Swisscom AG (SCMN) Earnings Call Transcript & Summary

Good morning, and welcome to the Swisscom analyst call on the acquisition of Vodafone Italia. [Operator Instructions]. With that, I would like to hand over to Louis Schmid to start the presentation. Louis, the floor is yours.

Thank you, and good morning, ladies and gentlemen. And also a warm welcome from our side. My name is Louis Schmid, Head of Investor Relations. And with me are our CEO, Christoph Aeschlimann; and Eugen Stermetz, our Chief Financial Officer. Let's move to the agenda on Page 2. Christoph starts with Chapter 1 diving into the unique strategic opportunities to acquire Vodafone Italia and create a leading converged challenger in Italy, then [ in Chapter 2, ] current market environment in Italy. And in Chapter 3, explaining the highly compelling strategic rationale of this transaction. Then in Chapter 4, Eugen presents the substantial value creation before Christoph concludes in Chapter 5. With that, I would like to hand over to Christoph to start the presentation. Christoph?

Thank you, Louis, and welcome also from my side to this call. I am really thrilled to announce the acquisition of 100% of Vodafone Italy, as I believe that it presents a unique opportunity to create a leading converged challenger in Italy. We are acquiring Vodafone Italy, for EUR 8 billion enterprise value, 100% debt financed, and we expect the transaction to close in the first quarter 2025, subject to regulatory and other customary approvals. With this transaction, we will create the leading converged challenger in Italy that is able to compete effectively based on improved scale, convergence and infrastructure. We will be a sizable #2 in the market with a well-balanced position, both in Fixed and Mobile across all customer segments, B2B and B2C. The company will also have an extensive infrastructure footprint, both in Mobile and on the Fixed network side. And this will create a clear -- the combination will create clear benefits for customers and Italy as a country. The transaction creates substantial value for shareholders. We have high intangible synergies with a run rate of approximately EUR 600 million annual run rate, which we will achieve after 5 years in 2025, offering an attractive valuation of EV to EBITDAaL of 5.1x post synergies. The transaction is cash flow neutral in year 1 and accretive from year 2 and will lead to higher dividends in 2026 with CHF 26. And an ambition to further grow the dividend in the future in line with the realization of synergies and more -- or increased cash flow evolution. As you know, from Swisscom, our strong balance sheet is very dear to us, and we are happy to keep a very strong balance sheet, even including this transaction, and we are confident that we will also retain our excellent A credit rating supported by a clear deleveraging path in the future. I will now move on to Slide 4, talking briefly about the market factor. As you know, the Italian telco market is highly fragmented and very competitive, and the number of operators have increased threefold since Swisscom's market entry 17 years ago in 2007. You can also see on the right side that the market revenues have been deteriorating significantly from EUR 26 billion in 2014 to a bit less than EUR 22 billion in 2022. Simultaneously, the investments were stepped up in Italy due to the network rollout and 5G rollout, and this has substantially squeezed the free cash flow and -- available in the industry from EUR 5.6 billion 10 years ago to EUR 0.8 billion in 2022. On the other hand, you can see on Slide 5 that it is also a market that offers significant growth opportunities. We see 3 areas where Italy offers substantial growth opportunity. The first 1 is higher network monetization both of the 5G adoption and the FTTH adoption in the country is still lagging behind and especially compared to the FTTH rollout. If you look at the active subscriptions and FTTH and the build coverage and intended coverage in the next years, there is a huge gap, which offers substantial opportunity to monetize, especially on the wireline side. Also in terms of FMC penetration, Italy is clearly behind the European average. And we believe that with the combined NewCo, we can substantially profit from increased FMC penetration. And last but not least, we will also have a strong position on the B2B side, B2B market. And the B2B ICT market is strongly growing also in Italy. You can see that the market has been growing by over 8% in the past years. We intend -- we expect this growth to continue in the coming years and with the NewCo strongly positioned in value-added services than ICT services. If you move to Slide 6, you can see a brief overview of Fastweb as standalone. As you know, Fastweb is a leading challenger today already with a strong DNA on the Fixed side. We have a leading presence on the Fixed side with 2.6 million subs in broadband with a market share of 14% and the respectable Mobile business, which has been growing substantially over the past year. Fastweb also has a very good position in B2B, underpinned by specific capabilities and value-added services in cloud, cybersecurity and our latest move into the AI space with NVIDIA and we also have a successful wholesale fixed business on the market. Overall, Fastweb Italy today is generating EUR 2.6 billion revenues. That is the only Italian operator with steady annual growth over many years, basically over the past 10 years. On Slide 7, you can see a brief overview of Vodafone Italy, which is a premium mobile operator with a long and successful history in the country and highly established mobile operator with a strong market position, 15.8 million subscriptions with a market share of 22%. Vodafone Italy is also investing beyond the core with strength in SOHO and SME, especially on value-added services on the Mobile side with IoT, 5G campus solution or other value-added services such as the Microsoft partnership. Vodafone Italy is also providing wholesale services on the Mobile side and have successfully implemented the dual brand strategy with whole -- in the market. Today, Vodafone Italy is generating approximately EUR 4.2 billion revenue and has a leading position in the mobile connectivity and mobile value-added services space. On Slide 8, you can see that combining Fastweb and Vodafone Italy is creating a unique strategic opportunity to compete more effectively in a challenging market and benefit from its growth. We have a highly complementary market positioning, bringing together 2 premium brands, which are -- which have its respective strength on the Fixed and the Mobile side. We will have a very balanced position in all customer segments, B2C and B2B and also in Mobile and in Fixed. Both companies are already strong in innovation and will be even stronger on the innovation side, both in the network, value-added services, but also in particular the ICT space, which is important for B2B customers, and we have highly complementary assets in Mobile and Fixed networks, data centers, but also in people, talent, skills and capabilities that we can bring together. This will lead -- this complementary will lead to 3 main benefits of value creation based on increased scale, more convergence and better infrastructure. On Slide 9, you can see that the combined entity will be a sizable #2 in the market with the necessary scale to be profitable, innovate, invest and compete effectively with the incumbent. In terms of revenue, we will be at EUR 7.3 billion, #2 in the market with EUR 2.4 billion EBITDAaL roughly EUR 1.3 billion in CapEx, leading to an expected pro forma operating free cash flow of EUR 1.1 billion. Moving on to Slide 10. You can see that the combined entity will be a leading fixed mobile converged challenger with a well-balanced market position providing high-quality, one-stop shop for consumers and businesses. The combined business will have 19.2 million subs in Mobile, leading to a market share of 26%, and will have 5.7 million subs in the fixed broadband space, leading to a market share of 31%. This leading FMC challenger has an enhanced B2C positioning and offering by combining the existing customer bases and driving fixed mobile conversions further through cross-selling of the different products into the combined customer base and improving the overall customer experience and loyalty. We will also offer a comprehensive B2B product portfolio based on the complementary strength which is especially strong across value-added services, ICT, AI, IoT, 5G and cloud services. This will lead to a better value proposition, leveraging our infrastructure, Mobile and the Fixed side and a one-stop shop for all customers, but in particular, for the B2B space. And so we are best positioned to benefit from the increasing FMC penetration and the growth opportunities in the Italian market. On Slide 11, you can see that the combined entity enjoys a strong infrastructure footprint, both in Mobile and in Fixed and will benefit from owner economics and operating leverage. Fastweb has a strong FTTH footprint either built out directly or through the co-investment with FiberCop, planning to increase the fiber FTTH footprint in the coming years and was awarded various network tests on the wireline and network -- and FTTH network in Italy in the past years and also has strong data centers distributed over Italy. On the other side, Vodafone has a nationwide 4G mobile network and an extensive 5G network covering a big part of Italy and especially also a strong fixed wireline access platform with a sizable position of 5G spectrum holding. Also, Vodafone has won many awards for the best Italian mobile network experience showing that bringing together Fastweb and Vodafone will bring together 2 infrastructures, which are of very high quality and award winning in Mobile and in the Fixed space. And we believe that network ownership is a prerequisite to drive competitive differentiation, both for retail and wholesale and on the business side. So on Slide 12, you can see the overall benefits of these transactions for customers and Italy as a country, bringing high-performance connectivity, faster digitization for businesses and higher resilience for investments. So on the consumer side, customers will enjoy improved mobile connectivity, driven by combined 5G spectrum and best-in-class quality, thanks to a fully controlled end-to-end managed mobile network. We will also have better broadband services quality through a combination of Fastweb end-to-end managed wireline network in Vodafone Italy, 5G fixed wireless access networks, bringing the advantages of convergence to an extended larger customer base. For businesses, we will provide the digital backbone, access to the complementary assets and competencies and creating a comprehensive platform to serve the B2B customers with high-quality services. Business customers will have a one-stop shop experience, enabling them to faster digitize their enterprise and public administration, both on the network and the ICT space, with an enhanced cloud and B2B private network services. We are convinced that this transaction also creates substantial benefits for Italy through improved infrastructure and being an innovation pillar in the digital space for the country. The higher commercial resilience enables continuous investments in best-in-class 5G and fiber, bringing high-performance connectivity services also to suburban and rural areas, closing the digital divide in Italy. Our improved ability to drive innovation and digital transformation in Italy is also linked to the combined infrastructure, resources and talent. And therefore, we are convinced that this transaction is great for consumers, businesses and the country. I will now hand over to Eugen to highlight the financial details of the transaction.

Good morning, everybody, also from my side. Christoph mentioned this -- these transaction will create substantial value for Swisscom shareholders through high synergies and an attractive valuation. Before I get to synergies and valuation, let me walk you through some of the important facts of this transaction. So it was already mentioned 100% cash acquisition, enterprise value EUR 8 billion. Maybe 1 note on this 1 because there has been a bit of confusion 2 weeks ago. So in driving this enterprise value of EUR 8 billion lease expense has already been taken into account. So if you calculate an equity value from the enterprise value, you do not have to deduct lease liabilities, just to be clear. Vodafone will provide services through Vodafone Italia in -- with an expected annual charge of EUR 350 million per year. We expect these services to be partially internalized and replaced over time. And I'm going to talk about this when we talk about synergies on the next page. We will have the right to use the Vodafone brand for 5 years. This has been paid for as part of the total consideration. On the financing terms, we will raise acquisition debt of EUR 8.1 billion. Obviously, the deal is fully underwritten. On the takeout financing, we expect an average of 3% of interest rate, which will result in about CHF 250 million additional interest expense due to the acquisition. The take-out financing will be raised through bonds and term loans were diversified in maturities and with a mix of Euro and Swiss franc financings in order to provide us with a natural hedge for the net debt-to-EBITDA leverage, a natural hedge against fluctuations by the euro, Swiss franc exchange rate. The transaction is subject to approval by the Italian Competition Authority. Swisscom has very little footprint in Europe outside Italy. So this is why the ICA is the competent body and not the European Commission. There is an ongoing review of the U.K. listing rules at the moment. If this will be implemented as expected in mid-2024, there will be no requirement for Vodafone shareholder approval. If for whatever reason, this regulation will not come into effect. There will be a requirement for Vodafone shareholder vote. As you might have seen from the Vodafone press release, the Vodafone Board has unanimously approved the transaction. Closing is expected in Q1 2025. So much for a couple of essential [ stats ], now on to value creation and valuation. So top right, you see the impact of the transaction on our Italian financials on EBITDAaL and operating free cash flow. We talk about EBITDAaL because Vodafone Italia has sizable lease expenses. So it makes more sense to talk about EBITDAaL Fastweb today, about EUR 800 million EBITDAaL, Vodafone Italia, EUR 1 billion EBITDAaL. On top of that, we expect run rate synergies at the level of EBITDAaL of about EUR 500 million. So post transaction pro forma for run rate synergies, the EBITDAaL of the Italian business will be EUR 2.4 billion. On operating free cash flow, Fastweb at the moment, about EUR 200 million. Vodafone Italia about EUR 300 million on the level of operating free cash flow, we expect run rate synergies of about EUR 600 million. So that gives post-transaction pro forma for run rate synergies and operating free cash flow in Italy of EUR 1.1 billion, which represents an increase in free cash flow margin from about 6% today to a very healthy 15% post run rate of synergies. So the incremental EBITDAaL and operating free cash flow of the transaction of EUR 1.6 billion for EBITDAaL and EUR 0.9 billion for operating free cash flow for this incremental EBITDAaL [indiscernible] we paid the enterprise value of EUR 8 billion. And if you divide 1 by the other, this gives you an attractive post run rate synergies multiple of 5.1x EBITDAaL and 9.2x operating free cash flow. I go on to Page 14 for a deep dive on the synergies. The synergies are not only high, but they are also very tangible. I walk you through the most important buckets on the left hand of this page. Total operating free cash flow, as I mentioned, EUR 600 million. The first bucket is direct cost with about expected run rate of about EUR 240 million. The lion's share of this EUR 240 million are related to the savings we expect from migrating Fastweb mobile customers onto the Vodafone network with significant savings and very limited execution risk. The remainder in the direct cost bucket comes from savings from optimizing the network access costs on the Fixed side where we will optimize and move to the most cost-effective [ solutions ], Open Fiber, FiberCop or Fixed wireless access of Vodafone. So this is bucket number one, very important and very specific to this deal. The second bucket, indirect costs, we expect about EUR 300 million run rate. Also here is a very important piece of synergies that is specific to this deal, which represents about 1/2 of this EUR 300 million which is related to the optimization of services that are currently provided by Vodafone. The second half of this EUR 300 million is related to the typical synergies due to the economies of scale in such a deal in areas such as sales and distribution, IT network integration and obviously also a consolidation of some overlapping functions. And finally, there is about EUR 60 million of run rate synergies expected on the CapEx side due to IT and network integration, which gives a total of EUR 600 million. All these synergies have been bottom-up validated. There is a business case behind each of them, and it was derived with experts from [ BASIP ], from Swisscom and external advisers. So it's not a top-down number, but bottom up derived in the appropriate detail. In order to capture these synergies of EUR 600 million, we expect one-off integration costs of about EUR 700 million, split between OpEx and CapEx. The main categories within the EUR 700 million basically mirror the synergy categories. So there will be integration costs for the mobile migration from -- of the Fastweb mobile customers. There will be integration costs for the Fixed migrations, obviously, also for the Vodafone disentanglement and integration costs for IT integration and modernization. With regard to the time scale and ramp up, you see it on the right hand of the page, the synergy ramp-up is expected to reach already 70% of synergies in year 3 post completion, 2027, assuming a closing in early 2025 and with 100% of run rate synergies achieved in year 5 after the completion, which is 2029. The integration ramp-up, obviously, is much faster. The integration will be -- integration costs will be front-loaded with 100% of the one-off integration costs expected to occur in the first 3 years. If you add up all the synergies and the integration cost and do the NPV, you end up with a sizable NPV of synergies of about EUR 5.5 billion. On top of that, there is about EUR 0.5 billion NPV of tax benefits. Let me briefly explain what this relates to. Number one, Vodafone Italia has existing and quite sizable existing tax loss carryforwards, number one. Number two, Vodafone Italia has a high level of depreciation and amortization compared to the CapEx number. This high depreciation and amortization is related on the 1 hand, to an asset step-up under the respective 2021 budget law in Italy, and #2 related to the amortization of the spectrum investments, which are tax-deductible in Italy. So over the course of the integration, we expect only limited tax payments due to these tax assets. So if you run an NPV on a post-tax basis, and assume as you [indiscernible] CapEx equals depreciation, this is an NPV that you have to add on top in the end. I move on to Page 15, what is the impact on the Swisscom financials. EBITDAaL is from EUR 4.4 billion today to EUR 5.9 billion post run rate synergies, both transactions, assuming run rate synergies and an operating free cash flow also in Swiss francs, a plus of CHF 0.8 billion due to the run rate synergy. More importantly, on free cash flow, our free cash flow currently CHF 1.5 billion pro forma for the transaction, assuming the run rate synergies, this will increase to CHF 2.1 billion with the main components being the additional CHF 0.8 billion operating free cash flow from Italy, from the synergy realization and from the current free cash flow, then there is additional interest expense of CHF 250 million that I mentioned. If you assume the regular tax rate of 28%, that would be an additional CHF 200 million of tax expense. But as I mentioned, at least over the integration period of the transaction, there will be a tax benefit or a tax asset for the net increase in free cash flow be expected due to the transaction is CHF 600 million, assuming run rate synergies. What does all of this mean for the dividend and for the balance sheet, our financial policy has [ 2 ] equally important pillars, number one, attractive dividends and number two, a strong balance sheet and nothing has changed in this regard. So I go to dividends. Our policy has always been to pay out a high share of free cash flow, and this policy is unchanged with the free cash flows to increase substantially and sustainable due to the transaction, we plan to increase the dividend as well. In order to [ anchor ] expectations in regards to this very important topic, we decided to provide a guidance for the dividend paid out in April 2026 for fiscal year 2025, and this guidance is CHF 26, which is plus CHF 4 compared to our current dividend of CHF 22. This guidance is obviously subject to the deal closing in early 2025, and as always subject to Swisscom meeting its 2025 financial year guidance, which we will publish in February 2025. We do not provide dividend guidance beyond 2026. But given the expected synergies ramp up, we clearly have the ambition to grow the dividend further to the extent that the overall free cash flow evolution of the group will support such a move. So that's for the dividend. Now on the balance sheet. Due to the transaction, the leverage of the group will increase to 2.6x post completion. As Christoph already mentioned, we are very confident to retain our strong single A credit rating. More specifically, we expect a downgrade of 1 notch, which leaves us with A- and A2 credit rating, which is still excellent compared to our peer group. We have a clear deleveraging path to 2.4x by year-end 2027, thanks to the EBITDAaL growth and there certainly is the ambition to delever even further as our target leverage is and remains below 2.4x and the target rating single A. In order to provide sufficient clarity on the numbers, we decided also here on the leverage side to provide a 3-year leverage guidance as follows: 2025, 2.6x; 2026, 2.6x; 2027, 2.4x, so that's a minus of 0.2 turns from 2025 to 2027. And 1 technical note on 2026, the leverage stays at the level of 2.6x in 2026 due to the expected renewal of the tower MSA agreement with INWIT in 2026, which will increase the lease liabilities otherwise, with increasing EBITDA leverage would be down already in 2026. And with that, I hand over to Christoph for the wrap-up.

Thank you, Eugen. Let me briefly summarize the highlights of this transaction on Page 17 and the impact of the transaction on our group goals, especially trusted leader in digital life and business and rock-solid financials. We believe that this transaction makes Swisscom Group strategically stronger and remaining financially rock-solid. We will remain #1 in Switzerland with strong and stable cash flows coming from the Swiss business and we will build the leading challenger in Italy. So overall, you have an enhanced business in Italy with growing future cash flows from the Italian side, complementing the robust free cash flow from the Swiss business. This will lead or continue to lead to rock-solid financials. We will have a long-term value creation based on the stable free cash flows from the Swiss business and the growing free cash flows resulting from the synergies in Italy, leading to an attractive dividend, growing dividend, CHF 26 in 2026. As Eugen highlighted with the ambition to further grow the dividend thereafter in line with the free cash flow evolution and also remaining a strong balance sheet and single A credit rating with a clear deleveraging path. So overall, we are very happy with this transaction and believe that it creates value for all stakeholders, but also in particular, for all our shareholders. And we will, therefore, I hand back to [ Bartella ], the operator.

[Operator Instructions] First question.

It's Polo Tang from UBS. I just have 3 quick questions. The first question is, in terms of the Federal Council, can I clarify what the Federal Council has said on the deal and whether they've given their approval for this deal? Second question is really just about Vodafone Italy revenues because the business has seen ongoing revenue declines in recent years. But do you believe that you can stabilize or grow the revenues going forward? And how will you be running the business differently from before and are you assuming further consolidation in the market in terms of your business plan? And the last question is really just on the EUR 350 million of shared service costs payable to Vodafone. Can you clarify what is in the number and why the number is so high? I think Vodafone themselves have highlighted their central costs are EUR 176 million. So what's the difference between the EUR 350 million that you're paying and the EUR 176 million that they themselves have outlined?

Okay. Thank you, Polo. It's Christoph. So on your first question, the relevant competent body to approve this transaction is the Board of Directors of the Swisscom Group which includes a representative from the government. And the Board has unanimously voted for the transaction. And in this sense, the government also supports the creation of this new company in Italy. And this is all the approvals we need to move forward on the Swiss side with the transaction. With regards to Vodafone and further -- for Vodafone Italy revenues and further consolidation. So we will -- I don't believe -- I cannot comment on further consolidation. I think we didn't build anything -- any assumption on further consolidation in the business plan. We think that their market will remain very competitive. It's a very crowded market. And even with the NewCo, will remain a very crowded market. And as such, competition will remain to be, I think, intense as today. What is important from my perspective is that we will focus as we do for Swisscom in Switzerland and Fastweb on quality, innovative product, high-quality consumer and business services on NPS, investing, making sure that the customers are happy with what we provide on the product and the service side. And in particular, I think, also on the B2B side, as we have talked about, we see quite a lot of growth opportunities in the B2B connectivity and ICT space. And maybe Eugen can comment on the intergroup or Vodafone Group costs.

Polo. So on the EUR 350 million, there is a broad range of different services behind that, that are currently being provided by Vodafone Group to Vodafone Italy which ranges from B2C products, B2B products, IT network, wholesale and roaming. So it's really a very broad range. You're aware that within Vodafone, there is a high degree of intercompany services. So in terms of the future, some of these services will remain for a long time. Some of these might go rather quickly. So it's quite a mix. Some of these might remain just 2 to 3 years and some of these might remain for a longer time. As I mentioned on the synergy page, we do expect until we reach run rate synergies, savings of about EUR 150 million out of this bucket. With regards to the difference to the EUR 176 million you mentioned, so Vodafone mentioned also in their press release, if I'm not mistaken, the full number of EUR 350 million. The EUR 176 million that you noticed actually referred to the portion of the EUR 350 million that are currently reported by Vodafone below EBITDAaL. There is a corresponding portion of these costs that are currently reported by Vodafone above EBITDAaL. So it's a bit different number. But the EUR 350 million should also be in their press release.

Next question.

[indiscernible]

We can hardly hear you.

Is this better? Is it better now?

A little bit better.

A little bit [ Georgios ].

We move to Zoom calling in my organization. So to get an idea of the future of integration issue that you may have as well. So if I can ask 3 quick questions, please. The first 1 is on the NPV of the taxes of EUR 0.5 billion you show EUR 200 million run rate, indicatively in 1 of the slide you said it should last through very -- through the integration period, which is around 5 years. I was wondering if you can give us roughly the total amount rather than just the NPV, so we can get a better feel about the run rate of the synergies? The second question is on MVNOs. So with the major MVNO in PosteMobile, which I think last for another 3 years, if I'm not mistaken. How are you thinking about that when you are considering you are in a way moving from one MVNO to another? Is there a risk that they addressed that by attacking the MVNOs that Vodafone already had on their books. And then the final question is around the Swiss Confederations stake, and there is obviously a lively debate about the future of the state of Switzerland. If you could please give us maybe the technical elements of what needs to happen for the Confederation to change their shareholding in Swisscom that will be very useful.

[ Georgios, ] I'll give it a try at the first one, but you were extremely hard to understand. I'm sorry about that. So I'll try my best. When I talked about the NPV of the tax benefit, so EUR 0.5 billion, it's a rough NPV number. And it corresponds to the annual difference in tax payments that you would normally expect if you had EBITDA -- sorry, if you had CapEx equal depreciation and no tax assets, compared to the situation that -- to the actual situation with the tax assets in place. So we did the difference between the 2 on an annual basis and discounted them to today, and that gives you the EUR 0.5 billion. I hope that was clear. But if not, just follow up with another question. It was very hard to understand. I'm sorry.

Okay. And then on your MVNO question. So yes, you're right that the PosteMobile contract runs until '28, I think and of course, we will continue to provide wholesale services on the Mobile and Fixed side, and we will compete for all -- try to keep the customers happy and retain them with Vodafone. But of course, there is always a risk also that an MVNO customer goes to another operator. But we will just have to do a great job at servicing them to make sure that they are happy as a wholesale customer and stay with the NewCo in the future. On the -- your Swisscom privatization question, essentially, the technicality of it, it's a federal law from the Telecommunications Act, which actually says that the Confederation has to own the majority of the shares. So in order for that to change or to privatize Swisscom, the parliament would have to meet to pass or change the Telecommunications Act, which might also be subject to a referendum in Switzerland through a public vote. So it's quite a lengthy multiyear process, which I'm sure will be discussed in Parliament in the coming years, but it's essentially a political decision -- discussion and decision, which will require several years.

Next question.

Usman from Berenberg. I guess I just wanted to kind of push back a little bit. I mean, in your calculations, I mean, you're assuming synergy drop-through. I mean what are you assuming for the revenue development of the NewCo? The reason I'm asking is in this sector, especially when transactions have happened in the market that's in broader decline, typically, the synergies have not fallen through to the bottom line because the revenue declines have been bigger than anticipated. I understand what you're saying about trying to differentiate in the market with network investments, but this has not been a viable strategy if the market has been declining with other of your peers. So can you perhaps give some reassurance that the synergy will not be eaten up by revenue declines post transaction?

Okay. So maybe you noted on the synergies in our presentation of the case that our case builds on tangible cost synergies with limited execution risk. Now we don't yet give obviously, any guidance on the revenues of Vodafone Italy. But you might have noticed that we did not mention any revenue synergies, although we might have done so. And although there might be also some obvious revenue synergies, given the increased convergence that Christoph mentioned. So I think in our numbers, there is already a bit of a buffer in there, by not accounting any revenue synergies for any remaining revenue [ decline ], that there might be, point number one. Point number two, as Christoph mentioned, there are growth opportunities for the combined entity. Number one, on the Fastweb side, the ones we had in the past, but also on the Vodafone side, the [ Fastweb ones ] quite well. Also on the Vodafone side, the whole value-added services and ICT area provides opportunities for growth. So it's not only about potential revenue [ decline ] on the [indiscernible].

Second question. I'm sorry you wanted to say something? Okay. Let's go to next question.

Josh Mills from BNP Paribas Exane. I just wanted to come back on 1 question around the Vodafone ongoing charges. So you're saying it's EUR 350 million at the moment. And then in the longer term, you expect to realize about EUR 150 million of savings as part of the indirect cost reduction. So forgive me, if I'm missing something, but what are you still going to be paying Vodafone say in 4, 5 years' time, both in absolute terms in euro millions? And then what for and what will you be actually getting from these services, why you're not internalizing all of them?

So you got the numbers correct. So out of EUR 350 million, we intend to save EUR 150 million, which gives a total cost for the services that are now provided in this category of roughly EUR 200 million at the end of the integration phase. Now how much of this -- out of this EUR 200 million will in the end be provided by Vodafone or other suppliers remains to be seen, and it's too early to discuss.

Okay. And so then another question about pricing, it would be, what are you committed to pay Vodafone over the next 3 years and beyond? Is there a minimum amount, which you'll be paying them or should we just take the EUR 200 million in year before as the run rate?

Yes. I fully understand your interest from Vodafone angle. Let me [indiscernible] this, as I mentioned before. It's a whole range of services behind it. It's about 2,000 agreements that cover these [ services ]. The number we provided you, the EUR 350 million, our expectation of the first year expenses, it's an expectation. And also the EUR 150 million savings are an expectation. It's not a firm commitment for an absolute number.

Next question.

It's Luigi Minerva from HSBC. Just 1 quick follow-up on Josh's question. So of the EUR 200 million of cost that would still be payable at the end of the period, could this become actually -- because you said they may be provided by Vodafone or other suppliers. May this become actually an intercompany cost within the Swisscom group, so may be provided by Swisscom to the Italian operation. And secondly, just a clarification on Slide 11. Can you take us through -- so if you look at the current fiber FTTH footprint and your target for 2028, can you give us the split between what Fastweb directly owns and what is within FiberCop? So you mentioned in 2020, currently it's 40% of the 10.6 million split between [ own ] and FiberCop, and then you want to increase that to basically 12.5 million in '28. So if you can give us the split would be helpful. Yes, I can't hear you. Did you hear my questions?

Can you hear us?

Yes, you're now back.

Luigi, I'll take the first question. So the EUR 200 million at the end of the integration period are the costs for these services, but it doesn't say anything about who provides these services. It could be provided still by Vodafone. It could be provided by third parties. It could be internalized in our Italian operations. It could even be, as you mentioned, provided by Swisscom, although that's rather unlikely because we do not plan too many interdependencies between the 2 country operations.

And on the -- on your second question regarding the fiber rollout. So Fastweb owns some of the fiber itself and -- but most of it is built through our FiberCop investment, and we don't disclose the exact split between own build and the FiberCop build.

Okay. And then will the -- if the NetCo deal happens at the Telecom Italia level, will this change at all your ambitions for 2028?

No. We are still owner of the -- or will be owner of the new NetCo. We own a 4.5% stake in the intended NetCo. So no changes in the strategy on that side.

Next question.

Yes. It's Steve from Redburn Atlantic. Well done on getting the deals done, guys. Yes, 3 questions. First of all, just on the leverage to the 2.6x at the end of '25, does that include the EUR 700 million integration costs, is question one. Secondly, just coming back to, I think, [ Georgios' ] question on the MVNO savings. Is that all remote [ swap out ]? I mean, is it a full MVNO that you don't require any SIM swaps. And can you just help us understand the kind of timing of giving notice to [ TI ] and moving the traffic across? And then just on -- coming back to [ TSA ] costs, does any of that include paying for the Vodafone brand in Italy? And will you have to rebrand in Italy to realize some of those savings? Or do you think you'll maintain the Vodafone brand for the foreseeable future? And maybe 1 final one if I could, just cash tax, [indiscernible] sure in the presentation. Do you expect [ to pay any ] cash tax [indiscernible]? And at what point you might -- you expect to pay some cash tax [indiscernible], that would be great.

Okay. I'll start with the financial details maybe. So cash tax. Yes, obviously, at some point, we do expect that at some point, we do have to pay taxes, but very limited ones over the integration period, as I mentioned, given the tax assets. On leverage, yes, integration costs are reflected in the leverage number, but not the full integration cost in the leverage number of 2026 because there is the ramp-up of the integration cost. But whatever piece of integration costs, is already incurred in the respective year. It's reflected in the respective leverage number, and we do not pay for the brand, it was paid for in -- through the purchase price. So this is the financial part. So on the...

On the CHF 2.1 billion of pro forma cash flow that you showed, does that have no taxes in currently? Is that a sort of realistic landing point?

It's realistic for the end of the integration period. Obviously, long term, at some point, you need to pay 28% taxes.

So regarding your branding question, maybe a couple of follow-up details. So with the purchase agreement, we also signed a brand licensing agreement which allows us to use the Vodafone brand for another 5 years in Italy. The whole brand is completely owned by the NewCo. But obviously, the Vodafone brand has to be phased out after latest 5 years and we will decide in the coming months, how we will move on with the branding strategy of the NewCo. This is still a topic that needs more reflection and to be decided.

Sorry, does the EUR 150 million of savings include any reduction in that brand cost? Or is that something over and above that?

No, that's a different bucket because brand we don't pay for.

On the MVNO cost savings essentially are linked to the usage of Fastweb today, our -- the Fastweb mobile business, we are paying Wind Tre and Telecom Italia for the network usage, especially on the 4G side. So by switching over our Fastweb mobile subscriptions to the Vodafone network, we can completely eliminate those payments to Wind Tre and Telecom Italia. And this will lead to this direct cost savings in the future.

Sure. But do you have to sort of notice -- can you give us an idea of the timing and the mechanics of that? Does it require SIM swap? Is it all remotely done? Because obviously, these things can be quite tricky to execute.

No, it will be remotely done, so there is no SIM swap required. But obviously, you cannot like do it in 1 day. You need to be careful about network planning, usage capacity and executed over time. This is also why the synergies ramp up throughout the '25 and '26 and do not materialize like in 1 go. But the exact migration strategy, who is migrated when will be decided in the coming months as well until closing so that we can execute it very carefully once the closing has happened.

Next question.

This is Nuno Vaz from Societe Generale. I have 3 questions from my side. First 1 is on the merging of these 2 brands, especially on Mobile, Fastweb is a very different customer perception. I mean it's a lower-priced brand that you're merging with Vodafone that's higher priced. So just wondering how you're planning to merge this, considering this difference. Then just on the financials, and energy costs were a big impact that Vodafone sort of disclosed was dragging the EBITDA in Italy down quite considerably. I believe it was 10 percentage points year-on-year on the latest half year disclosure. So just wondering if you could give us an impression on what's the trend on these energy costs and the potential reversal now that energy prices have fallen in Italy? And then final question on the leverage because you mentioned 1.1x integration impact. And I've noticed that you've said it's reflecting EUR 1.7 billion in leases and EUR 1 billion of lease expense. So it's a very low ratio, which I understand because the renewal is upcoming quite soon and this will increase to 4.1x capitalization, but credit agencies, they do adjustments to reflect these lease capitalizations. So just wondering because these are very low capitalization rates and this could impact your gearing from the side of the credit agencies. If you've spoken with them and if you're reflecting this on your objective to maintain the high credit rating.

Okay. I'll take the first question on merging the brand. So merging the brands is obviously a very delicate [ matter ] that needs to be analyzed or reflected very carefully, and we need to develop the precise strategy that we will execute over the next 5 years, especially on the consumer side. And you're right that today, on Mobile, the brands have a different positioning. Vodafone is rather the premium brand and Vodafone is an [ attacker ] of lower-priced brand on the Mobile side, but on the -- actually, the Fixed side is exactly the opposite. Fastweb has a premium positioning on the Fixed and Vodafone a bit lower priced. So we believe that we can merge both brands together into 1 premium brand because depending on the different segments today, already the brands have a premium positioning. But as I said precisely how this will happen and when it will happen, will be defined over the coming years. And it's not a topic that we can talk in detail today.

Maybe on the -- I would not like to go into too much forecasting on the individual expense items of the company, we are not owner yet and with another party company being the owners, so I will dodge the energy cost question, if that's okay. I mean, obviously, the impact so far is related to the energy cost spike in the past, and we all hope that this is behind us. But I would like not to give you any specifics today, maybe more when we talk about the first guidance for the combined entity next year. On the lease expense, yes, we have discussed the transaction with both rating agencies. And my statement that we are highly confident that we will retain the single A rating is a reflection of these discussions. And obviously, also this expense has been a topic in these discussions.

Can I just have a quick follow-up, sorry, since I didn't get an answer to the second question. Just very quickly on the MVNO savings. Because you mentioned it's 80% of EUR 240 million. So that's almost EUR 200 million savings from the MVNO. And I believe that's around the same level of your service revenue from Mobile at the moment, right? So you're expecting, I would say, 70%, 80% margin on this MVNO revenues, as I said, a cost saving. Is that fair?

Yes. I won't comment on the revenue figure because I think we have ever disclosed it. It's -- suffice it to say that it's higher, obviously. But apart from that, your rough calculation is right. We go from a mostly 4G MVNO situation to a fully owned infrastructure. So the savings on the [ COGS ] is obvious.

Thank you, Nuno. That was the last question. So I would like to conclude today's Analyst Investor Call. If you have any further questions, please do not hesitate to contact us on the IR team. Thank you again and speak to you. Have a nice day. Bye-bye.