Nemetschek Se · XETR:NEM
Nemetschek — Merger or Acquisition (April 2026)
24 slides from Nemetschek's merger presentation, April 2026
Slide 1: Nemetschek Group to Acquire Heavy Construction Systems Specialists (HCSS)
Nemetschek Group to Acquire Heavy Construction Systems Specialists (HCSS) April 2026
Slide 2: Agenda
Agenda 1 Strategic Rationale 2 Overview of HCSS 3 Transaction Structure 4 Value Creation and Synergies 5 Transaction Overview 2 2
Slide 3: Building the Next Global Construction Technology Giant
Building the Next Global Construction Technology Giant Nemetschek Group reinforces its position as a leading player across the global AEC/O industry BUILD & CONSTRUCT DIVISON 3
Slide 4: Strategic Rationale
Strategic Rationale NEMETSCHEK GROUP.
Slide 5: Acquiring a Leader in Infrastructure & Heavy Civil Construction
Acquiring a Leader in Infrastructure & Heavy Civil Construction Unique combination of highly complementary construction tech leaders CREATING A LEADER INCREASING TAM & STRENGTHENING COMPELLING PRESERVE BALANCE IN CONSTRUCTION TECHNOLOGY POSITION IN INFRASTRUCTURE SYNERGIES SHEET FLEXIBILITY 01. 02.
Slide 6: Overview of HCSS
Overview of HCSS NEMETSCHEK GROUP.
Slide 7: HCSS: One of the World's Largest Infrastructure & Heavy Civil Construction Software Providers
HCSS: One of the World’s Largest Infrastructure & Heavy Civil Construction Software Providers Facts & Figures* (FY-25) ~$215m ~17% ~21% <2% ~40% A Unified, Revenue Revenue ARR Growth1 Revenue EBITDA Margin2 End-to-End Platform Growth Churn *Reported figures according to US-GAAP HCSS is purpose-built
Slide 8: End-to-End Platform for Infrastructure & Heavy Civil Construction
End-to-End Platform for Infrastructure & Heavy Civil Construction Estimating & Bidding Asset Tracking & Utilization Real-time asset visibility and utilization Fast, accurate software for contractor analytics to eliminate idling, reduce fuel bids and profit optimization costs, and optimize fleet depl
Slide 9: End-to-End Platform for Infrastructure & Heavy Civil Construction
End-to-End Platform for Infrastructure & Heavy Civil Construction Estimating & Bidding Asset Tracking & Utilization 60% 44% more bids submitted by HCSS customers Reduction in equipment idle time for than contractors using other software HCSS Telematics users Field Productivity & Scheduling Fleet Mai
Slide 10: Transaction Structure
03. Transaction Structure 10
Slide 11: Transaction Overview
Transaction Overview Share: ~72% Share: BUILD & CONSTRUCT ~28% 11
Slide 12: Overview of Nemetschek Group
Overview of Nemetschek Group Industry-leading product portfolio covering the entire AEC/O lifecycle and all market segments PLANNING BUILD OPERATE MEDIA + DESIGN + CONSTRUCT* + MANAGE + ENTERTAINMENT BUILDING LIFECYCLE INTELLIGENCE / DIGITAL TWIN * ~28% of Build & Construct owned by Thoma Bravo as m
Slide 13: Value Creation & Synergies
04. Value Creation & Synergies 13
Slide 14: Expanding in Highly Attractive Infrastructure & Heavy Civil Engineering Market
Expanding in Highly Attractive Infrastructure & Heavy Civil Engineering Market Market growth fueled by multiple mega growth drivers Aging Infrastructure Major Infrastructure Programs Globally & Sustainability $106tn: required global 42%: of global buildings Significant, long-term $386bn: Increased i
Slide 15: Uniquely Positioned in a Large and Fast-Growing Market
Uniquely Positioned in a Large and Fast-Growing Market $12bn NEM Build & Construct Segment + HCSS in 2028 Building & civil construction software market CAGR expected to grow at ~11% CAGR growth at ~11% NEM Build & Construct Segment $9bn + HCSS in 2025 Expansion of user base in the construction civil
Slide 16: Acquisition Adds Diverse Suite of Mission-critical Software and Technology
Acquisition Adds Diverse Suite of Mission-critical Software and Technology Commercial Data Centers Highways Offices & Retail Distribution & Warehouse Public Buildings (Healthcare, Schools etc.) Bridges Manufacturing Plants Residential (Single- and Multi-family housing) Bridges Earthworks & Site Deve
Slide 17: Transaction Unlocks High Value Generation Including Attractive Synergy Potential
Transaction Unlocks High Value Generation Including Attractive Synergy Potential GTM & Product Synergies Cost Efficiencies Broaden Customer Streamline Field Sales & Marketing General & Administrative Segments Integration Cross-Selling Accelerate Global R&D & Platform IT Infrastructure Opportunities
Slide 18: Vertical AI Leadership Deepens Through Combination Of HCSS's Data & Nemetschek's AI Expertise
Vertical AI Leadership Deepens Through Combination Of HCSS’s Unique Proprietary Lifecycle Data & Nemetschek Group’s AI Expertise HCSS brings deep domain data and Nemetschek Group brings scalable Capturing the huge AI opportunity in construction insights vertical AI expertise & design data sets Infra
Slide 19: Unique Combination of Scale, Growth and Profitability
Unique Combination of Scale, Growth and Profitability HIGH GROWTH HIGH QUALITY HIGH PROFITABILITY Nemetschek Group’s Build & Construct Nemetschek Group’s Build & Construct Increases Nemetschek Group’s Build & Segment Revenue Outlook to Segment Recurring Revenue Share Construct Segment EBITDA Margin
Slide 20: Transformative Deal Leads to a Balanced & Resilient Business Model
Transformative Deal Leads to a Balanced & Resilient Business Model in % of Nemetschek Group revenue 9% 10% 4% 4% Design • Increased exposure to high growth and 46% FY-25 Build FY-25 39% profitable Build & Construct segment Pre-Deal Manage Post Deal • AEC/O and Media industries with 40% Media 48% dif
Slide 21: Transaction Overview
Transaction Overview NEMETSCHEK GROUP.
Slide 22: Key Financial Transaction Highlights
Key Financial Transaction Highlights • HCSS will become part of Build & Construct segment which will continue to be managed, controlled and fully consolidated by the Nemetschek Group • Nemetschek Group to hold majority with ~72%; Thoma Bravo ~28% as minority shareholder in the Build & Construct segm
Slide 23: Q&A
Q&A NEMETSCHEK SE Konrad-Zuse-Platz 1 81829 Munich Germany Investorrelations@nemetschek.com www.nemetschek.com
Slide 24: Legal Disclaimer
Legal Disclaimer This document contains forward-looking statements that reflect Nemetschek Group’s current views about future events. The words “anticipate,” “assume,” “believe,” “estimate,” “expect,” “intend,” “may,” ”can,” “could,” “plan,” “project,” “should” and similar expressions are used to id
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