Good evening everyone in Europe and good afternoon everyone in the U.S. Thank you for joining this call on quite short notice, for obvious reasons, we weren't able to give you a longer heads up for this. Given the news we have put out a short while ago, we wanted to at least give you the opportunity to hear some context around this from Niklas and Emmanuel and offer a chance for you to ask questions. We trust that you have all received both the ad hoc notification and also the short slide deck that we prepared. If not, you can find both on the IR section and you are, of course, also welcome to get in touch later on if you have any more additional questions that we might not be able to take in the call because we have something like 30 minutes or so only. Now, and without further ado, let me hand the call over to you, Niklas. Thank you, Daniel. Hey, everyone. Hope you are doing well. I don't want to take too much of your time today, but mainly just making sure that we answer any questions you may have around the ad hoc in regards to KFTC written approval and the accounting implication of our share price appreciation since the end of 2019. To begin with, we have received the written decision of the KFTC on the transaction with Woowa yesterday, and it confirms what has been published by the KFTC as a summary of the decision on December 28th already. We have the conditional clearance to close the transaction with Woowa on the condition that we dispose our Delivery Hero Korea within six months. As mentioned before, we are free to find any appropriate buyer for our great asset in Korea, and we will now put in every effort to make sure to find the best possible buyer. I'm also happy to confirm that aside from the behavioral remedies applicable to the operations of Yogiyo, which was already published on December 28th, there are no further remedies that come with the conditional approval. Therefore, while we continue to be unhappy with having to let go of Yogiyo, we are extremely excited about the potential we see together with Woowa in the Korean market as well as rest of Asia. We are very eager to start as early as possible, and the objective is for the close to take place during March. Hence, in a very short while from now, we start to collaborate with the great Woowa management team in shaping the future of food delivery and quick commerce in the Asian market. At the same time, and of course, also the reason for this call, we will very likely have to do an impairment on the goodwill that is generated as part of the transaction. Before Emmanuel will give you a short run through the framework, let me emphasize that this is only due to the fact that the share price of Delivery Hero has increased by 171% compared to the 20-day volume weighted average price that was the basis for the agreement we struck with Woowa in December 2019. The operative business of Woowa is continued to develop strongly and accelerated towards the year end of 2020, and this partially driven by increased COVID concerns. With that, let me hand over to Emmanuel before we'll be available for your questions. Emmanuel, please. Yeah. Thank you, Niklas. Good evening or good afternoon also from my side. As Niklas has said, I'm happy to explain the context of the potential impairment. I'm sure you're all familiar with the deal terms of this transaction, but let me give you a quick reminder on chart number 2. The valuation we set up at that time of signing valued Woowa at EUR 3.6 billion on the cash and the debt-free basis, which was equating to about 6 times the expected 2019 GMV. It was agreed to pay around EUR 1.7 billion in cash and about EUR 1.9 billion in Delivery Hero shares. Based on the 20 days volume weighted average price at the time, which stood at EUR 47.47, this equated to a fixed number of around 40 million shares. Now, let me mention here that many of the owners of Woowa would have liked to receive an even larger proportion of the purchase price in shares and not in cash, but we have been able to limit the share component at the stated levels. Niklas has already presented the current status of the transaction, so I can basically skip this here. The next chart shows the very strong development of our share price since the end of 2019. It was not only the significant intraday jump that our share did after we communicated the transaction, but also the further strong increase during 2020, and especially in the last weeks of the year. We are, and I think that many of you are very happy with this strong support of the market and the value that we're seeing in Delivery Hero already today. At the same time, this is simply on the back of the higher share price and the corresponding increase in the value of the consideration, what is going to be transferred to the sellers of Woowa. That we will likely face the necessity to do an impairment upon closing of the transaction. Let's move to the chart number 4. Using today's closing share price or yesterday's share price, sorry, of EUR 128.65 for the share component that is part of the purchase price and adding the EUR 1.7 billion in cash, the value of the total consideration amounts to around EUR 6.8 billion. Given the requirements of the IFRS and in line with the valuation approach of the auditors have to apply this to an impairment of up to EUR 1.4 billion. The reason that we cannot give you a final number is that whenever we like it or not, the ultimate number will depend on the final share price on the Delivery Hero shares on the day of closing. To make this clear, this is no average share price to be applied. We will just have to use the closing price on that very specific day. I know that again, most of you will, of course, know this, as numbers of shares to be issued is fixed, the impairment obviously doesn't change the dilution effect on our shareholders at all. This is of course, no cash effect associated to the impairment or with impairment. As Niklas mentioned already, the underlying business remains strong and the outlook for the WOOWA business has even improved compared to the basis of our transaction in December 2019. We are really looking forward to joining forces with Woowa to make use of the tremendous opportunities that we have ahead of us. Now, before we go into Q&A, let me use this opportunity to mention one aspect regarding the trading updates of Q4 of last year, 2020, that we are going to publish next week, Wednesday. As the Woowa transaction will not be closed by then, we will not be able to integrate the Woowa budget for 2021 into ours already by next week. This is simply for the fact that we won't be able to give guidance for 2021 next week. Hence, we will also not do a conference call for the Q4 training update, but rather at a later point in late March or early April, when we will be in a position to discuss our outlook for this year. We're already looking forward to this, and as we are super optimistic for 2021, that will be another very successful year for Delivery Hero. For now, Niklas and myself are happy to be available for any questions you might have. Thank you very much. The first question is the line of Andrew Gwynn of Exane BNP Paribas. Please go ahead. Hi there. Afternoon or evening even. Two questions. Firstly, could you just share some of the assumptions that you've sort of used to justify the book value? Maybe not the exact assumptions, but more the kind of framework. I think many people would still be of the view that you paid quite a low price. Connected to that, are you able to share any of the kind of latest financials for Woowa? I don't know if you've sort of got a GMV figure in mind or loosely, I think consensus probably looking for Well, actually, you tell me where you think consensus is for Woowa. Thank you very much. You want to answer, Emmanuel? Yes. For the first part of the question, we're using a classic DCF approach that you will be required to do, according to IFRS 14. Business plan that Woowa provided, and then also actually the classic DCF calculation. I agree with you that the purchase price, I think, is very attractive. Unfortunately, if I may say so, our share price did so well over the last year since we announced it to the market that the share price component gain on value and gain on size. Looking at the DCF calculation and the total amount that we will pay including the share price, is driving this impairment that I mentioned before. I think it's very important to keep in mind that this impairment doesn't have any impact on, I prefer to repeat this, doesn't have any impact on the dilution of the shareholder structure, nor have any kind of cash flow impact. This is really an IFRS treatment, which is completely linked to the share price evolution. I may add here, if you look at the graphs, let's assume for a second that we will get the KFTC approval faster and closing the transaction earlier, like June 2020, then such an impairment will probably not happen. This is really clearly linked to the share price evolution that we've seen. Today, I'm not able and also not allowed to give any kind of details on Woowa numbers yet, as I mentioned before, nor can we incorporate this in the 2021 budget number. I'm afraid we will have to wait a little bit. As Niklas and myself, we said before, the business has done very well, also in the last quarter of 2020. Sorry, just to clarify on the comment on the guidance. You're not even able to comment on the range of numbers that are in the market? Is that correct? That's correct. Right now, I'm not allowed to give any kind of comment on that for legal reasons. Okay. Yeah, that's perfect. Thanks very much. May I also add that we did share our approximate numbers in Q3 trading update on what the combined business would be. I think some people have then back calculated what does it mean for Woowa. I think you can assume that those numbers are pretty spot on. Those indications also indicated that the business has continued to do really well. With the current market environment in COVID and all of that, things has not gone worse. Business has done significantly better than we expected back then when we acquired the business. Of course, the price that we set, what Emmanuel set the price that we set internally and also discussed was above what we paid, of course. We have, of course, not adjusted for the fact that the whole market have understood that food delivery is a great space, and therefore we have this impact from our share price. I think in general, the market multiples have gone up. Of course, that doesn't affect the Woowa value. That is not what is being used necessarily. Okay. It's a nice problem to have, but thank you for The next question is from Andrew Ross of Barclays. Please go ahead. Thank you, good evening, everyone. First one is just to follow up on that point. I think you said in Q3 that Woowa was growing mid-60s. Just to be totally clear about your language, you're saying it's grown more than mid-60s in Q4. If there's any way you can quantify that even directionally, is it a bit more of a mid-60s or a lot more? That would help. The second question is to come back on the process of finding a buyer for Yogiyo. You said there were no restrictions around that, maybe you can give us a bit more color in terms of how that's going to work. I guess if you had a scenario where one party, let's say, bid two times more than another party, can you really turn down that high bid if you don't want to sell to them? Would be helpful just to understand how that type of situation might play out. Thanks. Right. I cannot give a lot of details. I think the assumed growth sounds like a good assumption or good based on the call that we had. We should also keep in mind that Korea has not been as impacted from COVID restrictions as, for example, Europe, where growth has gone through the roof, and the same with U.S., where growth has been massively impacted with COVID. If you look at Asia, COVID has been mastered pretty well, and there has not been the same type of lockdowns and so on as we've seen here. It's probably been, I don't know, overall, I think it has been a good year, but I think it's more that the business and online business has done really well, but with a slight tailwind from COVID. That slight tailwind might have been slightly more towards the end of the year. Therefore, I would assume also in your position that it has been slightly, maybe continued improvement throughout the year. I wouldn't expect any material deviation from there where we stand. It has not been worse, but rather slightly better throughout the year. I hope that helps. That helps. Thank you. The second question, did I miss the second question there? There was a buyer process. Sorry. I can cover that. Please. Andrew, as we discussed, I think in Q3, we don't have any kind of restrictions in terms of who or the profile of the buyer. It means like, no limitation in terms of geographic whatsoever, nor do we have to take the highest bid if we wish. From my understanding so far, no limitations. We will have to do a fair and set process that we will start shortly. In terms of limitations, restrictions, we're not aware of any. Of course, we have to look at all aspects, not only price. There might be other dimensions and things that we have to take into account, deal certainty of buyers in the process and so on. We will evaluate all those aspects, and based on that, we will decide who we think is the best buyer to take further into the process. Very helpful. Thank you. Thank you. The next question is from Adrien de Saint Hilaire of Bank of America. Please go ahead. Yes. Good evening, everyone. Two questions from me, please. First, Emmanuel, can you just please confirm what the new book value for Woowa should be. Just wanted to make sure that my math is correct. Secondly, can you discuss how the competitive landscape in Korea is currently developing? It seems like Coupang is making a big foray. What has changed between the moment you announced the acquisition and now in terms of competitive dynamics and market share? Thank you. Unfortunately, I can answer you this first question right now because as I said, the overall exercise of valuation will change with the development of the share price. Only on that specific day, on the closing date, will I be able to tell you with precisely what would be the valuation. Today it's just, we want to inform you that there's a risk, a potential risk of impairment due to the development of the share price, but only on the closing date will I be able to do so, and to give you the right number. We will have to wait until we close the transaction. You want to cover Coupang, Niklas? Maybe on the second. I think on Coupang, it's a tough comparator. They have been a tough comparator throughout the year and will continue to be a tough comparator also this year. We take them very seriously. I think on the good part, the market is growing very fast. Woowa is growing very fast, I believe significantly faster than Coupang in absolute numbers at least. We don't see necessarily that the environment has gone either worse or better. It is a highly comparative market with Coupang challenging us, and we will do our best to making sure that we have a better offering. I think so far this year, I think Woowa has done a great job, and I think in Q4 they kept on doing a good job, and expectations are high. Understood. That's all on that. Maybe Emmanuel, sorry to follow up on this, but if we assume a EUR 1.4 billion impairment then, would you be able to answer the question? You mean on the valuation idea? Yeah. I prefer to wait until we get the closing. Understood. Thank you very much. Thanks. The next question is from Sam Lourensz of Arete. Please go ahead. Hi, good evening. As you look for a buyer for what could become your competitor in the market, are you tied into any commitments within the conditional clearance with regard to continued spend within Yogiyo, during this time period leading up to any potential sale? Thanks. Correct me if I start answering something I'm not allowed to answer, Daniel, but I believe in the written decision that is accessible for other parties, there are some limitations to how we are going to change how we operate as a company. We have to keep running the business as is, so we are not allowed to make any drastic changes to marketing spending or any other material decisions. That's how we're going to run it. It is, as I mentioned in Q3, it's a profitable business. It would continue to be a very profitable business or increasingly a profitable business, despite if we keep marketing levels as they are right now or if we would have done something differently. Some restrictions to how we operate it. Yeah, I can confirm that. Thank you. I think, if I look into the question queue, this was the last question already. We'd like to thank you again for dialing in on such a short notice. Again, if you have any more questions later in the evening or obviously tomorrow or the next day, you know where to find us, and Investor Relations is happy to be available. With that, I think Niklas, Emmanuel, we would wrap the call up. Thank you very much. Thank you very much for. Thank you everyone for dialing in and taking the time this evening. Yeah, thank you very much for your fast reaction. Thank you for joining and your support. Bye for now.
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