Karnov Group Ab · OMXSTO:KAR
Karnov Group Ab — Merger or Acquisition (December 2021)
15 slides from Karnov Group Ab's merger presentation, Dec 9, 2021
Slide 1: Karnov announces binding offer to acquire legal information businesses in Spain and France
Karnov announces submission of a binding offer to acquire carved out legal information-based businesses of both Thomson Reuters in Spain and Wolters Kluwer in Spain and France 9 December 2021 1
Slide 2: Disclaimer
The following applies to this presentation, any oral presentation of information included in this presentation, any question‐and‐answer session that follows the oral presentation and any other material distributed or statements made at, or in connection with, the presentation (collectively, the “Inf
Slide 3: Better decisions, faster
Mission Karnov’s mission is to be an indispensable partner for all legal, tax and accounting professionals in Denmark and Sweden Customer promise We strive to set the standards for how practitioners access the law and manage their practices more efficiently, hereby enabling them “Better to make bett
Slide 4: The transaction at a glance
The transaction at a glance ▪ Karnov has signed a binding offer to acquire the entire share capital and voting Thomson Reuters rights, through a put option agreement, of Wolters Kluwer France S.A.S (“Wolters Spain Kluwer France”), Wolters Kluwer Legal & Regulatory España, S.A. (“Wolters Kluwer Spain
Slide 5: Contemplated transaction summary
Contemplated transaction summary Contemplated transaction structure ▪ Cash consideration of approximately EUR 160 million on a cash- and debt-free basis ▪ Following the execution of a put option agreement, Karnov has been granted exclusivity by the selling shareholders and a share purchase agreement
Slide 6: Attractive opportunity to significantly increase the total addressable market
1. 2. Attractive opportunity to significantly Building on the best from Wolters Kluwer increase the total addressable market and Thomson Reuters and leverage on while also providing a strong platform for best practice Karnov can create a further international expansion strengthened customer offering
Slide 7: Increase in total addressable market and platform for expansion
1. Attractive opportunity to significantly increase the total A B Platform for continued expansion and consolidation addressable market International expansion +SEK ~15.3bn2) Expand core in new Adjacent Geographical markets verticals expansion ~9x ▪ Strengthen proposition ▪ Leverage brand and ▪ Furt
Slide 8: Building on the best from Wolters Kluwer and Thomson Reuters
2. Building on the best from Wolters Kluwer and Thomson Reuters and leverage on best practice to create a strengthened customer offering and A increased customer value Building on the best from Wolters Kluwer and Thomson Reuters Selection of previous acquisitions together with Karnov Group’s track r
Slide 9: Opportunity to create a basis for value creation within the combined entities
2. B Opportunity to create a basis for value creation within the combined entities ▪ Track-record from geographic expansion and integration of value creative acquisitions Phasing of cost efficiency potential1) ▪ Through the acquisition of Norstedts Juridik in 2018, Karnov successfully expanded and s
Slide 10: Wolters Kluwer Spain: key customer statistics
A major Spanish player with best-in-class platform Broad and compelling product portfolio ▪ Wolters Kluwer Spain, historically operating as LaLey , historically a pioneer in Info & Reference Workflow & Analytics Training & Business dev. online Spanish I&R – and a major player in Spain ▪ Offering a r
Slide 11: Thomson Reuters Spain: key customer statistics
A major Spanish player with best-in-class platform Broad and compelling product portfolio ▪ Operates under the Aranzadi brand, one of the strongest industry brands in the Info & Reference Workflow & Analytics Training & Business dev. Spanish market ▪ Provides a portfolio of deep I&R products, a top
Slide 12: Wolters Kluwer France: key customer statistics
Key French player with deep sector specialism Broad and compelling product portfolio ▪ Brings together some of the most established brands in the French legal market, Info & Reference Workflow & Analytics Training & Business dev. including Lamy (inc. 1895) and Liaisons Sociales (inc. 1945) ▪ Exhibit
Slide 13: Combined overview of entities
Overview of entities Revenue 2020 EBITDA 2020 EBITDA margin Market share ~ 1,000 Spain EUR EUR WK 30.2m 5.3m 17.6% FTEs ~25.0% Spain EUR EUR 8.9% 67 TR 38.6m 3.4m ~ % of revenue delivered online France EUR EUR WK 55.1m 7.9m 14.4% ~7.4% 84 Combined ~ % EUR EUR 123.9M 17.1m1) 13.8%1) n.a. recurring re
Slide 14: Preliminary pro forma financials
Commentary Preliminary pro forma financials2) ▪ Preliminary pro forma revenue to amount to SEK 993m, equivalent to 2.3x Preliminary pro forma financials Transaction Karnov Combined Group compared to Karnov stand alone H1’21 YTD (SEKm) entities Revenue 434.6 558.2 992.8 ▪ Illustrative combined adj. E
Slide 15: Any questions?
Any questions?