space. We are present in the land platforms and in the maritime sector, mainly with defense electronics systems. Of course, we are present in cyber, as Rami was mentioning, as a division, and we are offering our products and solutions to our customers, mainly in the defense space, but also in corporate and public administration. But cyber for us is much more than only the presence as a single division, single operation, but it's really embedded in our strategy, particularly going forward, going to the future. And Rami, if you move to the next page, we can show why we think that cyber is really at the heart of, first of all, our platforms, our solutions in the various domains. And this is going forward, increasingly more important. We see a development of defense, whereby the platforms, of course, are in the current environment, key and attracting, of course, the attention and the volumes of our clients gradually the digital and cybersecurity portion will be more embedded in the platforms and will be an increasing portion of the global security offering, which is not only pure defense hardware. And that's the trend that we see. And that's why for us, it's fundamental to have the core technology and the key product and partners as we are talking about in this situation to develop our offering on a global scale. That's why we are very excited about this investment in SSH. And I will stop here for the time being.

Thank you, Giuseppe. So I think that's -- here we go. So a perfect segue into what is really happening here. I think that has kind of become clear from the announcement itself already, but there are 2 sides of this, what we are announcing today. One is a strategic partnership for the Zero Trust and network security areas, as I described it quite earlier, where we enter into a partnership where we integrate our solutions with the solution suite of Leonardo's Zero Trust project and Zero Trust solution overview. There's a huge demand in the European market and global market for Zero Trust access, whether it's weapon systems, whether it's critical infrastructure operations and management or single service, service, digital services. And we can enhance that significantly with our solution base. And we will work on joint road maps and joint technology developments and use the investment to enhance and do it faster moving forward as well. And the other part is network security Quantum, Quantum safety or post-Quantum resilient solutions. That is now finally becoming a topic, and we've been ready for it for quite some while already. Another important point, you didn't mention that Giuseppe, but is what we hear also very frequently now recently is that there's a big demand and urge to seek for European solutions for European organizations. And together with Leonardo and SSH, we certainly stand very strong as a European partnership for the huge market here in Europe. And the other part then, of course, is the investment of targeted share rights issue to Leonardo worth about EUR 20 million. [ Michael ] will say a few more words about that.

Thank you, Rami. And I will walk through a bit of the details. In the investment agreement that we announced this morning. So what we've announced today is a directed share issue, an equity investment into SSH by Leonardo with gross proceeds of EUR 20 million. This is done by a directed share issue of 13.3 million shares that will be subscribed by Leonardo. And after this share subscription, the total number of shares in the company will be 54.3 million. The subscription price is EUR 1.50, and this subscription price represents a premium of 49.6% over the last 5 days volume weighted average price and a premium of 44.6% for the 20-day volume weighted average price. The dilution from this transaction is 24.6%. And the transaction is subject to regulatory approvals and the approvals of an extraordinary general meeting. So specifically, the Ministry of Economic Affairs and Employment is the regulatory body approving this transaction. Moving then to the ownership structure of the company pre and post transaction. So here, we can see what the top 3 owners look like today. As Henri mentioned in the beginning of the call, we have the top 3 shareholders listed here and a total number of outstanding shares of slightly below 41 million, 40.968 million shares. After the transaction, Leonardo will become the largest shareholder with 24.6% of the shares. Accendo Capital will with just below 21%, be the second largest and founder Tatu Yl nen, will retain a 13.2% shareholding of the company. And as mentioned, the new number of total shares is 54.3 million shares. So with this, we have -- I think we are ready for the Q&A session. So I will welcome back Rami and Henri here and Aino. Please go ahead.

Yes. Thank you very much. So we have a couple of questions, but if any more, that would be the time to send them to the Investor Relations e-mail. So first question, please elaborate how the proceeds from the share issue will be used? Do you intend to pay off the hybrid loan?

Well, I think we will use the proceeds to a number of things to accelerate the growth of the company. With regards specifically to the hybrid loan, we are investigating different options at the moment as we have been doing already for some time. And right now, we don't have anything specific to comment or disclose on that right now.

All right. Thank you. I don't see that we have been getting any new questions. So this will then be the last one. How do you see SSH's product road map evolving in light of the partnership with Leonardo? And what concrete synergies or joint initiatives can we expect in the next 12 months?

Yes, I can take that. So certainly, as I kind of described earlier, this is a perfect match to the services, business offering, and Zero Trust offering that Leonardo has already been having and developing with their also own technologies. So this enhances that directly and gives new opportunities for both of us together in the strong markets to pursue new business opportunities. And as indeed, I mentioned, some have already been gained in a very rapid transition. When it comes to the further development, so certainly, we want to accelerate the development of various technologies in the Zero Trust access and network security area. We have a process in place with Leonardo to discuss technology road map focus, investment focus and where to make changes and enhancements and additions to the products themselves solutions and portfolio. So that's work in progress that has already started.

All right. Thank you very much. We did get a last-minute question. You mentioned that you already have gained a customer straight away with the partnership. I believe it was in critical infrastructure. Can you put some more color on this topic? I understand you may not be able to go into details, but like are there more customers SSH is gaining right away? And what is the immediate financial impact due to this?

Yes, the initial -- unfortunately, many of our customers don't want their names to be disclosed so that nobody can see what they are using to protect themselves with the defensive cybersecurity solutions. But it's a medium-sized deal is connected with physical security solution as well. And we are indeed working with quite a handful of other opportunities together as well. At the moment, I cannot disclose how many of what the impact of that is. But our aim definitely is that we see the opportunity with Leonardo to be the absolutely biggest partner and biggest growth opportunity now moving forward.

All right. Thank you very much. I will check our Investor Relations e-mail one last time. I don't see that we have any more questions, so we will close the call. Thank you very much to everyone who joined us online. And our next investor call will be in a couple of weeks when we release our results for Q2. So thank you again, and we hope to see you then.

Thank you very much.