Sanoma Oyj · OMXHEX:SANOMA
Sanoma Oyj — Merger or Acquisition (October 2020)
21 slides from Sanoma Oyj's merger presentation, Oct 19, 2020
Slide 1: Sanoma acquires Santillana Spain, a leading Spanish provider of K-12 learning content
Sanoma acquires Santillana Spain, a leading Spanish provider of K-12 learning content Analyst and investor conference, 19 October 2020 Susan Duinhoven, President & CEO
Slide 2: Growing the European Learning business: Sanoma becomes a leading player in the Spanish K-12 educational market
Growing the European Learning business: Sanoma becomes a leading player in the Spanish K-12 educational market Sanoma has signed an agreement to acquire Santillana Spain, Continuing our Increasing free a leading Spanish provider of transformation K-12 learning content into a growing cash flow – Euro
Slide 3: Santillana Spain: a leading provider of learning content in Spain
Santillana Spain: a leading provider of learning content in Spain ▪ Santillana Spain is a leading provider of learning materials, primarily textbooks, for Net sales split 2019 primary and secondary education in Spain K-12 – Operates in all 17 educational regions in Spain 6% 7% ~90% ▪ Net sales were
Slide 4: Spanish market is resilient and educational renewals have been implemented throughout economic cycles
Spanish market is resilient and educational renewals have been implemented throughout economic cycles… Spanish learning content market Annual demand for primary, secondary m€ & vocational in average approx. 600m€ 800 600 LOE educational LOMCE educational law implemented. 400 law implemented Debate a
Slide 5: Curriculum cycle has a typical impact on the business year-on-year
… while the curriculum cycle has a typical impact on the business year-on-year ▪ In 2019, net sales and earnings of Santillana Spain Net sales and operational EBITDA grew significantly as demand for the current m€, pro forma, preliminarily adjusted for IFRS, unaudited curriculum K-12 learning materi
Slide 6: Growing position in learning services in Europe
Growing position in learning #1 services in Europe #2 Serving over 21 million students, 40% growth from the acquisition Germany: 9.7 mn students of Santillana Spain UK: 8.7 mn students Spain: 6.4 mn students Learning content Digital platforms for teaching #1 France: 5.5 mn students Digital platforms
Slide 7: Increasing share of stable learning business in Sanoma's portfolio
Increasing share of stable learning business in Sanoma’s portfolio Sanoma Group 2019 Operational EBIT excl. PPA1 Before… ... and after the acquisition of Santillana Spain Media 65% Finland 35% Media Finland 45% 55% Learning 43% Learning 22% Santillana Spain 1 Pro forma FY 2019 incl. acquired Iddink,
Slide 8: Fair valuation for a leading player
Fair valuation for a leading player ▪ Enterprise value of 465m€ – Including 53m€ of net debt at the end of June 2020 ▪ 9.3 multiple of EV / 2019 pro forma adjusted EBITDA ▪ Locked box mechanism: Sanoma will receive the cumulative free cash flow of Santillana Spain from 30 June 2020 until closing ▪ A
Slide 9: Funding, transaction costs and closing
Funding, transaction costs and closing ▪ Sanoma will finance the acquisition fully with debt ▪ Agreement on a committed bridge funding facility of 480m€ with Nordea Bank Abp and OP Corporate Bank plc, will be converted into long-term funding ▪ Approx. 2m€ of transaction costs to be booked as IACs in
Slide 10: Next step in the successful M&A growth path of Sanoma Learning
Next step in the successful M&A growth path of Sanoma Learning Tammi (Sanoma Pro) Iddink Finland the Netherlands, Sanoma Belgium, Spain WSOY Van In Sanoma Utbildning Essener Santillana Spain Finland Belgium Sweden the Netherlands Spain 1999 2004 2008 2011 2016 2019 2021 Malmberg Nowa Era De Boeck IT
Slide 11: Growing the European Learning business: Sanoma becomes a leading player in the Spanish K-12 educational market
Growing the European Learning business: Sanoma becomes a leading player in the Spanish K-12 educational market Sanoma: Two strong Continuing our Increasing free businesses, focus on transformation cash flow – growth and dividends into a growing European learning creating value ▪ A growing European l
Slide 12: Q&A
Q&A
Slide 13: Save The Date: Virtual CMD December 2020
Save The Date Virtual CMD 8 December 2020 Sanoma’s strategy will be presented by the management: ▪ President and CEO, Susan Duinhoven ▪ CFO & COO, Markus Holm ▪ CEO Learning, Rob Kolkman ▪ CEO Media Finland, Pia Kalsta Sanoma will publish its Q3 2020 Interim Report Invitations will be sent in due co
Slide 14: Appendix
Appendix
Slide 15: Sanoma Learning, a growing European education company
Sanoma Learning, a growing European education company Blended course Long-term target Operations in materials and digital platforms 20-22% 11 for teaching and ≈20% countries administration oper. EBIT margin excl. 350 PPA * employees in tech Serving ≈500m€ 15m students net sales * Long-term target fo
Slide 16: We focus on learning services for K12
We focus on learning services for K12 Education K12 Higher Corporate Life-long Pre-school Key Market Sectors Primary Secondary Vocational education learning learning School infrastructure ▪ ICT and other equipment ▪ Distribution & Maintenance services Learning services ▪ Content: materials and metho
Slide 17: We have grown from a publisher into an integrated provider of learning services through acquisitions
We have grown from a publisher into an integrated provider of learning services through acquisitions Commercial contact Net sales * 480m€ Teachers Administrators Learning services Content: blended materials and methods 55% Material distribution 30% Digital platforms for teaching 5% .me Digital platf
Slide 18: Sanoma's long-term financial targets
Sanoma’s long-term financial targets Key ratios Long-term target 30 June 2020 Net debt / The divestment of adj. EBITDA < 2.5 2.6 Oikotie (on 16 July 2020) will bring leverage and equity ratio well within the Equity ratio 35-45% 34.4% long-term target levels Increasing dividend Dividend payout 40-60%
Slide 19: Santillana Spain has a renowned brand portfolio built on high-quality content and innovation
Santillana Spain has a renowned brand portfolio built on high-quality content and innovation ▪ Spanish-language textbooks in Spain ▪ Reading books for children and young people ▪ Santillana is the anchor brand with a granular regional portfolio ▪ Regional brands have their own catalogue ▪ Series foc
Slide 20: Disclaimer
Disclaimer The information above contains, or may be deemed to contain, forward-looking statements. These statements relate to future events or future financial performance, including, but not limited to, expectations regarding market growth and development as well growth and profitability of Sanoma
Slide 21: Please contact our Investor Relations
Please contact our Investor Relations: Kaisa Uurasmaa, Head of IR & CSR M +358 40 560 5601 E kaisa.uurasmaa@sanoma.com ir@sanoma.com www.sanoma.com