Visionix Ltd. ($REG1V)

Good afternoon from sunny Helsinki, and welcome to the webcast, everyone behind the line and also here in Sanomatalo. My name is Jouni Toijala, and I'm the CEO of Revenio Group. And excited to get everybody here in the audience and also in the webcast. So this is a significant day for us as a revenue and also a significant day for Visionix. So we are going to make the history today. The name of the game is today to go through first by me, the logic why we decided to join forces with Visionix. Robin is going to go through the transaction details. And then perhaps one of the most interesting part is to actually get Marc from Visionix, our President and CEO, on the interview together with Charles from Caravelle and also Arne Boye Nielsen, the Chairman of the Board for Revenio Group. We have been having many, many discussions, I would say, even countless discussion regarding to the -- what would be the dream case match made in heaven for Revenio Group to join the forces with I can see many familiar faces here from the analysts also, we have had extremely huge amount of investor roadshows and what we have been answering with Robin is that it would be great for the group in the long term to have extremely complementary product portfolio, expand our EUR 1 billion market in the ophthalmic diagnostic devices to the new segments where we are not currently playing. Then if we get the scale to the product portfolio, we are going to get the scale to the channel in order to provide a better package in terms of product also for our distributors. And then, of course, the most important part as well is our existing and new shareholders. So we are really able to accelerate the growth. So really happy to announce today that we have now signed the deal with Visionix to join the forces. We are going to end up with a total different league sales is going to be roughly EUR 25 million, EUR 50 million EBITDA level. And the enterprise value of the deal is EUR 290 million equity value, EUR 250 million. Robin is going to go through the details through in more detail, but we are going to finance the deal with the cash with revenue shares and then, of course, the debt financing and then the vendor loan. But Robin is going to come back to this one later. I'm sure we slightly missed at least the analyst schedule today. So thank you all for coming here at Sanomotalo face-to-face. And I'm sure quite many of you have after the reading the news, so you have been most probably looking what the vision is about the company. So founded by Marc. So really happy to have Marc on the stage later. So he's going to tell the story. And then in terms of the sales, so a bit more bigger than revenue group, EUR 140 million EBITDA level, EUR 16 million, roughly EUR 17 million, 5 R&D centers across the globe. And then from the sales perspective, this is a really good match for revenue, as you can see. So we have roughly 50% at the revenue side coming from the U.S.A., then roughly 30% from the Europe, Middle East Africa, LatAm, Canada and then the remaining part from the APAC. So this is nicely going to balance our joint combined company in the long run because a big part of the Visionix revenue is coming from the EMEA region. Then also like we, so extremely good thing is that the Visionix is also having a direct channels, then part of the business coming from the OEM side and then as us distributor network as well. And from the offering point of view, we are really expanding the portfolio. So we are going to get a fully blown extremely high-quality OCT device package, so not only the one device, but the portfolio of devices at the OCT side. Then the multimodal devices, refraction system, etching and mounting. And then on the software side, we are going to get the data management platform together with the telehealth, which is picking up really nicely at the Visionix end. We have one product only, which is overlapping, and that's the VX 110 fundus imaging device. I mean from the product portfolio, perfect match. If you look at the combined company, so roughly EUR 250 million, EUR 40 million EBITDA level. I mean, we start to be one of the biggest players now on the ophthalmic diagnostic device side. And what's extremely important on this one is that we are rising the accessible market from EUR 1 billion to EUR 2.5 billion. So from EUR 1 billion to EUR 2.5 billion. Biggest part of that one is the OCT, then we get the refractometers, litlamps and then the multimodal devices. And if you go back to the earlier discussions, whether they are our earnings calls or AGM or investor roadshows. So we have been saying that the market where we currently are playing grows roughly 3% to 4%. So fundus imaging, 3 to 4 perimeters, 2 to 3 tonometers, ballpark, the same, even 1% to 2%. So this now gives us a room as a combined company to move from EUR 1 billion to EUR 2.5 billion. OCT, that's the fastest-growing segment as we speak, so a bit after 5%. And then the multimodal devices are even growing faster. So this is extremely good news for all of us. Then what we have really been saying that this really accelerates our growth and the value creation. So it's a total step change on the speed to get to more growth and the value creation. There's 3 top topics here. So the first one is the complementary product portfolio. from the device side and also from the software side. Then I mentioned already that we are increasing the accessible market from EUR 1 billion to EUR 2.5 billion, getting immediate access to the OCT devices, which I think everybody have been missing. And then the synergies are going to be extremely good. So we are also targeting EUR 20 million EBITDA synergies, which are coming by the increasing the top line and then also from the cost side. I'm going to cover these 3 topics now through. And I think this best illustrates the product portfolio. So we have been extremely strong on tonometers, also on the microperimetry, a bit more challenging on the perimetry side. Then on the fundus imaging side, extremely strong. Still room to grow organically as everybody knows and understands. But however, if you now look at the portfolio, so we are going to get through by joining the forces with Visionix, we are going to get the OCT devices. So that's the significant fastly growing $700 million accessible market part. Then we are going to get the multimodal devices, refraction system and then also the etching and mounting part. And then the big topic, extremely important topic is also already fully working sellable telehealth solution, which is the Nexus part of the Nexus platform. If we switch the lens a bit and we look this one from the optical retail or optometry customer journey point of view. So we haven't been ever as a stand-alone revenue. So we have had the spot products in a journey. So we have had the products in pretest screening site like the tonometers DRS Plus, nothing from the refractive, the add- on the diagnostic side. And then, of course, nothing on the finishing and dispensing side. But now by joining the forces with Visionix, we are actually able to cover the whole end-to-end journey, what the patient is going through and really provide the excellent and high-quality diagnostic devices for that, including the software. Another angle or lens to look this one is to look at the different diseases. So we have been strong in glaucoma, retinal diseases. What we have been missing is the OCT. Now by combining forces with Visionix, we are having it. We haven't been present on corneal tissue side. We're not on the dry eye, not on the refractive side. Now we have it by combining the forces. And this is great news. Then the customer segments. So if we think the customer segments where we have been operating, so we have been constantly saying that revenue as a stand-alone 55%, 60% comes from the optometry, then reasonably strong in ophthalmology. But we have been missing on the ophthalmology side regarding to the structure, so how to diagnose the structural changes of the retina, we have been missing the OCT. Now we have it ready to sell in all the geographies, extremely good portfolio of high-quality products. Then on the optometry, we are going to get the expansion for the optometry regarding the refraction. And then we haven't been too strong on fully-blown optical retail. I mean now we cover the whole customer journey. And then, of course, in addition to that, we have been all the time at the home care, then other healthcare clinicals and then Maya for Pharma and research. Let's wrap this one up. I think this is one of the most important topics. And sorry if I'm repeating this one. So we used to be in a EUR 1 billion accessible market with tonometers, with fundus imaging with the perimetry. Now that is going to increase from EUR 1 billion to EUR 2.5 billion. OCT, multimodal, sleitlamps, refractor meters. This is going to be now the path for us to grow years to come. So if we would have been only as a stand-alone company, only focusing on this EUR 1 billion part and coming back to all the earnings calls or AGMs or investor road shows or analyst calls, we have been saying that, okay, yes, we can grow. And then there has been the discussion and a question that what would be the dream package. Dream package is now here. So a wider portfolio moving from EUR 1 billion to EUR 2.5 billion in terms of the accessible market share, able to scale the channel, get the benefits also for customers. So this is really good news. And then if we're really starting to look forward, so we haven't yet fully started the work on this front, but we have been many times saying that we as a revenue, as a stand-alone, we have been constantly investing roughly 10% to the R&D. Visionix team has been doing more or less the same. And we are going to have extremely compelling products coming out for every segment. It's the same for Visionix. And then if you start really to look the long term, combining OCT with TrueColor Confocal tonometry with multimodal devices, TrueCallor in the multimodal devices, et cetera. So we have a huge, huge trust that we are really able to create new innovation in years to come, but together with the Visionix team. Then Value creation. So 2 main levers for the synergies and the value creation. First one is the commercial part. So what to do together to fast track the top line. And then we have operational levers. And based on our current estimates, roughly 70% of the synergies we are able to realize by the end of '27. And there's no upside on this one, whether is it relating to the bringing the new solutions into the market, optimizing the assembly. So those things to be studied in a long run. But let's start with route-to-market opportunities and the channel optimization. So I mean, this is excellent news for our distributors. It's excellent news for the direct sales force in the U.S.A. We go direct all of us in the U.S.A. I mean, now we have a comprehensive portfolio. It's a way wider than before. That's a clear benefit. Then also for our distributors, this is a great opportunity now to plan together how in the long run, we do the business together because, again, we have a way more wider product portfolio. So really good news. Then on the cross- upselling perspective, now as a combined company, we are actually able to go also to the new segments. So this is a good -- so I mean, we have a really good, really competitive joint portfolio. As an example, if you go for Spain, I mean, Visionix is already distributing our products in Spain, extremely good traction on the OCT combined with the EDO ultrawide field imaging. So there's really a lot of opportunities in a short term and in a long term to increase the sales as a combined company. It's a game-changing combination. So think about the U.S.A. as an example. So we start to be one of the most major players in the U.S.A. Sales is going to be roughly USD 100 million, USD 110 million in the U.S.A. This deal also is going to reduce the U.S. risk. So if we now have a U.S. revenue 50% in the long run, roughly 1/3, a bit more than 1/3. There's other extremely good countries, I mean, Germany, U.K., Australia, France, Spain, Italy. And then, of course, all the other regions and the countries then contributing to the to the 26%. Then on the scale benefits perspective, cost savings are the synergies. So the main savings from the operating expenses point of view is going to actually come by integrating and optimizing the systems, IT systems, et cetera. And then we really start to have a volumes on the assembly manufacturing side as well. So as everybody knows, so we are not manufacturing anything. Then if we go for the Visionix, so they have their own assembly lines. So when we start to combine the 2 companies, so I'm sure we are able to get lots of benefits regarding the joint purchasing, joint supply chain management, et cetera. So this is going to be a big part of the synergies in going forward. Before I let Robin to go through the transaction details, so let's wrap up the value creation journey. So '26, '27, that's the time for quick wins and mobilizing the team. So as I said, we are able to harness 70% of the synergies in next 18 months. So we are more or less finished up with the first half. We are going to combine the organization, processes and the systems. So the plan is that we are targeting to close the deal end of May. We have a plan to have a -- right from the day 1, new teams in place, organization clear. We hit the ground on running in order to harness the synergies right away starting from the second half. And then what we also start is the plan for the long-term strategic synergies. So we are going to have a CMD, October, November time frame. We are going to go through the corporate strategy. We are going to refresh the product portfolio, product strategy and that to be communicated then towards the October, November time frame. Then '28,29, we are sure that the -- we are in extremely good shape when it comes to the synergy level. We continued development of the new innovative products and solutions. And then we start to discussing, of course, before that one that how we should optimize the whole assembly, so how the products are going to be manufactured. And I think everybody, of course, are hopefully realizing here that we are really targeting on '28, '29 to the 25% EBITDA margin. So the Visionix team has been working a lot now to improve already the profitability. That work is going to continue. I'm sure that, that is what we are able to do. And then that then brings us to beyond the 2030. So the plan is to continue to grow. Otherwise, it would be a bit more difficult. So if you only would have the EUR 1 billion market share, now we have a 2.5 billion. We have an extremely good competitive product portfolio able to do the turnkey for optical retail optometry. Then there's going to be new interesting innovations on the product side already now for us, for Visionix and then in the combination. And really, the plan is to get the profitability in a long run into the level where the revenue stand-alone is. And we are committed to grow 3x faster than the market as part of this journey. And now we are going to focus on getting everything ready, planning the integration, which, of course, is going to be a lot of work, but we have a Marc here to support us and all the other team members. So we are going to be successful on that one. So we are going to focus now on the business continuity and building up the -- and continuing the integration work. But with these words, Robin.

Thank you, Jouni Joni. my name is Robin Pulkrenen. I'm the Group CFO for Revenue. Let's go through a little bit how we're going to make this all work out. So that you probably have read some of these terms already in the releases today, but the enterprise value, EUR 290 million. EUR 250 million of that is payable to the sellers and the remaining EUR 40 million is used for repaying current debt, net working capital and other adjustments of the transaction. Basically, 22.3% of the purchase price is being paid with the Revenio shares, new shares that are being printed. The price for which they're being allocated at is 22.4%, which is roughly 14% higher than the closing price on Friday. The remaining 77.7% is being paid in cash. We've agreed with Nordea on a term loan facility for EUR 130 million. Basically, its maturity is 4 plus 1 years. down payments, EUR 1 million a month payable every 6 months tied to 6 months Euribor interest. And the margins are actually something similar that many would be happy to pay for a house loan. So we're talking about well below 1%, closer to 0.5% margins on the interest. On addition, we have a bridge to equity facility for EUR 80 million. The idea here is to be -- this to be repaid with the proceeds of the rights issue done in the fall this year. The -- it's basically 6 plus 6 months maturity for the bridge loan. Then we have cash in hand, of course, like revenue has always been a very strong cash-generating company. We also have the cash for the target or Visionix available. And then we've also negotiated a EUR 10 million revolving credit limit that is available for us to use if needed. And then finally, we've agreed with the sellers roughly 10%, a little bit below of the cash portion being paid. There's a vendor loan for that interest-free vendor loan payable 12 months from closing of the transaction. So the AGM, I think everybody noticed we canceled it this morning. So the original Annual General Meeting was supposed to be held on Wednesday this week. The cancellation was because basically, there's no new things we need to bring on the agenda for the new meeting. We're going to be sending out the invitation this week and probably the new AGM will be held sometime mid-May. Basically, for completing the transaction, we would need to -- the Board of Directors will be proposing that the AGM approves the share issue of roughly 2.5 million new shares to the sellers. In addition, we need to get the authorization for arranging the rights issue post closing or after in the fall of this year. The rights issue has been fully underwritten by Nordea. So in a way, we have fully committed financing available for the transaction. In addition, we will be kind of doing a little bit different Board proposal for the Board members than we had in the original invitation. So instead of the 5 -- the same 5 people who were there in the original invitation will be adding 3 new people. We'll have Charles Villgrain, who's here today. You'll see him in a few moments in the discussion panel. We have Marc, the CEO and Founder of Visionix; and then also Nicklas Hansen, the Chief Investment Officer of William Demant Invest. We've received an irrevocable undertaking from Demant Invest owing roughly 24.5% of our shares to vote in favor of the Board proposal in the AGM. After the transaction closes, there's a bit look how the cap table will look. So the Visionix sellers will roughly hold 8.5% of the shares. So basically, there are a couple of people in there, so it will be split up. But basically, Caravelle is the biggest of the single owner of those sellers receiving shares. And then the post-completion rights issue, we've engaged with Nordea as the global coordinator and underwriter for the rights issue, targeting to be arranged in the second half this year. So we have also for the rights issue, William Demant and the sellers after receiving the shares of the purchase price consideration, have both irrevocably committed to subscribe pro rata for the shares in the rights issue. And then that's basically 31% of the shares outstanding after completion of the transaction. The remaining 69% is underwritten by Nordea. And of course, the proceeds is being used to repay the bridge loan we have in the balance sheet. Looking at the combined numbers. So basically, there's a few things you need to take into account. So you already saw we're looking at last year, how the numbers would have looked if we combine them. Net sales, EUR 153 million, EUR 48 million adjusted EBITDA. And then here, it's important to notice that basically the purchase price allocation and related depreciations and amortizations are not in here. So those will be published as part of our Q2 numbers that are coming out after summer. So we'll -- I won't be speculating what that might be looking like. But basically, that work is ongoing. And then on the lower part of the graph, you can see the more the balance sheet items. So the combined unaudited numbers have some adjustments. So the total assets, we've added 142 million to that. Basically, it's the difference between the net assets of Visionix and the equity value being paid. On the equity, we've eliminated the Visionix equity and added the 55.7 million share issued to the sellers to the combined equity. On the liabilities, we've assumed refinancing of the new financial facilities in place. So if you look at after closing, the net debt adjusted EBITDA number is multiplied 4.4 and equity ratio above 35%. Those are expected to significantly improve after the rights issue is done. So after the rights issue, we expect the net debt to adjusted EBITDA to be around or below 2.5 and the equity ratio to increase above 50%. And going forward, the group is expected to be very strong cash generating. So these numbers are expected to improve as we move forward. So the group structure, Visionix will be integrated into the revenue group structure. The combined group will operate under revenue governance model and reporting framework. So even after closing, you'll find us in NASDAQ with the same ticker, REG1V. So no change there from an investor point of view. We're looking to kind of leveraging the best of the both companies that also goes to a balanced leadership participation. So the leadership team will have some changes as part of this transaction and the new leadership team will be announced then together with the closing time frame sometime later during this Q2. So we withdrew our guidance. I guess that's not a surprise to anybody at this stage. We'll be giving out the new guidance after the post completion of the transaction. And the one-off costs. So in order to achieving the synergies we're trying to get from this transaction. There will be one-off costs. Basically, our estimate currently is roughly EUR 20 million. 30% of that is IT related, which will be capitalized for a big part, but also there's costs through organizational restructuring, rebranding, marketing and project management and other costs as well. Those are expected to take place like Born is expected for 70% of the synergies to take place within the next 18 months. The costs are also expected to take place mostly in the next 18 months. And time line, AGM sometime mid-May, invitation being sent out this week. completion by the end of Q2, hopefully, a bit sooner than end of June. And then the post-completion rights issue after the summer. So we need, of course, fresh numbers, Q2 reported numbers before we can go out. So most likely, we're looking early September, October time frame. And then can I invite Marc Abitbol, the CEO and Founder of Visionix on stage. Also Arne Boye Nielsen, the Chair of the Board of Revenio Group; and Charles Vilgrain, the Managing Partner for Caravelle.

Thank you.

Welcome, gentlemen.

Thank you.

Great to have you here. Usually, we are the ones that are answering all the questions with Robin, but now the situation is different. So we are going to have a couple of topics for today's discussion with the gentlemen. So we are going to start with the strategic rationale and the combined company governance. Then we are going to cover the strategic fit plus the value creation as a key theme. And then, of course, the interesting part is the integration and the oversight of the integration. And then we have a joker question at the end. So we wait for that one. But Arne, first one goes for you. So from the revenue Board and shareholder perspective, what makes this acquisition strategically different compared to the other options that we have been looking? And how do you see this one playing out when it comes to the long-term strategic opportunities for the combined company?

I think it's not a secret that for some time, we have been looking at the opportunities for expanding partly because we needed a broader product program, but also so we can get a stronger distribution. And this is what I would see as quite a perfect marriage because we're getting a much better, broader product program. We are getting into the OCT business that we really can utilize to cross-sell some of the other products we have. And by that, we can get back on -- not get back. We are on a growth track, but to continue to grow. But what really gives me a good feeling is that the last month here, we have spent quite some time together and also people -- some people in the organization and so on. And I really have a good feeling of the match between the culture and the people. It's very much the same way we are thinking. So I think that is the key. If we didn't have this people match between us and we didn't have the sign-up from the sellers, not just taking all the people -- all the money on the table and leaving the room, but actually that you reinvest in the company and that you also will participate partly on the Board, partly on the whole integration of the company is very, very important. I think that's important for the future success of this whole joint session that we have to go through that we're going through.

Thank you, Arne. And perhaps the continuation question, which goes for Charles. So it has been clear since beginning when talking with Marc when talking with you, Charles, that you are not just selling, say, Visionix shareholder the shares out, but you are committed to the longer-term journey. So can you a bit explain that logic for us? Also, I think you are going to subscribe the shares with the higher price where we are trading today. And so can you kind of go through the logic because for me, it's great to hear that as a Visionix shareholders, you are staying in, investing also and being committed for the long-term growth of the company and opportunity.

Thank you very much, Jouni. Yes, for sure. First of all, so I represent Caravelle. Caravelle is a French family-owned industrial investor, and we have permanent capital, and we can remain shareholders as long as we believe we're relevant for the company we invest in. And as Robin earlier told you, we're not just exiting. We're keeping a 25% exposure. We're buying the Revenio shares at EUR 22.4, so with a slight premium compared to today's price, which will make us the second largest shareholder of the combined group. And we're doing this because we're very confident in the fact that joining forces, as you earlier described, between Revenio and Visionix, will be able -- you will be able to make the a leading turnkey solution provider in the global eye care market. And this is what really enthusiasts us and why we want to remain shareholders in this group.

Thank you. Thank you, Charles. And perhaps giving another shareholder spin on this one. So Arne, are you a bit able to open the logic? So William Demant, our biggest shareholder, almost owning roughly 25% of the shares is also committed in a long run. So from the all shareholders' perspective, are you able to open that one a bit?

Of course, we do this investment, this acquisition, we do to create value for all shareholders. And we do it because we feel with this acquisition, we are much better prepared to continue the future growth of the company, and we are better prepared to continue to improve the margins as well. I think for all shareholders, this will hopefully mean that we will grow the value of the company in the coming years. And I think that is, at the end of the day, that is agenda or the agenda we have, that is to create value for the shareholders.

I fully agree on that one. Okay, Marc, next one goes for you. So I think that we have had a countless discussion days, even nights every now and then. And since the beginning when we started this journey. So it has been a bit the journey like the 20-year-old kind of teenagers or so forth, have a crush and then we have been wondering what the parents are thinking. But luckily, the parents have been positive because the long-term value creation logic is so clear. But Marc, so we have been sharing the same beliefs and the principles regarding to the -- and under the joining the forces team. So are you a bit able to talk that one through from your perspective because this is -- I mean, Visionix is your creation. It's your baby. It has been yours for 30 years. It's still going to be yours because you are going to stay in a journey. But we have had a pretty sentimental moment even every now and then on this one.

Let me back to the first thing you mentioned. I think what was the trigger of it is when we met together and we feel together that we have some DNA and we share some value. And there was not a feeling that one company want to absorb the other. I was very impressed by the way you described how you want to build a leadership which is balanced. You want to look at the talent in the company and you want to leverage on everything which is on the table. And I have been very impressed by how humble you come to this discussion. You could come as an acquirer. No, you didn't come with this one. And I think this is fundamental to the success of the second level, which is what are the fundamental of these 2 companies. The fundamental is that there is complementary product like Yi described very nicely. And I think complementarity in product and complementarity in go-to-market. That means we are creating a product range which is almost inequable in our market. So that will put on the market from a competitive point of view, something unique. There is nobody who is going to have the capability to merge ultrawide field with OCT, no one. So -- and I can list in terms of product and technology and road map, the strong advantage we are going to bring to the market. This is number one. Number two, in go-to-market, we are creating in the U.S. the biggest presence in diagnostic in the ophthalmic U.S. market. The U.S. market is the biggest ophthalmic market. And we all know that critical mass mean in the U.S. And by this presence, we are going to take more market share. We are going to have closer presence to our customer, et cetera. And the mirror of it is in Europe because in Europe, we have direct presence and joining forces with the product range injected in the direct sales channels we have is the second extremely important in terms of gross margin, capitalizing on the profit that we don't let to the distributor we put in our direct sales channel. So from product to go-to-market, we are combining something which is unique in this market. And for me, it's like you said a bit emotional, okay, 30 years ago, Visionix was 4 people in a small car. Today it is almost 600 people. And I say I don't want to look at how nice was the past, and I want to look how nice is going to be the future.

Beautiful.

Beautiful [indiscernible] are going to be successful. For me, this will be the accomplishment of the past by the success we are going to have. And like you say, not only I'm reinvesting part of it in the combined group, but I'm going to be active together under the supervision of A in the Board either in integration in technology to bring the knowledge and the experience and the contact I have built in this market during 30 years.

Thank you, Marc. And you stole a couple of my questions regarding the strategic fit and value creation. So thank you for that one. I'll skip those ones. But let's move to the integration and the overall oversight. So you partly, Marc, touched this one. So you are committed to stay on the Board in terms of reinvesting into the shares. Then also you are going to help the operational team in an integration. You are going to be part of the Board, et cetera. So I mean, where -- how -- where do you kind of now after the closing? So where do you see your role evolving?

So first of all, I think when 2 companies like that merged and 2 very charismatic people like Jouni and myself are together, it is important that they will, one, recognize leadership and for the combined group is Jouni. On the other hand, there is knowledge. And as I say, for me, the success of my past 30 years is going to have a strong integration success. And discussing with Arne, we said where I can help a lot is from the Board looking at the integration. The execution of the integration is, of course, under Jouni, but looking recommendation, bringing experience, et cetera, and helping shaping this integration through the knowledge of the company, the knowledge of our customer. This will reflect a strong confidence to our customer, to our employee that really like we say, we are joining forces because you need from the executive, the trusted leader of the company and myself under the leadership of Arne and the Board, we are going to work together and to bring this experience, each one from his side. And I think better match than that, I never had in my experience. So I am excited, convinced that we are going right to the target.

I hope I didn't take another question.

No, no, no, not this perhaps the question was a better form of -- regarding to the integration, especially the integration oversight, and this goes to you, Arne. So we have set a couple of targets and the aims for the long-term growth like 3x faster than the market, then '28, '29, getting the profitability in the 25% EBITDA level. But I mean, if you look the -- what we are trying to achieve on the integration perspective, so beyond the financial parts as well. So I mean, how would the successful integration look for you, Arne?

Well first, we are doing this because we believe that we can get 2 plus 2 to be more than 4. And the only way we can get 2 plus 2 to be more than 4%, that is to get -- to attack this in a very, very structured way. And the fantastic thing back to this with the culture, the meetings we have had so far, it's not like it's one company acquiring the other company or whatever. It has really been a fantastic open discussions where we are learning from each other. We look at what did you do great or what do you do great in Visionix, what do we do great at [indiscernible], where can we learn from each other and so on. And it is to find this best practice from both parts of the company. And then really in a very structured way, make sure that we benefit from this learning implemented in the whole organization. So we some years from now, have one organization that is running the same way and to win more business, help more customers in the market. I think that is at the end of the day. But of course, we also -- we can see that we have said a minimum EUR 20 million of synergy. The only way we can harvest EUR 20 million of synergy in the market that is hard dedicated work. But we have looked -- it's not just something we have spent 5 minutes looking at where is it we can find EUR 20 million. It -- there's a very good plan behind those EUR 20 million.

Thank you, Arne. I think we are starting to finalize this wonderful discussion with the last joker question. So what excites you most professionally and personally about the next chapter we are now starting to build together. Perhaps we start from Charles, then Arne and we finish up with Marc.

Good question. Difficult one 2, 3 things. I think that the Visionix mission has always been to improve eye care through technology and accessibility. It's very important. It has always been important for Marc and us. And I think that this combined eye care Visionix will provide even better solutions to the eye care professionals to empower them with intuitive, reliable, integrated solutions. And those solutions to transform the patient care journey with new exams that will be more efficient, accurate and accessible as we say. So this is very important from this mission standpoint of view. But -- as Caravelle, we're truly excited to see Visionix joining forces with a business of Revenio x Caravelle. Definitely, the combined entity will now have, as Marc earlier said, the resources, the critical mass to address the new challenges. And definitely, those 2 groups together, they have now the technologies, the people, the operational excellence to further accelerate what has always been at core, at the heart of your project, which is innovation and growth. So yes, we're very pleased to remain involved and invested in the new chapter.

Thank you, Charles. All right.

I've been super excited. It has been super exciting to see how excited the people, the ones that have known a little bit about this before the announcement today, how excited they are about the future and the opportunities that this brings to us. And I don't think it's not a secret the level for critical mass in this industry is increasing, growing year-by-year. And we have not been able to get to that level ourselves fast enough. And with this level now, with this joint -- those 2 companies joining forces, then we are really getting to this strong foundation, this strong level now where we can continue this growth path we have been on. And I'm very confident about the margin improvements as well. So I look forward to see that driven. I look forward to see a happy engaged team, growing our market share, growing -- improving our margins, then it will be a fantastic 2019, a fantastic outcome here.

Thank you. Marc finish.

So life is short. And I was always wondering what will be the next step of Visionix. And the cycles are long in our industry. And I think this is a unique opportunity to make it faster than everything else. And I am extremely excited and a strong emotion to know that I'm going to participate to this second cycle. And it is not a given. I could have exit and forget it. But now I'm going to be part of another beginning of something which is really fantastic. And what Arne said about people, I can tell you 10 time. I was thinking in Finland, you found only cold people. This is wrong. I found the warmer people that I have in this industry, and thank you very much for the wonderful guests you have and how you take care of me. And okay, wow, let's go.

I think we finish up with that. Thank you, gentlemen. I'll let you go to your seats, and then I'll wrap up and then we move to the Q&A. So one slide to go. So today, this is a significant day for revenue. It's a significant day for Visionix team. I think it's a significant day for our patients, like Charles said. So we are really improving as a joint company reach to the eye care services. So we are able to help more people to keep the wonderful visible for all. Then secondly, this is a really good combination for our customers. So we have a complete product portfolio in terms of the total accessible market. We are moving from EUR 1 billion to EUR 2.5 billion, getting the new segments in, which are growing faster than in our previous EUR 1 billion bucket. Then in terms of the team, in terms of all our stakeholders, we are really increasing the scale. We are increasing the scale in portfolio. We are increasing the scale in the channel, and that's a beneficial for Visionix team, it's a beneficial for Revenio team. It's beneficial for all our partners. And then the last part is, of course, the shareholders. So I'm extremely happy to see the existing Visionix shareholders to commit the long-term growth story. And with this transaction, we are really accelerating the growth, and we are accelerating the value creation. With these words, I think it starts to be time for the Q&A. So Robin, if you can come here, the plan for the Q&A is following. So we start with the live audience here, and let's have a see how many questions they are going to be. And then we -- of course, we have an online [indiscernible] is going to help us to ask the questions from the online. So there's going to be a big bunch of the questions coming through.

Long list already.

Yes, long list. So bear with us. But...

I'm Pia Rosqvist from DNB Carnegie. I also have a long list. I'll try to limit myself. But I'm really eager to hear more about Visionix. So how has the growth journey looked like? I saw from the press release that the company did not grow last year. So what does the growth journey historically look like? And what can you tell me about the profitability development of the company over the years?

Should we...

Maybe go to Marc?

Yes. Maybe then Marc, if you fancy coming to tell a bit about the history you are visible on the webcast as well. So you can come in the middle, if that's okay. I go in the middle.

Whatever you want. So okay, let's talk about the historical growth of Visionix. We had 2 very strong compounding growth, okay, external and organic growth. And indeed, the last 2023 and '24 were more stable. We had post-COVID, a very strong growth post-COVID, much twice the market. I think we were around 10%. Just to give you a figure in 2019 when Caravelle acquired a majority in Visionix, we were about close to EUR 90 million. And today, we are at EUR 144 million. So we have a strong rebound at post-COVID. The second half of '20 was the best at that time and '21, '22 and more flat in '23. So we had a historical parkour where we grow, we have some plateau and we continue to grow. To give a reference, I think in 2010, we were around EUR 50 million. So you can see the progression. And part of it was through acquisition and part of it organic. I think we started in 2003, around EUR 12 million. So 2010, EUR 50 million, 2019, close to EUR 90 million and et cetera. So that has been the journey. In fact, as a start-up company, it took us some time to found the market segment and the right product, which was unique in our market and give us a growth potential. Regarding the profitability, so there is twofold, which has impacted our profitability. And also, I will describe the plan we have. First of all, we had an impact of the manufacturing cost post COVID. If you remember, there was quite a severe impact in the cost of components, et cetera. And that was the first one. The second one, we have been impacted in the currency because we have manufacturing in Israel. And the new Israeli shekel has been -- it was at ILS 5 to euro. Today, we are at 3. So when you have this manufacturing cost, so that's also impacted a bit of our profitability. As a consequence, in the middle of last year, we started a plan to recover this loss of profitability. We hired a consulting company called FSO, and we developed a very detailed plan in order to recover 4 to 5 points in our gross margin, which this plan should start this year already to generate improvement in gross margin and be completed during '27 and it's going to be part of the complex plan of the 2 company. where from our point of view, we are already at the execution because we went to all our portfolio of manufacturing, our supplier redesign of expensive part. So now we are at a stage where we are starting execution of this plan, and this is not even in the very nice uplift that Jouni has presented to you.

Thank you, Marc. Hopefully, that answered Pia to your question.

Thank you. I'm just trying to do a quick calculation here. So it -- I mean, take -- reading from your answer, if you had an EBIT margin of 7% in '25, then adding 4% to 5% to that would then represent kind of the new level.

Yes. I think Pia, now the guidance policy jumps in. So we are going to give you the guidance of the combined company then later on regarding to the profitability. So what we are currently now saying that for sure, the EBITDA is going to be improved and then 28%, 29% hitting towards the 29 -- sorry, 25% EBITDA level, so a bit under where we currently are. But we are going to have a CMD, then now the guidance is basically up. So we are going to guide the top line growth and profitability now reasonably soon. Sorry, Pia.

Then with regards to OCT, that is something that you have been attracted to, and we have discussed that many times. How big a share of sales does OCT represent of Visionix today?

So do you have the exact number in mind, Marc?

Yes. EUR 30 million.

EUR 30 million.

Very good. Then I haven't had time yet to dig into all the details at Visionix website. But do you have any market shares to be disclosed? What is your position in the market in Europe?

So we come back to that one as well when we have a CMD, sorry, Pia. So sorting out the combined company, all what we can talk about the market share. So alignment needed on there still.

Okay. Final question. I have more then to come. But regarding the market growth ambition rate. So you want to grow 3x faster than the market. So can you just quantify based on all the product categories, what does that mean for revenue? Are we still talking about 9% to 12% annual growth is that 3x faster than the market of the combined company?

Yes, I think that's a ballpark, yes. So currently, it's between 3% to 4%. I think we have been the only one who has been able to grow together with the Visionix more or less if looking. So it's an interesting question that how the market has been growing last year, but that's ballpark right, Robin.

Daniel Lepisto from Danske Bank.

I'll continue with -- still on the Visionix sellers and maybe a question for the sellers and Chairman. Can you disclose or clarify a bit what was the status of Visionix before this transaction? So has this company been for sale? Or is there an exit process ongoing? Or can you clarify what's the status of Visionix before this?

I mean -- can you hear me?

Yes.

No, definitely not for sale. We've been having discussions for the past 2 years with Jouni, Arne. And definitely, we pushed back, if I may say.

Slightly, if I may say.

Honestly speaking, yes, we thought for a long time about joining forces, but we pushed back because we thought that we still had many things to do at Visionix, as Marc just mentioned. So no, they've just been very convincing to make us accelerate joining forces. But for sure, it was not for sale.

I think what convinced us is one day, we sit together, we sat together, if you remember, in Paris, and we look at the combined portfolio, and we identify all the benefit. And every minute, we say, wow.

And the synergies.

On the synergy. And then that's -- I came back to Charles and I say, Charles, you need let's talk now because there is a really amazing project here.

All right. That's a good clarification. Maybe the next question on the synergies. Then I guess you had some bridge in the presentation clarifying between maybe top line and cost synergies. Can you give us any rough estimates? Is it 50-50 or some other split?

60-40.

60-40. So 60 for cost and 40 for top line. All right. Then I guess the final question on the different segments that you are now getting. Are there -- what are the rough or the highest sort of growth percentages that you are seeing in these new segments, talking OCT, talking about the new segments that you're having now.

So based on the latest market study, of course, it might vary between the different studies. But for the OCT, roughly 4.5%, so between 4 and 5, closer to 5. Then I think on the multimodal side, the growth has been even higher. So that's a good additional growth segment for us in the long run.

Joni.

Joni Sandvall from Nordea. Maybe one question on the assembly or manufacturing of Visionix because as we know, Revenio doesn't have own. So are you planning now to in-source more of, let's say, revenue production to Visionix assembly sites? And secondly, how balanced is the manufacturing footprint geographically?

Yes. So there's a couple of manufacturing plants currently, so 4 in total. So 2 in-house, joint venture in China and then the OCT manufacturing is -- that's outside. And now we are starting to plan in the coming quarters that what we are going to do on the manufacturing assembly side. So there, the plan is still open. What's still clear is that, as Marc said, so on the manufacturing assembly side, so there's a lot of lean improvement activities now ongoing on the Visionix side. And we do that same all the time with our manufacturing partners, which are external. So the work is going to start in coming months and quarters. I think we have a really busy.

Yes. Maybe before we go here, I don't know if there's any questions on the lines that we could take this on live before we jump into the chat questions.

[Operator Instructions] There are no more questions at this time. So I hand the conference back to the speakers.

All right.

So we go to pad, iPad.

Yes, let's go to the iPad. So sales related, I think this is a threefold question, but what will be the sales strategy of the combined entity? How are the sales synergies meant to materialize? And how will the sales channels be optimized?

That's a bit difficult question. Perhaps I cover a bit from the opportunity perspective. And the reason for this one is that currently, we don't have a fully blown data. So part of the sales data what comes to the detailed revenue split, gross margin, et cetera. So they are -- because of the anrust, they are still in the clean room, and that is -- we are going to have access as a combined company for both companies, detailed sales-related data after the closing. But if trying to partly answer to the question what was asked, so U.S.A. going to be extremely big opportunity for us. Visionix X6 goes direct, we go direct. And then we are the top player in the U.S.A. when going forward with the fully blown holistic portfolio of the product. And we haven't been as a revenue before in all the big national accounts. So this is going to be path to enter to these discussions. Then on the other geographies, I mean, extremely low-hanging fruit, Spain, Visionix already distributing our products in Spain. Then really looking forward to start the discussions with the distributors to present the whole fully blown portfolio. I think that we can make great things together with our distribution partners as well in Europe and in APAC as well. But I think more to come on that one also during the CMD when we get all the nitty-gritty details on the performance in every region, in every country, all the margin data, et cetera.

Also, they have direct channels to many countries in Europe, which we currently use distribution channels for. So we leave 40%, 45% of the money on the table in every country currently. So it's not difficult to assume those will be some countries and areas we will be looking into quite quickly.

Thank you. The next question on synergies, which synergies are the fastest to realize and which are the slowest? So referring to this 70% until 2027?

The fastest is Spain because we closest done, we eliminate the certain transactions from there on.

I would say top line and perhaps the slowest, let's have a see what we think about the ERP and so forth. So on the sales side, for sure, there's lots of low-hanging fruits then perhaps the overall IT system integration, et cetera, what comes to the CRMs and ERP and so forth. So I think we have to get that one -- those details in good shape, but that might take a bit more longer time. But to sum up, so the goal is between 2026 and '27, if we are talking the value creation and synergy EBITDA uplift, EUR 20 million, so 70% we are going to get in by the end of '27.

Thank you. Next, on brand. Will you keep the Visisionix brand or move directly to eye care branding for consistency and not confusing end users and creating more alignment?

This is a more complicated topic. We haven't started too much the discussion on this one. So if we go really back and now I even bring the Revenio brand on this one, this discussion. So if we really go back to the Revenio as a group name. So we used to have 80 legal entities. I mean, Robin sold the rip boats 11 years ago, we had the [indiscernible] Science, et cetera. So that was the logic for Revenio Group. Then fine-tuning portfolio down only to tonometers from 1,000 people to 30 people and only having a tonometers acquiring SentVue, then Oculo then Tonaretti now join the forces with Visionix. So that starts to be so big package that I think that we -- it's too early to say we have to look the whole branding even starting from Revenio Group as a brand because now it bit confuses. So we have a eye care brand, there's a Visionix brand then for many for shareholders, we have a Revenio brand. So we are coming back to this one. And luckily, we have here, don't see Jussivalina, who is looking most probably the branding also in the long run. So we have a good team to look at that one.

Thank you. Then a more finance related. So there's a clear difference in EBITDA and EBIT for Visionx. So what does the D&A consist of? Is it capitalized R&D or PPA amortizations?

I think yes. Yes, sorry. But I mean this also a bit links to the -- where the Marc already partly answered so the post-COVID manufacturing issue, the currency. But do you want to comment on the PPA?

No, no, it was regarding Visionix stand-alone numbers, I think so.

Yes, yes. Okay. But I think Marc covered that one already.

That was a Yes. So basically, from Visionix P&L, depreciations are more on the PPA depreciation, not depreciating capitalized R&D.

Yes. All right. Then there's a question on this revenue mix. So can we further elaborate on the mix between different brands and product areas? And how much overlap there is in products?

Not at this stage. So we come back to that one. And really, the reason is that part of the things are still hanging on in a clean room.

Thank you. And a final question from now from the chat is that could you talk about the AI strategy of the combined company?

Yes, twofolded way. So first, from the revenue perspective, and I think that applies also for Visionix, Marc to correct if I'm wrong. So we see the huge opportunity of bringing the algorithms and AI inside the devices, whether it is it to improve the clinical decision-making or then the overall experience and the usability of the devices. Then the second thing on the AI front is, of course, what sits on a back end. So we have a ILLUME solution for that one, which covers the DRS plus the ILLUME retina screening platform plus the AI. Then if we go for Visionix product offering, so then they have a data management platform, which is then utilizing the AI. So I think more or less same strategy, same logic and how this is going to go forward is that we form the portfolio strategy, we form the product strategy in the coming months to be communicated together with the AI plans during the CMD October, November time frame.

Thank you. That was all of the questions for now. I don't know if there's more in the audience or do we.

Thank you, [indiscernible].

It's Pia from DNB again. I'm still curious or I would really appreciate if you would help me understand the product portfolio profitability in Visionix X. So just looking at the EBIT margin of that business and compare it to you. So I tried to get a grasp on the quality of the products understanding. So are there any loss-making parts in Visionix?

No.

And in terms of sales distribution, I think you showed a picture of it, but I can't recall. How much of sales came from OEM distributing like your products, for example, of Visionix. Did you show that?

So no. So we come back to all these when we get all clarified Pia. So what we currently have, so we have the '25 numbers, and it's a bit same logic. So we really think now that how we are going to report -- sorry, the combined company numbers, like you know, so we don't give out from 109 last year, how much was tonometers, how much was fundus imaging, how much was the perimeter part. So we come back to this one, Pia.

All right. And then with this new combination of revenue and Visionix X, who would you name as your main competitors?

What would I say maybe Japan, maybe -- I think [indiscernible], I would say, Nidec. Of course, we have -- I mean, depending on the region, ultra-white field, it's choice, right. So more or less depending on the geography. But I think now we are on the fully blown product portfolio. So that's a competitive package.

And it seems we have one question on the line. So should we take that?

Yes, we take that.

The next question comes from Nikko Ruokangas from SEB.

This is Nikko Ruokangas from SEB. I have 2 questions, and I'd like to start to discuss a bit more still on the sales synergies. So could you discuss about -- is it more -- are the sales synergies more selling OCC or acquired other products into your existing sales channels or Revenius existing sales channels or then alternatively selling Revenius products to Visionix sales channels? And then I guess there are also some negative sales synergies as you have some overlapping products. So how big do you estimate those to be?

So I think, Niko, thank you for calling in. So it's the combination of the many things and combination of the things that you mentioned. So we have certain customers already kind of under our handle under our access. And then, of course, in the long run, we are able to offer more comprehensive portfolio for that one. So that's kind of upselling, cross-selling part. Same applies for Visionix team. So again, taking certain products from mass packaging, combining and moving the products forward. And then the significant part, of course, is that there's still certain customers that are not asking from us for asking from the Visionix. But now we have a fully blown portfolio, big national accounts in the U.S.A. as an example. So now we are starting to be a major player with the fully blown turnkey product portfolio. So for sure, we are going to get to the new tables as well.

Okay. Good. Sounds good. And then on the overlapping sales and will this have a negative impact compared to the pro forma?

No, there's only one product, VX 110, and that's a really tiny, tiny one. So answer is no, Nikko. Seems to be that we are starting to become an end. Thank you very much for your time. Thank you for the participation to the webcast and all audience here at Sanomatalo. Have a great afternoon, sunny afternoon, if you are in Helsinki and have a good afternoon, wherever you are. Thank you.

Thank you.