Vend Marketplaces ASA (VENDA) Earnings Call Transcript & Summary

I know we reached the hour. I'm just like letting some more people join here, and then we will kick it off. Okay. I think that we can start for tonight. So warm welcome from Schibsted. And thank you so much for joining us tonight on such a short notice. Like you've seen, I mean, roughly an hour ago, we shared some exciting news from the Schibsted side. And although we can't provide like in many more details, looking at the press release which has been released. Kristin, our CEO; PC, our CFO; and myself, wanted to give you the opportunity to ask some pressing questions tonight. So later, after a short presentation from Kristin and PC, you will have the option to ask questions by just like using the raise handed function or using the chat. And I will try to, yes, coordinate this a little bit. So with this, I will just share the presentation. And Kristin, then afterwards, if you can see the screen, just go ahead.

Okay. Thank you, Jann-Boje, and welcome to everybody from me as well. So the transaction announced today, it unlocks over 20 years of sustained value creation in Adevinta, and it allows us to focus further on Schibsted's core business going forward. The offer price per share to Adevinta, offer to Adevinta shareholders equals NOK 115, and that values our stake in Adevinta to approximately NOK 40 billion. We believe that this transaction is the most certain and value-accretive solution for both the Schibsted and Adevinta shareholders as it delivers a premium of 54% to the 3 months volume weighted average. The transaction represents a major milestone in realizing Schibsted's full potential, thanks to the reduction of our ownership in Adevinta by 60%, for which we will receive cash proceeds of NOK 25 billion at closing, and that's made up of NOK 24 billion from the transaction itself, and NOK 1 billion from the TRS. And at the same time, we will secure our participation in incremental value upside through the reinvested amount. And we're aware of the importance of capital allocation for our shareholders, and we intend to use the cash proceeds from the transaction to return capital to our shareholders. Adevinta represents -- I think somebody needs to mute, maybe. If you click the next slide Jann-Boje. Adevinta represents for us a journey of more than 20 years of sustained value creation. It was initiated in the early 2000s by pioneering the online classified industry and subsequently exporting its success across borders as demonstrated by the establishment of leboncoin, many value-accretive acquisitions, which all culminated in the creation of the world's largest online classifieds platform when we supported Adevinta in the acquisition of eBay Classifieds in 2020. The transaction represents the natural next step in our strategy for Adevinta, which we started in 2019 with the spin-off and the sub-IPO and continued over the following 2 years with a progressive transition from strategic to financial ownership, ultimately intended to capture and deliver value creation through the monetization of our stake. This is consistent with what we communicated over time to the markets, and we have thoroughly explored all potential alternatives. We firmly believe that the transaction satisfies the strategic goal for the Adevinta stake by enabling one of the largest European take-private transactions, which will result in the most certain and value-accretive solution for Schibsted and our shareholders. And we will dive this -- dive into this a little bit more on the next page. So on the one hand, the transaction delivers significant, immediate and future value creation. Immediate value creation to Schibsted and Adevinta shareholders given the significant premium delivered by the transaction. And by agreeing to sell 60% of our stake in Adevinta, we will receive approximately NOK 24 billion of cash proceeds at closing, plus substantial incremental value upside from the reinvestments alongside the consortia. And on the other hand, we believe the transaction will also position Schibsted for further future value creation from a potential stock re-rating, thanks to unlocking our balance sheet, which in turn will enable us and the financial markets to better focus on Schibsted's core businesses. Taking into consideration both these factors, we believe this transaction represents the most certain and value-accretive solution for Schibsted and its shareholders. This significant value creation and the premium opportunity to shareholders exist only because of this transaction, one of the largest take-private transaction in Europe ever. Possible only thanks to the active support of Schibsted and eBay, including the partial equity rollover of our stakes. We believe the transaction does not only benefit Schibsted and its shareholders, but it's also a significant and attractive value creation opportunity for Adevinta and shareholders. In a private setting, Adevinta will be best positioned for further -- for future growth, thanks to the support from its new owners. And Adevinta shareholders are offered the opportunity to participate in further future value upside via the equity rollover alternative. Schibsted will remain an influential minority investor with continued focus on value creation with respect to our retained stake, and as such, we will continue being a trusted partner for Adevinta and its new owners, providing continuity and industry expertise. And with that, I'll leave it to you, PC, to give a transaction overview, please.

Thank you. Kristin, you have already mentioned many of the key points of the transaction. And this slide serves more as a handout giving a more detailed overview. But I can highlight a couple. The minium acceptance threshold of more than 90% of Adevinta shares, this includes the share already owned by Schibsted, Permira, eBay, in total 72.6% -- 72.3%. This and other closing conditions can be weighed by the bidder, that the closing is expected to be in Q2 '24. And that an offer document with more details is expected to be completed and announced during the month of December this year. If we move on to the next slide. As Kristin mentioned, upon completion, Schibsted will receive NOK 25 billion in total cash proceeds, NOK 24 billion as cash consideration in the exchange of the 17% point stake that we're selling, plus an extra NOK 1 billion as a part of the cash settlement related to the TRS that we already have entered into with Danske Bank. Both management and the Board are well aware of the importance of capital allocation for our shareholders, and we will follow a very disciplined approach. We intend to use the cash proceeds from the transaction to return capital to our shareholders. Over the coming months, pending completion of the transaction, we will continue to go through our toolbox and evaluate the various options for such distributions. At the same time, we will also perform an assessment of the appropriate allocation of proceeds to net -- to debt repayment. More details, including the amounts, the forms and the timing will be communicated in due course once a formal decision is taken. Back to you, Kristin.

We will end the presentation. I'd just like to summarize and reiterate why we think this is a beneficial transaction to all our stakeholders. It does unlock more than 20 years of value creation in Adevinta. It allows us in the financial markets to better focus on Schibsted's core business, and we believe we're well positioned for future growth. The offer of NOK 115 per share represents an attractive premium of 54%, and it also delivers the most certain and value-accretive solution for Schibsted and Adevinta shareholders. And it is a major step in realizing Schibsted's full potential by reducing our ownership in Adevinta by 60%, while we retain a minority exposure in Adevinta that offers substantial incremental value upside. We will receive significant cash proceeds of approximately NOK 25 billion, and we intend to return capital to our shareholders. So thank you. We will take your questions now.

Yes. Thank you, Kristin. So I think first up in the queue is Adam here. Please go ahead.

A couple of questions, if I can. The first one is, you said just then that the bidder can waive some of the closing condition rights. Does that include the 90% threshold? So 90% don't tender? Can you talk about what might happen in that scenario, as you understand it and what that means? The second question I wanted to ask is, you're going to retain 11% stake potentially in this private company. Have you secured any rights to sell that stake or any mechanism about how that stake will be valued in the future? Are you just having to wait until the majority shareholders eventually exit this and you'll get the cash out at that point in time? Is there anything around the exit mechanism that you can disclose?

Yes. Maybe I can start on that. On the first question, yes, the waive comment also includes the 90% threshold. I don't think we have more kind of details around than that. On your second question is around our retained stake. I don't think we can go into the details of the agreements in terms of if there are opportunities or not related to potential transactions before -- I think we would need to leave that for now.

And then I think next up in line is Peter.

Just want to confirm, is this already -- has the Schibsted Board already, essentially signed this transaction document?

Well, yes, well, I mean, obviously, the Board has approved the support of the transaction from our side unanimously yes.

Okay. Next up in line is Silvia.

So my first question is on -- any color you could share in terms of how you decided how much of the stake you wanted to keep? And what sort of timelines do you have in mind, if you can comment about that, like medium, long term, so to speak? And then I'll have the second question I ask afterwards.

Okay. So I can just say that it was -- as I said, to enable this transaction of such size and complexity in the current times we're in, it was necessary to support the transaction with a rollover. So it was a condition for the deal to happen, okay? So that's the answer to that. And when it comes to -- I think, we can say that there is -- we have, of course, negotiated around that stake. And there is flexibility to it, but we do not want to disclose those details now, where you will -- I think it -- I will refer then to the transaction documents.

Okay. And then the second quick one was just around the importance when you need to contribute pro rata to any investments Adevinta might pursue under the new ownership, I think you mentioned during the presentation, how even pro rata high perhaps Adevinta could pursue new avenues of growth. So just wondering if there is any pre-agreed commitment on participating in any forms of investments for Adevinta?

Maybe I can comment. I think there's no commitments in a way, but there are, of course, opportunities, but I don't think we should go into more detail than that.

Okay. I think next in line is Pete.

Maybe the first one on, what kind of visibility could investors hope to retain to the Adevinta and its core assets? That's the first one. And then what kind of strategic changes do you think the new ownership can bring or unlock as at least the consortium in their statements says that significant investment, like is necessary or they want to do significant investments. So what kind of changes could this bring to Adevinta? Those are my 2 questions.

I can start with the last one and then you can do the other one, PC. So I think, first of all, we really believe that Adevinta has a great plan in place, and we strongly support the plan and the management. We do believe, however, that it could be -- or it will be favorable for Adevinta to be in a private setting because it needs to undertake some investments in terms of accelerating the transition into transactional models, it needs to further work on the verticalization of its different business to enable synergies across to a larger extent. So -- and there could also be other types of investments that would speed up the transformation, while at the same time, be probably a more aggressive participant in terms of marketing and market positioning in the core markets. So it's sometimes or it's often easier to do that in a private setting, where you don't have to balance all those investments sometimes happening at once out with the short-term margin pressure.

Yes. And then on your second question. As you know, as a private company, Adevinta will no longer publish quarterly and annual financial reports in the same way. Schibsted will, of course, continue to include information about Adevinta, both in our annual and interim financial reporting. We haven't -- not all the details are finally announced yet, right? So there's still some work to be done before concluding on the financial treatment first of all. But the way it looks, the likely one is that we will keep this as investment, held at fair value, and that the fair value changes will be kind of included in the net financial items in our P&L. And then we will, of course, try to give as much color as we can on how this -- and reasons for the changes in our valuation.

Right. So you would just -- so that I understood it, you would basically market in your P&L in line with how the private equity guys are marking it.

Well, any -- I mean, we will do our updates on a quarterly basis in terms of the valuation of this retained stake. And if there are changes in positive or negative direction, that will then be reflected in the net financial items.

There is a question in the chat, Jann-Boje, about tax, whether proceeds are tax-free to Schibsted? And we can confirm that they are. And then in case of a subsequent special dividend, how is this going to be taxed to Schibsted shareholders? Do you want to do that one, PC?

Yes. So I mean, different shareholders have some different sort of consideration related to taxes and different sort of forms of distributing proceeds. As I said, the exact tools and the formats and the amounts are still to be decided and will be communicated in due time. And as part of making that decision, we will also look at potential tax implications for our shareholders through the various kind of ways of distributing proceeds.

Yes. I think next up is Andrew.

I hope you can hear me okay. I'm on a train. Can we just talk a bit about what you learned from the spin alternative that you guys would be looking at. It would be really helpful to understand exactly what the other options on the table were and help to lead us to the conclusion as to why you felt this was the best route. I understand there is value uncertainty. But just talk us through what the other options were.

Shall I take that, Kristin? Yes. So I mean, as we have talked about from our Capital Markets Day and so on, we have various set of options, where, of course, one of them was a deal like this, where we're very happy with, and we think it's the best alternative in terms of value creation. One of the alternatives that has been mostly discussed with you guys is a kind of spin alternative. And how we have assessed it on our side, if you compare a spin alternative to this deal, is that if this deal fails or was not announced, the share price of Adevinta was likely to pull back to previous levels that we had seen in the last year. And as Kristin has said, I mean, this is a structural deal that is not easy to pull off. There has not been any other alternatives so far. And if something comes up over the coming weeks, we have the opportunity to move if there is a better alternative for Schibsted. And then there has been quite a lot of discussion around overhang, right? Because our view is that, there is overhang issues, but most of them will probably continue. You will get some immediate overhang issues from the spin itself. And then you have overhang from eBay and Permira. So it's not going to go away, as it has been. And then I mean, we agree that there is an upside potential in Adevinta. But it will then be fully exposed to both execution risk, to macro risk and also to competitive risk. So the -- our assessment is that to view a spin more attractive than the deal that we now have announced, you need to believe in a share price of Adevinta 1 to 2 years from now, which is far beyond the NOK 115 offer that we have at the table. So that is basically some color on our own assessment on why this deal is creating more value for shareholders than a potential spin that was one of the alternatives that we have looked at.

Are you able to clarify whether you could have done a spin tax free? Or would it have been taxable on? And as a follow-up to that, please, can you talk through in more detail on the tax treatment of returning capital, also special events like buybacks, et cetera.

So I don't think I will go into detail in terms of tax treatment on the various forms of share distribution. We will take that into consideration before we make any final decisions. And then, what was the first question?

If you got any clarification on the tax treatment of the spin?

Yes. So tax treatment, that is something that we have worked on. It has still not been fully completed. So we don't have kind of a final conclusions of that. So I think that's what we can say at this point.

Andrew, are you okay then with your questions?

Yes, that's great.

Okay. Before we go over to the next person, I have some questions on e-mail. You guys keep me busy, different channels. So first one is like, do you keep a director seat in Adevinta? And then second one, is there any cash outlay related to the rollover of your stake in the [indiscernible]? Yes, if we take these 2 questions first.

No cash outlay. I didn't quite hear the first one. So maybe PC do that one?

The first one was on the -- if we keep a director seat in Adevinta?

Yes. We keep -- sorry, we keep 1 director seat.

And then there is like a follow-up here as well. Is my understanding correct? There's no tax leakage for Schibsted. I think we had that question, but maybe we can confirm it. And if there is an option for Schibsted to sell the 13.6% stake in Adevinta down the road, what are the options here going forward?

Yes. So we can confirm the tax question. I think in terms of future optionality, of course, we have that. But I think the way you should think about it is that this -- it was necessary for the deal to happen. And there is -- you should not expect any kind of immediate transactions or monetization of our retained stake. So I think we should think about this over a period of time. And then at some point, there will probably be an opportunity to monetize this stake, but nothing that we have, you know, planned around the corner.

I think next on the line is Markus.

So just a bit more on capital allocation and some high-level thoughts on the mix here because obviously, we're talking about quite significant proceeds relative to your market cap. So how would you think about the mix between share buyback, dividends, M&A, and maybe a bit on what's an appropriate leverage ratio over the medium term here?

Yes. So I think, yes, I can take that. So I would love to give you more details and color on it. But I think we need to stay on our kind of general statements that we will come back with more details in due course. We have, at the closing of Q3, around NOK 5 billion of net debt. I think given this situation and how the world looks like, it makes sense for us to use some of these proceeds to strengthen our balance sheet and reduce debt. Exactly how much, we haven't decided on yet, but -- so we'll come back on that. And then we have historically used share buyback as one vehicle. We see that naturally, also as part of the toolbox going forward. But it has some limits in terms of how much can you actually do that, but that is something we will come back to. So I think you should expect that there will be a mix of different tools that will be used given the size of this cash proceeds.

Okay. I think next in line, we can take Spencer.

Okay. I was wondering, given this is a 20-year journey of adding value for Adevinta, have you worked out your IRR over the entire length of this transaction? And secondly, I'd love just a few more details around the principles of the capital allocation framework. So I appreciate some debt will be repaid. There will be some mix of -- you're thinking about buybacks versus special dividends, et cetera. But just what are the high-level principles you're using to decide between these options?

Yes. So let me start on the last question first, around the principles. I think I've shared the general kind of statements that we intend to share -- distribute these proceeds to our shareholders. So that is one principle. I think strengthening our balance sheet, come back to how much, I think is another one. Third one that we will probably use, a mix of different tools in order to distribute these proceeds. I think that is how far we should go tonight, and then we will come back in due course with more details around our key principles. And then on the first question, I don't have that number.

No, we don't have the exact number here, Spencer. I think it's a very good one, but no detailed IRR calculation on the Adevinta stake. If you don't have more questions, Spencer, then I suggest we go to -- back to Pete.

Just one more on Adevinta. Like what kind of thesis are you driving in the future private Adevinta? Is it still like the conglomerate scale benefits across countries type of thesis? Or would you be willing to consider other approaches to maximize value of the asset for the business as well?

I think, as I said, we do strongly believe in the plans paying out. But obviously, if this transaction goes through, it will enable also some other considerations. And I think the new Board of Adevinta will need to sit down and agree to that, and what will be constructive in such dialogues.

And I think, just to add, there are some color in the press release from the other side. They give some indications on the direction.

Thanks for good questions, Pete. I think that we can go to Lisa.

Am I right in thinking that all the proceeds will be used to either delever or -- and obviously return capital to shareholders? You haven't really mentioned M&A. So I'm just wondering like, you don't intend to use any of the proceeds for M&A. In general, could you maybe just give us an update, when you think about capital allocation as well, like what are -- what could be in the M&A pipeline for the coming quarters or years now that you have a very different shape with -- in terms of the sum of the part and in terms of your intentions going forward?

Yes, I can go on that one. I mean in general, we don't comment specifically on M&A or our M&A pipeline. I think M&A is a part of the Schibsted, what we have done today, and we'll probably still continue to look at inorganic options to strengthen our core business. But not -- there's no change related to this transaction. We were not looking at it differently. We will not do more or less because of it. And as we have stated a few times now, the intention here is to distribute these proceeds to the shareholders with an exception of also using some of it to strengthen our balance sheet. So there's no kind of isolated buckets set aside in terms of specific M&A.

I think I see a couple of questions on the chat. So I think first one, if we stay with capital allocation, what is the optimal leverage level post the transaction? And how much debt will need to be paid down to get this ideal level?

Sorry, I was reading another question. But I don't think we should -- if it was a question related to debt levels, I think we need to come back on that. It's somewhere between where we're today and 0. How far, we will come back in due course.

And then there are 2 questions on the regulatory approvals. First one, what kind of regulatory approvals are needed to close the deal? And then related to this a little bit, why closing in the second quarter? Do you expect extended regulatory reviews?

Yes. I think I can just say that this transaction will be subject to sort of, let's say, that almost like the standard regulatory approvals, but we don't expect any material issues around this. But as you know, it takes some time. So that's why we aim for the 2Q closing.

I think currently, I don't see more questions in the chat here. We will have a hard stop at quarter to 8 Oslo time, but 10 more minutes. Yes, I think, Andrew, you have your hand up again. So please go ahead. Andrew, you're on mute.

You're mute, Andrew.

I think he's on the train. So maybe with.....

Oh, he might have problems. Okay.

Is that all?

So far, it's all. I'm just checking my inbox while we wait.

Oh, Andrew goes again.

Sorry, I'm back. Apologies, 4G network on German trains. Could I just ask how you kind of thought about how your stock may reflect a discount on the Adevinta stake in a private company until the point that it becomes liquid in less a few years' time? And how you weigh that up as part of your framework [Audio Gap]? And I guess the feedback from your minority is around the kind of duration [Audio Gap] that might be different. So curious on your take as to how you're thinking about that.

Maybe I can go and then you can fill in, Kristin. Okay. Sorry. We lost you a bit there, Andrew, in the middle of your second question. So I think the -- maybe you can repeat the last part of your question, please?

Just essentially the duration expectations of your minority shareholders. And if you have a 5-year view on the stock, Adevinta will become liquid again, but how you're thinking about people who maybe have a 1- or 2-year view, how to discount a stake in a private company?

Yes. So I mean, of course, it's a complicated -- a complex, with a lot of different shareholders with different perspectives and different kind of incentives and so on. I think our core belief and what we have been really focusing on here is to do what we believe creates the most value for our shareholders from a fundamental perspective. Then of course, we also need and want to work consistently over time now to do what we can to reduce any discount that is on Schibsted overall, and that is sitting on -- potentially on Adevinta specifically. So -- but I mean that is a bit up to the investors in terms of if you feel that you need to discount some of our assets. I don't think we have reflected specifically around the Adevinta retained share. Keep in mind that this was a necessary step in order to realize this value-creating deal that we now have announced. And then, of course, we will do our best in terms of keeping you updated in terms of how the value of the share is developing and arguing for any ups and downs that you might see.

I think, Spencer, your hand is up. So please go ahead, if you want.

Yes. I'm reading the eBay statement, they are going to retain a 20% ownership. But I think they have the right to reduce the holding in Adevinta down to 10%. Do you have a similar right to sell some of your 13.6% stake in Adevinta?

Not with the same time frame as that specific provision that they have.

Anything else, Jann-Boje?

Just checking my inbox quickly.

I think we have a question here from Chris on the....

I may have missed this earlier, but is there any consideration given to potentially distributing the remaining shareholding in Adevinta to your shareholders? I think the market cap would be actually not that different really than at NOK 115, relative to what's traded publicly today that Adevinta NOK 1.5 billion of traded value for a public stake. Is that a scenario that's possible in the future? Was there any consideration given to that as a potential option?

Yes. I can -- I don't think we can give any specific comments on that. But I think you should see the retained stake at the -- and asset that we have, and we will have for some time, having us a financial view on that and be part of that value creation, and that, at some point in the future, take part in a monetization event related to that stake.

Okay. I think, Andrew, your hand is up again.

Sorry, guys, that's a promise, last one. Can I just talk a bit about how you thought about the value of Adevinta in this transaction? Because, on the one hand, there's a desire to get a deal done, and maybe people who are part of a consortium didn't want to go higher. On the other hand, some of your shareholders own Schibsted for the medium term upside in Adevinta and some of that has been taken off the table. And I think if you read the language of the Adevinta Board in their statement, it's not a ringing endorsement at NOK 115. So just curious as to how you thought about puts and takes there?

Yes. Thanks for that. It's a good question, right? So I think the way we're looking at it is that this deal strikes a very good balance between immediate value creation and also taking part in what we believe will be a substantial future value creation, right? But if you comment on the question on the first part, how can -- how do we view the value of NOK 115, we have, of course, our own fundamental valuation, and this number is well in line with that. We also see that it is a substantial premium above 50%, what has been traded over the last 3, 6 and 12 months. We see that the upward terms is with attractive multiples, both when compared to peers and also similar transactions. And then, as I commented also, I mean, the Adevinta special committee has confirmed that the pricing is fair. So I think we believe it's a very attractive price. There are scenarios where we believe that Adevinta can develop positively going forward. But that's not a guarantee, right? There is uncertainty. There are risks around. So you can also only see the upside. So that's why we believe that this is a good opportunity, both to create value here now at attractive terms and at the same time, be part of a future value creation.

Okay. Then I also see a question here on the chat. So I think Peter was just asking again here. He wants to clarify a comment from PC. And it says, if there's a better alternative in the next few weeks, can you still pursue it? Meaning, is it still possible for the Board to change its mind? Or is the deal really signed?

The deal is signed. So we cannot change our mind, but there is a provision there. If there is a more attractive offer that comes in place within that time frame, we're free to accept that offer.

Okay. I think that we're almost at about quarter past 8. I don't see more questions here on the chat or in the queue. So -- let us say, we thank you again for taking your time tonight and being available on such short notice. And yes, Kristin, maybe want to say a few words too before we end up here.

Yes. No, just to thank everyone. I mean there's -- this has been a very, very long process. Just I know that there are some divergent opinions about this, but trust us that we have really exhausted every option there is, and it's really our true conviction that this is the best way forward. And we hope that time will show that, that's correct. So thank you, and we trust that we will -- that we're doing the right thing here and that this will be a good solution for all parties. Thank you.