Good morning, and welcome to the Bekaert to acquire Dextra conference call. At this time, all participants are in a listen-only mode, and we will open the floor for your questions after the presentation. If you wish to join the queue to ask a question at any time, you can press star one. Should you wish to remove yourself from the queue, please press star two. It is now my pleasure to turn the floor over to your host, Olivier Biebuyck, the CEO. The floor is yours. Hey, thank you very much. Good morning, good afternoon, and thank you for joining us. Today we announced that Bekaert has signed an agreement to acquire Dextra, as you have seen, a leading provider of sustainable construction reinforcement solutions. This is really an exciting investment in sustainable construction and a clear step in Bekaert's strategic direction to increasingly differentiate through advanced materials and engineering solutions, building on our materials expertise, engineering capabilities, and application know-how. Let me start by introducing Dextra. Dextra was founded in 1983 by four French entrepreneurs. It employs more than 1,000 people and operates three production facilities located in Thailand, India, and China. Dextra is a highly complementary business in one of our most attractive market segments, sustainable construction. Dextra provides advanced reinforcement solutions across demanding infrastructure applications. Its sustainable portfolio includes rebar couplers, glass fiber reinforced polymer solutions, proprietary equipment, and engineering and technical services. Dextra is a leading accredited supplier for critical infrastructure, has a strong track record supplying the most demanding projects, including power plants, metros, tunnels, bridges, ports, airports, and skyscrapers. I will now hand it over to Seppo, who will take you through the transaction details. Thank you, Olivier. Let me now turn to the transaction highlights first. The transaction for an enterprise value of EUR 140 million, that is on cash-free and debt-free basis, represents a multiple of 6.8 on estimated 2026 EBITDA before potential synergies. In 2025, last year, Dextra generated EUR 118 million in sales and EUR 20 million in EBITDA. This represents a 17% EBITDA margin, and so accretive to Bekaert. From a value creation perspective, there are two points I would like to emphasize now. First, the transaction is expected to be immediately EPS accretive. That is before the benefit of any commercial or scale synergies. Second, we see additional value creation opportunities from bringing together complementary reinforcement solutions and customer access across a broad range of applications. We will come back to those opportunities in a moment. There are additional earn-outs foreseen in the agreement. These earn-outs are driven by significant EBITDA growth for the period of 2027 to 2029. Acquisition will be financed through existing cash balances and credit facilities with limited impact on leverage, preserving Bekaert's financial flexibility also going forward. The transaction remains subject to applicable regulatory approvals and customary closing conditions. We currently expect it to close during the first half of next year. Until transaction is completed, Bekaert and Dextra will remain separate and independent companies. Thank you, Seppo. As I said, we are very excited about this acquisition. We see Dextra as a high-quality business, active in attractive growth markets, and one that we believe is an excellent strategic fit for Bekaert. Let me explain where we see the complementarity in the next slides. This slide gives you a sense of the type of infrastructure projects that Dextra serves. They support some of the most complex and demanding projects in the world, where reliability, certification, quality, and engineering support are particularly important. Around half of Dextra's sales are linked to larger projects that provide high visibility for the coming years. The other half are smaller infrastructure projects and are more recurring in nature, and that includes approximately 10% of services, either through leasing equipment or through service technicians. A distinctive characteristic of Dextra is its fully integrated offering. It combines engineered products with proprietary equipment installed on site and ongoing technical support services. Let me explain a little bit. Dextra provides critical reinforcement and structural solutions that meet the highest industry certification. While typically representing only a small portion of total project costs, their engineered products play a critical role in ensuring structural quality, safety, and reliability. Dextra also designs and assembles equipment in-house, which is installed at customer or partner facilities and supported by Dextra technical teams. The equipment supports product preparation on site and provides real-time data on production and quality. And third, Dextra also supports customer with differentiated services, including equipment installation, product preparation, training, monitoring, maintenance, and on-site and remote technical support. This fully integrated model creates a more valuable and embedded customer proposition, supporting long-term customer relationship. It's really something actually that we are excited about and want to learn from Dextra. For Bekaert, this is strategically relevant because it adds equipment and services to our existing materials and engineering capabilities in sustainable construction, and it strengthens our ability to address customer requirements through a broader, more integrated reinforcement proposition. Our ambition, as I said, is to extend Bekaert's offering in other attractive segments in a similar manner. We want to go beyond products and also learn to offer services and solutions that enhance our value to our customers. Another aspect which is attractive with the acquisition is it doubles our addressable market in critical infrastructure projects. There is strong complementarity between the applications served by Dextra and by Bekaert. So, for instance, where both companies are active in the same infrastructure category, typically the solutions are generally used in different parts of the projects and address different reinforcement requirements. What we expect to get from Dextra is early access at the design and planning stage, because Dextra typically gets baked in much before Bekaert does. This creates interesting opportunities for commercial synergies, as Bekaert's reinforcement solutions can benefit from Dextra access to specification stages of the major infrastructure project. So that's one key advantage. The second key advantage is that Dextra has a strong track record and proven references that also enhance our credibility in infrastructure going forward. Then third, we can see complementarity of our respective presence in different regions. Dextra has a strong base in Eastern Asia as well as in Europe. Bekaert is more global, and part of the thesis we bring to really globalize the Dextra offering once it's on Bekaert. For us, the strategic benefit is really clear. It broadens our addressable market. It's highly complementary application, and it gives us, both of us together, more share of wallet at large infrastructure project. It accelerates our engagement in project, as Dextra typically comes first. It gives access to, as I said, to infrastructure markets that were underrepresented in the Bekaert offering today. So this slide here illustrates the strength and complementarity of our combined portfolio. You can see that Bekaert and Dextra solutions address different reinforcement needs and can be used independently or alongside one another, depending on the project design and application. The combined proposition delivers tangible benefits for customers. It helps them build safer, faster, and with a lower carbon footprint. By bringing our capabilities together, we can together engage customers with a broader offering and a stronger engineering value proposition. So we believe that this will increase our relevance with contractors, structural engineers, and other decision-makers from the early design stage to the full project execution. To summarize, Dextra has a fully integrated offering, and it gives it a very strong competitive advantage in its market. They have critical solutions with the highest certification in applications where reliability, quality, and compliance are most critical criteria in supplier selection. Sustainability, in the same way that Bekaert's offering helps customers build sustainability, Dextra portfolio helps also customers improve material efficiency and reduce carbon footprint. The rebar couplers can reduce the steel required compared with overlapping rebar connections, while GFRP solutions provide an alternative to steel reinforcement in appropriate applications. Attractive growth markets. You have seen that Dextra has a strong track record of large infrastructure projects spanning high-growth construction market in Europe, Middle East, India, and Southeast Asia. Strong earning or good earning visibility, because it's a longer cycle. They are involved in demanding infrastructure projects that typically span multiple years. They get specified early, as I mentioned already a few times. That early stage access is something that we value, but we will try to leverage. Last but not least, that integrated offering, the fact that Dextra has found a very nice way to combine products with equipment and with services is definitely something that Bekaert wants to do more of going forward and learn from Dextra on how we can tweak our business model to getting there. From what I have seen in my first month, this expanded value offering, combining the product, equipment, and services, is really something we want to learn from and emulate in other areas, not just in sustainable construction, but also in areas where we feel that we can solve some of the pain points of our tier 1 customers. If you let me conclude by putting Dextra in the context of our broader strategic direction, in summary, I would say Dextra will strengthen our existing offering of advanced materials and solutions to help customers build safer, faster, and with lower carbon footprint. Second, Dextra acquisition demonstrates Bekaert's commitment to sustainable construction as a strategic priority. Combined, Dextra and Bekaert form a valuable growth platform in sustainable construction, where we see several opportunities for organic and inorganic growth. Both companies will bring longstanding relationships with key construction players, meaning engineering contractors, concrete reinforcement players, structural designers, and architects. Third, there are interesting opportunities for commercial synergies, as Bekaert's reinforcement solutions can benefit from Dextra early access in the specification stages of major infrastructure projects, while Dextra can leverage Bekaert's global network to grow in geographies where they are not strong or present today. In summary, we view Dextra as an important step in Bekaert's strategic direction. It fits very well. This shows that we are committed to actively managing our entire portfolio to sharpen our focus and generate sustainable, profitable growth. With that, I would like now to open the floor for questions. Thank you. Thank you. The floor is now open for questions. If you wish to join the queue to question at this time, please press star, then the number 1 on your telephone keypad. We do ask if listening on speakerphone today, please pick up your handset first while asking your question to provide optimal sound quality. Once again, please press star one on your phone at this time to join the queue to ask a question. Our first question comes from Frank Claassen from Degroof Petercam. Please go ahead. Yes. Good afternoon. Frank Claassen of Degroof Petercam. Two questions, please. First of all, can you elaborate on the earnings track record of Dextra? What kind of growth have they shown over the last five years or so? Then secondly, on the synergies, could you maybe even quantify these, and can you indicate what are the main sources of the synergies? Is it cross-selling, or are there also cost synergies involved? Thank you. Yeah. Thank you, Frank, for your question. On the first one, I would say the long-term track record of Dextra has been middle single digit, both on the top line and then a little bit better on the bottom line. They have been, I would say, above market growth, slightly above market growth. Going forward, we obviously want to maintain the same and further exceed that by, as you mentioned, some synergies that we can see. We hope to move from middle single digit to high single digit, both on the bottom line and the top line. In terms of synergies, the majority of the synergies and opportunities that we see are actually not on the cost. Not that there won't be, but we want to basically leave Dextra a little bit to continue to grow and not rush to kind of take cost out, because we see actually top-line synergies, as I mentioned. The sources of the top-line synergies are multiple. One thing that we will bring to Dextra that they are excited about is our global reach. They are obviously much smaller than we are, and they have been therefore constrained on where they could play. We have very strong presence. In fact, they are decent in Europe, but we have full presence in Europe, both Western and Eastern Europe, while they are traditionally more Western Europe. We have access to the U.S. market, which is something that will take a little bit of time, but we think we can open some doors there that will benefit the top line. That's the geographical expansion is one part of what we will bring to Dextra. What we see from them is, like I said, that complementarity on some projects. The large infrastructure projects are areas that have not been our strongest suit. They are, in fact, with our products, we can't participate to all reinforcement options on the project, but there are parts of it where we can definitely be very complementary. What we expect is Dextra to open the door to Bekaert, especially because typically they are actually the first to be specced in and qualified. Their early access to the project is something that we see as a benefit. Third, there is another one that is maybe more synergetic for the rest of Bekaert, but Dextra has a very interesting business model that I described briefly, which is that a product combined with equipment and services. Basically what they sell is a package deal with the product and the services. Obviously, we will want to understand all the details and see how and where we can emulate in the rest of Bekaert, because that's something that we believe in, that you can be more differentiated, more distinctive to your customers by leveraging that application engineering solution and services. And that's what Dextra has done quite well over its history, and it's something that Bekaert is doing, I would say, more sporadically, but something we want to do more systematically going forward. These are the three key sources. In terms of quantification, it's a bit hard to pin down the numbers since, let's say, we haven't closed yet. But I would say we have been conservative in our model, in my mind, and I hope we can definitely unlock quite a bit of synergies over time based on those three levers that I described. Okay. Yeah, that's very helpful. Thank you very much. Your next question comes from Martijn den Drijver of ABN AMRO. Please go ahead. Yes, thank you, operator. Martijn den Drijver, ABN AMRO. I have three questions, and I'll do them one by one, please. Olivier, can you talk a little bit about the competitive environment and the exact USPs that Dextra has versus the competition? That would be question one. Their competitive environment. I think what you see, and again, it is something that we did a lot of due diligence to be comfortable and got more and more excited, is what you see is that Dextra has already positioned themselves into the high-strength, critical applications of large infrastructure projects. They do that by basically having a track record of quality, but also on-site support. I think that service and support makes a difference. It is not the rebar couplers themselves that are, I would say, the most distinctive part of their value proposition. Obviously, those rebar couplers are highly engineered and resisted the test of time, so they have all the ISO kind of certifications. But I think my assumption, or what I really took away from all the discussions we had with them and the due diligence, is that it is the combination of their ability to provide the service, the solution, the application engineering, help the contractors for those very important projects that really is a distinctive piece. I do not want to say there is no competition, because there is always competition, but the distinctiveness is really what is valued in large infrastructure projects. You have to see Dextra as really kind of an engineering type of thing. Could Dextra rebar couplers go into low-level application? I do not think that is where they can be successful and play, and it is not the thesis either. But where they play, they are definitely very appreciated and have a great reputation that they built over decades. Just one follow-up. Should I then view Dextra as a top three player in Asia and Europe? Is that the right way to think about it, or are there large gorillas in the sector that we should also watch? No, I think it is the former. I think that they are actually very respected and very known and respected in very demanding projects, and that is where they build their credibility. I mean, they build their credibility on the back of engineering offering, as opposed to a broad-based kind of offering. Understood. Thank you. My second question is a slightly different version of Frank's question. Can you talk a little bit about the utilization level of the Dextra plants and the CapEx requirements going forward? Can they continue to grow with mid-single digit to high single digit with the current plant setup, or should we expect further CapEx to go into that business? The way we understand it, Martijn, at this stage is they have runway for several years. We believe we can grow at least in the next three to four years without any major CapEx. They have some recurring CapEx every year, but nothing crazy. Obviously, we will want to see, because one of the things that we are excited about, on top of, say, the regular business case, is for us to open them up to some new markets. We will have to figure out in this world of tariffs and complexity what is the best way to grow in addition to their base case in those new markets. Their base case, as I say, the thesis, does not require major out of the ordinary CapEx. I might add that they are well invested and also recently added some capacity, so that gives us growth opportunities post-acquisition going forward. Okay. Thank you for that addition. My final question, it is a bit of a cheeky one, but when did the negotiations with the private equity owner of this company start? Essentially, is this a debut acquisition, or is this something that started earlier? I mean, look, I think that this is it's a funny question. I think that my predecessor had developed the pipeline, so I did not, when I arrived, it is not that everything was empty. I think I told you before that I think that my predecessor did a good job to give me a house which was on strong foundation, good balance sheets, more resilience on the performance side. There is also a pipeline of options that have been looked at in the past. That is the answer. Now, I think it is, let us put it that way, it is a joint team effort between succession of CEOs. The negotiation obviously accelerated in the last few months, and it took a few months. Obviously, you do not do that overnight. I think that we were disciplined on both sides. They were really eager on Dextra to make sure they had a good owner. They are very obviously attached to their company. They developed it from the ground up. So for them, they also wanted to make sure that they would find a buyer that understood what they were about and would be able to really continue to develop to the next phase of the company. So, it has been a little bit, you call it a dating game in both, I think on both sides. Understood. Thank you very much. Your next question comes from Stijn Demeester from ING. Please go ahead. Yes, good afternoon. Stijn Demeester, ING. Also three from my end. First one, can you provide color on the earn-outs and embedded milestones from this deal? Second, what share of Dextra was owned by Lakeshore Capital, and has there been a visible growth acceleration since private equity came on board? I understood around 2020. Lastly, I may be misunderstood, but what is the rationale of Bekaert and Dextra remaining separate companies? That is it for now. Seppo, do you want to take the first one? Yeah, on the earn-out, obviously we are not going to details, but it is built so that it is based on significant improvement on EBITDA, first of all. It is also built so that Dextra and the management of Dextra that were also previous owners, are still owners, but post-acquisition previous owners also have interest to drive the performance of the company going forward, following the path that they have also had in the past. When it comes to Lakeshore ownership, I do not want to go into ownership percentages, but they were the main shareholder amongst the managers of the company. Yeah. To echo what Seppo is saying, there were several owners of the companies, between the different founders. Collectively, obviously they were still very important and they are still very committed, which is why we want to keep them. We definitely want for them to transition well with Bekaert and the business model that they have developed is, as I said, something that we are very excited about and interested to fully understand and leverage. It is very critical for us that we found a mechanism whereby our objectives are aligned and our ambitions are aligned. That earn-out was a good way to incentivize them to continue to aim high and stay committed for a few years, which is really important to us to do a good transition. It actually explains a little bit your third question. Because of that, we need to keep some ways to have a clean P&L. When we say separate, it's not completely separate. Obviously, it's all the Bekaert group and we will work very closely together and ultimately, medium term, we'll kind of merge legally. But short term, we want to give them some space and then keep the integrity of the P&L, which is why we keep it set up that way. I think it's a pragmatic fashion to ease the transition into Bekaert while preserving what they bring to the table and incentivizing them to continue to do a good job supported by us. That's how we were thinking about it, and we had a lot of back and forth on making sure we were very comfortable on both sides on the way forward. Maybe to clarify, I do not know if you refer to my comment in the presentation, what I said that until transaction is completed, Bekaert and Dextra will remain separate and independent companies. Obviously, after the closing, we will do the integrations where and how it makes sense. Like Olivier said, it does not mean that they are totally separate from Bekaert. Yeah, few follow-ups if I may. Will you have 100% ownership? Yes. On day one, yes. Okay. On day one. Will it be reported under specialty business or will it also be reported separately? Sorry, specialty business. I am confusing with another company. Yeah, for now, specialty business like the rest of the construction. Okay, understood. If I may squeeze in the last one. To what extent are you committed to your agenda of simplification, streamlining the portfolio, and potentially divesting assets? Something that the market, in my view, would be enthusiastic about. I did not hear the first part of your question. To what extent what? Sorry, can you repeat? Yeah. Are you committed to your agenda of simplification and streamlining the Bekaert portfolio and potentially divesting assets? Yeah. We are very committed to that and working, I would say, quite full speed on it. I think that the Dextra acquisition fits very well with an area, one of the areas that we like and we want to focus on. So, let's say you can take from that move that sustainable construction is one of the areas of the future, for sure. You can also take from this move that it kind of pivots progressively towards kind of a little bit more solution services combined with product is something that we are very serious as well and want to do more of. Organically, we need to learn that to do organically, but also thanks to acquisitions like that bring some new capabilities that kind of helps us towards this advanced engineering solution kind of approach we want to have. So, that is very much, that acquisition is completely 100%, I would even dare say 200% consistent with the vision and the direction and the train leaving the station. As I also said a few times, it takes two to tango, and we have a lot of options. The good news that I think at Bekaert is that, I mean, you can look at the glass half empty or the glass half full. So, if you look at it, you could say on the negative, I think that Bekaert has got so much, quite a bit of diversification that it overplays and it becomes fragmentation. So, there is a need to refocus on a few things. But the good news is that because we have many different businesses in which we operate, directly or indirectly, it gives us optionality. It really gives us optionality. How we are planning to leverage that optionality is by being cool-headed and disciplined and figure out, well, what is the best way to manage the portfolio, I would say, in light of those different criteria. So, long story short, say that, yes, over time, for the right conditions, there is no sacred cows. There are no sacred cows. So, if there are some parts of our businesses that have got a better owner potentially that can ensure long-term leadership, and it makes sense, and the conditions are right, we would be open to it. So, we are managing the portfolio actively, or we will manage the portfolio actively. I think Bekaert, by the way, if you look at the long-term history of Bekaert has a track record of managing its portfolio strategically and smartly over time, and will continue to do so, and we are looking very much at doing it. Again, this acquisition, I think, is just a step in the right direction as far as I'm concerned. Understood. Thank you. Again, if you would like to ask a question, please press star then the number one on your telephone keypad. Again, that will be star then the number one on your telephone keypad. Your next question comes from Chase Coughlan from Kempen. Please go ahead. Yeah. Good afternoon, everyone, and thank you for taking my questions. I have a couple, and I'll take them one by one, please. First off, I think you mentioned during the presentation that a portion of the revenues are, of course, sort of service revenues. Could you sort of quantify how much of Dextra's revenue is service versus maybe one-time? I think, and Seppo, keep me honest, I think that more than 10% is pure service. It's about 10%, correct. Yes. Okay, clear. Then I suppose a sort of follow-up or clarification question from my end. So, of course, a large part of the rationale behind this deal is that you find cross-selling potential or an ability to sell their products in new markets. But, I understand, because the businesses are still operating separately, you're not going to manufacture any of their products in current Bekaert facilities. Is it more like a logistical sort of, yeah, cross-selling potential or distribution networks, or how should I think about that? Yeah. The way you should think about it is that we really want Dextra has got an exciting standalone business case, and they are on a growth trajectory and doing well. Our biggest, let's say, I don't want to say concern, but what we were trying to solve for is to keep the Bekaert, sorry, the Dextra management team aligned and committed, at least for the next few years, to continue to drive what they are driving. Then the question is, how do you do that while you join a big group as Bekaert? We wanted to guarantee a certain level, I would say, of full autonomy. That's not the case, but some level of autonomy with obviously control and oversight and a P&L, so that we could basically incentivize them and keep track of what they are doing. That's one thing. At the same time, we absolutely believe that there are a lot of nice synergies by us opening the door to them and them to us. We'll put some mechanism as part of the integration, if there will be an integration, to basically incentivize with some commissions and so forth, both sides to basically work very well together, because it's our interest to boost, in fact, their top line and bottom line. The mechanism that we have already agreed upon with them on integration, so in a way, we already kind of discussed how we would integrate for the next few years. Believe it or not, we spent some time on thinking through that with them to basically try to get the best of both worlds. Keep a little bit of entrepreneurial spirit and keep them focused on what they are doing, which we like very much, but also find the right, I would say, incentives and alignment mechanisms to tap into respective synergies on both sides. There is a good example of the cross-selling opportunity comes from the fact that we have Bekaert sales network in construction business that is also global. They have very strong network themselves if you look at the Dextra business in Asia and India, et cetera. For instance, in North America, they are not very strong, while we are strong and have a good footprint in North America, and that way we can support cross-selling of their products as an example. They are also helping to sell, for instance, Dextra then in the regions where they are strong and also have more presence. Yeah. Okay. It's really a network story. Okay, clear. My final question, in terms of branding or rebranding, it sounds like obviously Dextra will sort of keep their typical product names and their own brand name, but do you see any, let's say, limitations of doing that in terms of integrating these sort of solutions if you're selling between two different brands or three different product types? Do you think that'll be easier if you maybe just brand it all under, yeah, Bekaert or Dramix or something of the sort? I'll be honest with you, we have not fully thought through the branding side of it because the current assumption is that Dramix actually is really what people know more than Bekaert at times in that part of our portfolio. So Dramix is really, let's say, the name of reference for our offering. Dextra is quite known on their side. We'll have to do some studies or whatever to see what could make the most sense, whether we keep Dramix and Dextra as two kind of product offering name and there is no issue, or which I don't expect to be, but whether that's the best approach or whether there is a better approach by changing something. I think actually on that front, we have flexibility. We will do whatever we think that from a market response standpoint give us the best momentum. Yeah. Okay. Very clear. Thank you both. There are no further questions. I'll turn the call back over to Olivier. Okay. Well, thank you very much for joining the call. I know that today was a busy day with a lot of companies reporting their Q3 results, so I appreciate you took the time. As I said, I think that Dextra is not a revolution for us. It's a nice evolution. It shows that the train is leaving the station, and at least I think it's a very, very actually complementary acquisition that really fits a little bit the vision for what we want to do more of. Very complementary. I think that we are excited by the prospect. I think that we understand the management team of Dextra is also excited to join Bekaert and to see that we could be a very good owner for them long term, and that there is a lot of complementarities. It's been obviously emotional for them because it's their company, it's what they have developed. I think they have been very thoughtful in the way they approach it, and I think we have been thoughtful as well. I'm very encouraged by the first acquisition. I have nothing to announce tomorrow. There is not another one to announce tomorrow, but I can tell you that hopefully that's the first of a series of continuing to manage actively our portfolio, whether it's on the acquisition or maybe some divestitures over time. As I committed, as soon as we have something firm to communicate, we will be very transparent and continue to communicate. I can tell you we are working hard, both organically and looking at what we can do organically, inorganically, sorry. I definitely want to give some credits to my predecessor for having left us in an opportunity to do things like that. I think it's all very exciting. Despite the fact that the environment is still a little bit difficult out there, but I think we are doing everything we can. Thank you very much for your time, and much appreciate your very good question, and I'm sure we'll speak soon. Thank you. Okay. Thank you. That concludes today's conference call. You may disconnect your phone lines at this time, and have a wonderful day. Thank you for your participation.