Press conference. Oslo

Transcription

1 Press conference Oslo

2 Disclaimer This presentation (the Presentation ) has been prepared by EDB Business Partner ASA ( EDB ) EDB) and ErgoGroup AS ( ErgoGroup, and together with EDB, the Companies ) and speaks as of 7 June The delivery of this presentation shall not, under any circumstances, create any implication that there has been no change in the affairs of the Companies since such date. To the best of the knowledge of the Companies, the information contained in this Presentation is in all material respect in accordance with the facts as of the date hereof, and contains no material omissions likely to affect its import. However, no representation or warranty (express or implied) is made as to, and no reliance should be placed on, any information, including projections, estimates, targets and opinions, contained herein, and no liability whatsoever is accepted as to any errors, omissions or misstatements contained herein. This document contains certain forward-looking statements t t relating to the business, financial i performance and results of the Companies and/or the industry in which they operate. Forward-looking statements concern future circumstances and results and other statements that are not historical facts, sometimes identified by the words believes, expects, predicts, intends, projects, plans, estimates, aims, foresees, anticipates, targets, and similar expressions. The forward-looking statements contained in this Presentation, including assumptions, opinions and views of the Companies or cited from third party sources are solely opinions and forecasts which are subject to risks, uncertainties and other factors that may cause actual events to differ materially from any anticipated development. None of the Companies or any such person s directors, officers or employees provides any assurance that the assumptions underlying such forward-looking statements t t are free from errors nor does any of them accept any responsibility for the future accuracy of the opinions i expressed in this Presentation or the actual occurrence of the forecasted developments. The Companies assume no obligation to update any forward-looking statements or to conform these forward-looking statements to our actual results. An investment in the Companies involves risk, and several factors could cause the actual results, performance or achievements of the Companies to be materially different from any future results, performance or achievements that may be expressed or implied by statements and information in this presentation, including, among others, risks or uncertainties associated with the Companies business, segments, development,,growth management, financing, market acceptance and relations with customers, and, more generally, general economic and business conditions, changes in domestic and foreign laws and regulations, taxes, changes in competition and pricing environments, fluctuations in currency exchange rates and interest rates and other factors. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this presentation. The Companies do not intend, and does not assume any obligation, to update or correct the information included in this Presentation. This Presentation does not constitute any offer to sell, or an invitation to purchase, any securities. 2

3 Introduction Arve Johansen Chairman, EDB Business Partner ASA Dag Mejdell Chairman, ErgoGroup AS 3

4 A landmark transaction creating a Nordic IT champion EDB Business Partner ASA and ErgoGroup AS to be combined Bringing g 50 years of IT innovation together to create even faster, better and more competitive services for the customers Two largest IT companies in Norway creating: Largest IT company in Norway Second largest IT Services company in the Nordics Nordic IT services market share Company Market share 1 IBM 13.3 % 2 EDB ErgoGroup 7.9 % 3 Tieto 7.1 % 4 Logica 6.8 % 5 HP 5.4 % 6 CSC % 7 Accenture 3.1 % 8 Fujitsu 2.8 % 9 Capgemini 2.2 % 10 KMD % Strong competence and technology Source: Latest IDC report (Jan 2010) base creates attractive opportunities for employees Total market size is approx NOK 130bn 4

5 Bringing 50 years of IT innovation together 1972: Established as Statens Driftssentral 1995: Posten aquires Statens Datasentral SDS : Acquisitions to strengthen customer and service portfolio 2006: Establishing regional Nordic presence through Allianse and SYSteam 2007: Acquisition of Bekk Consulting 2008: Global sourcing through acquisition of ION EDB ErgoGroup Nordic leadership 2007: Global sourcing through acquisitions iiti in Ukraine and didi India : Acquisitions to strengthen customer and service portfolio 2001: Established in Sweden 2000: Acquistion of Fellesdata 1999: Merger of AS EDB and Telenor Programvare 1961: Established as Elektronisk Databehandling AS 5

6 Transaction structure Merger of equals and exchange ratio based on relative contributions EDB s shareholders will hold 53.0% and ErgoGroup s shareholder Posten will hold 47.0% of the equity in the combined company Up to NOK1.0bn in share issue after closing, to strengthen balance sheet and provide strategic and financial flexibility Telenor will participate pro rata to maintain 27.2% 2% ownership in the combined company Posten will reduce shareholdings after share issue, down to 40% within two years following closing of the transaction, and remain a long term shareholder in the combined company 6

7 Corporate governance Proposed chairman of the board: Arve Johansen Proposed board composition: Other five directors will be elected by its shareholders on the EGM Proposed CEO: Terje Mjøs Proposed deputy CEO: John-Arne Haugerud The new interim name of the company will be EDB ErgoGroup ASA The new company will be headquartered in Oslo 7

8 Presentation of the combined company Terje Mjøs Proposed CEO, EDB ErgoGroup ASA John-Arne Haugerud Proposed deputy CEO, EDB ErgoGroup ASA 8

9 Overview of the combined company Revenue of NOK 12.7 bn and approx 10,000 employees Revenue by segment ( 09) Revenue by country ( 09) Employees by country ('09) 25% 29% 17% 2% 53% 58% 17% 27% 71% 53% IT Operations Solutions Consulting Norway International Norway Sweden Ukraine and India Other SME will represent approx 17% of EDB ErgoGroup 9

10 Long term partnership with Nordic customers enables growth 10

11 Contribution from EDB and ErgoGroup EDB Contribution Long term partnership with large Nordic customers Scalable IT operations with global sourcing Bank & Finance vertical ready to expand international International consulting unit ErgoGroup Contribution Strong footprint in Nordic SME segment Leading position in Public sector Third party partnerships supporting own business and segment competence Wide portfolio of consulting services 11

12 Strategic benefits of the merger Second largest IT service provider in the Nordics Strong delivery capabilities within growing segments: Banking and Finance Public sector SME Cost synergies enabling improved competitive advantage and EBITA Financial strength with platform for further expansion 12

13 From Norwegian outsider to significant service provider in Sweden Largest IT company in Norway Combined total revenues of NOK 9.0 bn Approx. 5,200 employees at 49 offices A strong combined service portfolio both towards both large companies and the SME market Top 5 IT service provider in Sweden Combined revenue of SEK 3.5 bn Approx 2,700 employees at 60 offices Strong complimentary service offering Joining forces for further growth in the Swedish market Norway IT services market share Company Market share 1 EDB ErgoGroup 32.0 % 2 IBM 63% Accenture 3.7 % 4 Capgemini 3.5 % 5 Logica 3.2 % Sweden IT services market share Company Market share 1 Logica 10.7 % 2 IBM 101% HP 8.8 % 4 Tieto 7.5 % 5 EDB ErgoGroup 6.0 % Focus on Nordic and international growth opportunities 13

14 Expected synergies of NOK m Based on preliminary analysis, the transaction is expected to benefit from annual synergies in the range of NOK m One-off cost estimated to be one year of full synergies Most of the synergies are cost related: FTE rationalisation Server consolidation Single accounting of software licenses Other cost synergies will come from: Consolidation of solution portfolio General cost and administration Capex Revenue synergies are anticipated: More competitive in tender offers Significant service provider in Sweden Sharing of best practice 14

15 Planning and integration Q Q Preparation phase Execution Planning phase will run from announcement to closing Clear strategic t direction of the Key deliverables are a clear strategy with a new new company organisational structure in a detailed 100 day plan Strong momentum from day 1 Dedicated program office (Integration Management Office) will manage the process At the appropriate time, employee representatives will be involved in the planning in all relevant areas Key principles for the process are: Merger of equals Openness Timeliness Involvement Dialogue 15

16 Financials and timeline Kristian Kuvaas Johansen CFO, EDB Business Partner ASA 16

17 Financial overview EDB ErgoGroup NOKm 2009 Q NOKm 2009 Q Total revenues 7,492 1,824 Total revenues 5,214 1,282 Operating costs (6,284) (1,632) Operating costs (4,669) (1,075) EBITDA 1, EBITDA EBITA EBITA NOKm 8,000 7,000 6,000 5,000 4,000 3,000 2,000 1, ,217 4,047 Assets 2,266 2,015 3,466 Liabilities and Equity NOKm 8,000 7,000 6,000 5,000 4,000 3,000 2,000 1, , ,591 2,069 1,519 1,480 Assets Liabilities and Equity Cash Equity Cash Equity Other assets Other liabilities Other assets Other liabilities Goodwill Int. bearing debt Goodwill Int. bearing debt Note: Balance sheet figures as per Q

18 Financial strength with platform for further expansion Key financial figures from combining the 2009 reported numbers for the two companies (approx figures): Revenues of NOK 12.7bn EBITDA of NOK 1.8bn EBITA of NOK 1.2bn Net debt of NOK 3.9bn Equity book value of NOK 4.3bn 18

19 Share issue will increase free float and strengthen capital structure Illustrative transaction overview pre share issue Illustrative capital structure post share issue NOKm 8,000 NOKm 4,500 Net debt (NOKm) Share issue (NOKm) 7,000 6,000 Net % Other 26% 4,000 3, ,928 Up to ,000 Debt 3,000 2,983 2,928 4,000 3,000 Net Debt Ergo Telenor 27% 2,500 2,000 1,500 2,000 1,000 Net Group Debt + = Equity Equity EDB Posten 47% 1, EDB ErgoGroup EDB ErgoGroup EV EDB ErgoGroup Equity 0 EDB ErgoGroup EDB ErgoGroup Share issue (est.) EDB ErgoGroup after share issue 19

20 Timeline to closing Preliminary timeline Call for EGM on 8 June Distribution of merger plan and IM on or about 17 June EGM on 8 July Expected closing in Q Transaction is subject to Confirmatory due diligence Shareholder approvals Regulatory approvals 20