Hello. Welcome all to this conference call following our announcement this morning regarding the acquisition of SteelSeries. Thank you all for dialing in with such a short notice. Participating on the call will be René Svendsen-Tune, CEO of GN Audio, Ehtisham Rabbani, CEO of SteelSeries, Gitte Aabo, CEO of GN Hearing, Peter Gormsen, CFO of GN Store Nord, and myself, Henriette Wennicke, Head of IR and Treasury. The agenda for today will be a short presentation followed by a Q&A session. With these brief opening remarks, I'm happy to hand over to René. Thank you, Henriette, and good morning to all of you, and thanks for joining this call. Today is a truly exciting day for GN, where we are now announcing the acquisition of SteelSeries. SteelSeries is a best-in-class company of premium software-enabled gaming gear, and it's an ideal match for GN on our overall company proposition. Let's move to slide 4. The strategic fit between GN and SteelSeries is very appealing. GN and SteelSeries share several competitive advantages, including strong brands, world-class designs, leading innovations, and established go-to-market channels. Bringing SteelSeries into GN provides GN access to the very attractive gaming market through a very strong brand and a strong machine. In combination with GN's existing sound technology capabilities, this creates huge opportunities for driving value going forward. This acquisition is all about business scaling, and SteelSeries will continue to operate with its own identity, brand, and execution strength inside of GN. GN takes over a well-oiled machine that has been taking market shares in recent years, and we gain access to a structurally growing market supported by significant trends. This is what I call an ideal strategic fit. With these overall thoughts, I would like to hand over to Ehtisham Rabbani, CEO of SteelSeries, for a snapshot of the company. Thank you, René, and a big hello to all of you on this exciting day in the history of SteelSeries. First of all, I have to say, I am enthusiastic about this announcement, and we are absolutely thrilled to become part of such a great Danish heritage company like GN. Let me give you a little flavor on SteelSeries and the nature of our business. We were founded in 2001 in a basement in Copenhagen to serve the needs of esports professionals. We are incredibly proud of what our little Danish company has accomplished over the years with the help of the smartest and most passionate talent in the business. We proudly call ourselves Steelheads. Today, we're a global pioneer in premium software-enabled gaming gear, but it feels like our journey has just started. We believe that we have multiple vectors of growth to continue building on our revenue base, which last year amounted to more than 2 billion DKK. 2021 is expected to be another exciting year, where we've already delivered strong growth in the first half of the year. SteelSeries has offices around the world and a broad-based geographical sales distribution. Main markets are Americas and Europe, which contributed 47% and 39% of SteelSeries revenue last year respectively. The supply chain setup is very similar to that of GN Audio as we work with component suppliers and manufacturing partners. SteelSeries has, within its integrated software and services platform, a focused portfolio in the premium segment of gaming gear, including headsets, keyboards, mice, and other gaming-related equipment. By 2020, we held about 7% market share in this space. At SteelSeries, our vision has always been to build a comprehensive platform for the enthusiast gamers that seamlessly connects the best gear, the best gaming products, the biggest games, the gaming community, and esports, something that has all led to SteelSeries becoming one of the top premium audio gaming brands in the world. The SteelSeries brand is a preferred and recognized one in the gaming space, and we have therefore been able to drive strong strategic partnerships with elite esports teams, marketing influencers, and content creators. Together with our innovating leading product portfolio, this has supported significant growth and market share gains in recent years. All this has led us to achieve a very important milestone, being the number one esports brand in the world. From 2017 until today, SteelSeries has grown the top line with an impressive CAGR of 44%, which has been primarily driven by organic growth, while at the same time managing to increase our EBITDA margins. With this brief overview, I just want to underline that I sincerely believe that we could not have found a better home for SteelSeries, and I look forward to continuing our fantastic growth journey together with GN. I really want to thank the GN Board of Directors, René, and the entire team for this vote of confidence. We couldn't be more excited. With that, I'm happy to hand it back to René. Thank you. Thank you, Ehtisham, for this brief overview. Let's move to slide 6. By combining GN and SteelSeries, we are creating a unified force in serving the global audio market even broader. The acquisition means that we are adding another growth engine to the company with more than DKK 2 billion in additional revenue. This means more scale and a more diversified product portfolio. Most importantly, it means new addressable markets and opportunities to leverage our best practices across the combined business. Move to slide 7. Let me give you a glimpse of the attractiveness of this market. The market for core gaming gear was in 2020 amounting to around $5 billion. The even broader gaming gear market, where SteelSeries is currently not prioritizing its efforts in large scale, is three times bigger. The core market has seen substantial growth in the past years, supported by structural trends and the fact that gaming has become a more integral part of so many people's lives. Growth was obviously partly accelerated by the outbreak of COVID-19, but the market is expected to grow strongly also going forward from a higher platform. The market is driven by a number of key trends. First and foremost, we expect to see a structural 5% growth in gaming users going forward, driven by demographics and easier access to gaming for the broader population. Secondly, a considerable opportunity exists related to the penetration of gaming gear. As an example, the penetration of gaming headsets is currently estimated to around 10% only. We do expect significant increases into this rate in the years to come. Lastly, the use of gaming gear and the general desire amongst gamers for the latest and greatest products, we think will keep replacement rates high. All of these factors together make us comfortable that we will see a core gaming market growing around 7%-8% in the medium to long term. Let's move to slide 8 and the bright future of SteelSeries. As illustrated on the prior slide, we estimate that the core gaming market is growing 7%-8% per year. On top of this, we have seen a general trend of moving to the premium end of this market, where gamers today are buying more higher-priced products compared to in the past, which is estimated to add another two percentage point to the base growth. Moreover, SteelSeries is currently expanding into new and more innovative product categories, as well as continuing to expand across geographics. With the underlying core gaming market being very attractive, we are certain that SteelSeries is well-positioned and will continue to outgrow the market in the years to come. With that, I would like to hand over to Peter for the deal summary. Thank you, René. Moving to slide 9 and the deal summary. The acquisition equals an enterprise value of DKK 8 billion. Due to our very strong balance sheet, it will be structured as 100% cash transaction utilizing the existing cash balance and a new bridge loan. The bridge loan is expected to be replaced with other debt instruments at a later point in time. We are immediately pausing our share buyback program in order to focus on deleveraging towards our capital structure policy. With continued strong growth in earnings as well as strong cash conversion, we expect to deleverage rather quickly and be within our targets again within a couple of years. We are naturally seeing significant scaling opportunities as we are utilizing our capabilities and track record in GN Audio. On top of this, we see significant revenue synergies when combining SteelSeries with GN's extensive global distribution footprint. As a consequence, annual run rate operational synergies of around DKK 150 million by 2022 is expected in addition to significant revenue synergies. We expect closing of the transaction by the beginning of 2022, subject to regulatory approvals and other customary closing conditions. Finally, let me stress that this strategic move is fully aligned with our strategy, and our investment case is fully intact. We always look for growth opportunities and businesses that can supplement our existing business, and we are very keen to seek new growth avenues. SteelSeries fits our investment profile very well, and with this acquisition, we further cement our leading innovation and market positions. We add a new growth engine while we expect to deliver significant scaling opportunities to further strengthen our robust profitability across GN. With this, I will hand over to Henriette. Thank you, Peter. We are now opening for Q&A. For the sake of good order, I should mention that due to legal constraints, Ehtisham Rabbani, CEO of SteelSeries, will not be able to answer questions during the Q&A session. We kindly ask you to limit your question to two at a time. Now over to the operator. Thank you. Ladies and gentlemen, if you have a question for the speakers, please press zero one on your telephone keypad and you'll enter a queue. After you're announced, please ask your question. Our first question is from Patrick Wood of Bank of America. Please go ahead. Perfect. Thank you very much for taking my questions. I have two, please. The first would just be curious on the synergy target and the thought process around there. Maybe a little bit of incremental color, if you can give us any, in terms of some examples of the kind of things you were thinking about. Obviously, the back office and finance type work is fairly obvious, but whether it's technological sharing or that kind of thing, just curious, a little bit more color on the synergies would be great. Second question. This is quite a different market, and you obviously mentioned content creators and sponsorships on that side of things. It's highly competitive on that side. I guess, brand equity is everything here if you think about you guys versus Razer. How are you thinking about maintaining and investing in the brand equity going forward from an OpEx perspective? Are you guys planning to put more money behind sponsorship work, and working with content creators, or do you think it's in the right kind of place as it is now? Thanks. This is René here. Thanks for the questions. On the synergy first, we will come back once we have closed the deal, obviously, and talk more about this whole thing. There's a limit to what we can say now. If you look at it from a model point of view, it's clear that the first phase of synergy capture will be on the whole operation side. As Ehtisham was talking about, we have a like supply machinery, we have a like logistic machinery. We are, to some extent, using the same outsourced manufacturing partners, and so forth. There is a broader platform to work from and some margin opportunity in that space, we think, with reasonably short notice. Of course, there are some back office, but that's not really the point here. It is a growth case, and it is about absorbing, you can say, a general cost, drive the lever as best possible with a bigger machine. On the technology point you mentioned, it's clear that actually, I think both ways, not sort of early next year, but over time, there is a clear opportunity for technology levers that are things that SteelSeries bring into the game that we don't have today. Of course, I guess the overall audio platform that GN sits on across hearing and audio is strong and we think can be leveraged over time into whatever next product creation comes here. Starting with really the scaling the machinery altogether, and then, of course, these other matters will drive synergies. On the brand, it's clear that we're taking over two things. A strong engine, really understanding the gaming space and almost in the brains of the gamers. That's something we don't have, and this is why, of course, it's very important we find a company who can deal with that. Also a brand that have been super successful in positioning itself and drive credibility of the gear that's out there, and build strong social media portfolio, and so on and so forth. I don't have a guidance for brand investments in the years to come, but it's clear that we will not do anything to dilute this brand, rather the opposite. Very helpful. For what it's worth. Thank you. Our next question is from Martin Parkhøi of Danske Bank. Please go ahead. Yeah, thank you very much. Just a question on the product roadmap because it has been obvious that SteelSeries was also, as you also mentioned, about to enter new segments in 2020 with respect to speakers and microphones. Will there be any change to that in the sense that GN Audio want to add something to these product functions before going to the market? Just on the cost synergies, you're saying DKK 150 million from 2022. Sorry, 2022, yeah. Is that the end of 2022, or is that a full year figure? How should we see it develop in 2022 and 2023? My second question is, does this change anything to the group structure of GN, where today you do not have a group CEO, but you have a CEO of each division? How will that be structured going forward? Would SteelSeries be under the helmet of you, René, or should we have a third division? I need to push the button here. On the roadmap, I don't think we have a lot to say now. Of course, we have a good view on what is in the making, so to speak. I don't have a perspective on what we would try to effect. I don't think we have a lot, actually, we can contribute in the early days. I think on the roadmap side, more when we come a little bit further down the road, then we may have technologies that can be leveraged across the group. I think the roadmap is, if you look at the track record of SteelSeries, they have been able to announce very relevant products in a good flow, and everything points to the fact that will continue. I'll have Peter talk about the synergies. On the group structure, no change. Ehtisham will report to me, and we are buying from GN Audio this entity, and that gives us the easiest access to the synergies and to the operational consolidation. In that setup, we will run SteelSeries as a separate entity, as I said, with its own identity, own brand, own execution on a long list of areas. Hey, Martin. It's Peter. On the synergies, of course, first of all, we need to close the transaction before we can truly start that journey. We remain very confident, and of course, it's natural to expect that day one we will not be able to deliver all of it. It will be by the end of 2022. We'll come back with more details on the timing once we can start that journey. Thank you. Thank you. Our next question is from Carsten Lønborg of SEB. Please go ahead. Yeah. Thank you very much. Maybe a question for René, I guess. You talk a lot about the brand identity and that you will do your very best to only increase the attractiveness of the brand. How will you sort of, on a day-to-day basis, make sure that the culture of SteelSeries is maintained and you don't end up with a lot of large corporation KPIs being pulled over the head of these guys? Can you maybe share some thinking about how to keep the spirit of gaming in SteelSeries? My other question. Something that could sound a little bit negative, but it's not. The market share of 7% it has today, founded in 2001, why has it taken so long to get to 7%? Has there been an acceleration in recent years? Has there been any sort of defining moments in the company's history where a new product launch significantly elevated the trend for the company? Anything else you can pinpoint there? Thanks, Carsten, for this. On the culture side, it's clear that this is a critical question you are answering. If we were to strangle this entity and somehow try to drive a cross-company culture, of course, we would lose the asset value. We will hand Ehtisham and his team, because we are actively taking over a full management team and key people across, give them the freedom to operate this machine as they have done, but of course, exploiting everything we can bring in terms of platform, whatever support is best leverage. From a brand protection point of view, from the identity, from hiring gamers into the company and keeping them there, driving product creation with the gamers in mind and so forth, we will keep that separate. We have had this exercise actually ongoing for a while, so it is not that new. We acquired, as some of you know, a video company in Cupertino a while back. Here we have had the same situation. We've had a highly innovative AI software-driven machinery sitting in Cupertino, which we had to marry with an industrialization machine, the rest are audio, and of course, we could have destroyed the whole thing by taking, you can say, democratizing everything. We have kept the innovation machine as it was and expanded that. We have, you can say, sustained the strong capabilities of audio when it comes to industrialization, distribution, manufacturing, supply chain and all that, also there. We have tried it before. This is a much bigger exercise. I'm very confident that we can do this, and I have to say, I look forward to see this going through over the next two years. We can do this. We know that. Yeah. On the market share side, thanks, Henriette. The 7% is an average. The reality is that market shares are a little bit different in different parts of the world. The market share on headsets is higher than the average. That obviously means that market share on keyboards and mice is lower. I think also would say here that the market shares actually have increased significantly recently. Okay. In terms of the outlook for the second part of the year, how should we think about that? Now we have H1 numbers, but it would be nice to get some color maybe on Q3. Haven't guided, but it's going well. Let's put it like that. Okay. Thank you. Thank you. Our next question is from Veronika Dvořáková of Goldman Sachs. Please go ahead. Yes. Hi, guys. Good morning, and thank you for taking my questions. A little bit forward-looking, actually. One, obviously the gaming market did see some pretty significant COVID-related tailwinds through the last 12 - 18 months, and just curious how you think about the sustainability of the revenues if we think about 2020. I think Logitech have commented, not specifically for gaming, but I think they've certainly on their forward guidance, indicated a little bit of caution in terms of growth and normalization of the market. Would love to get your thoughts on that. Apologies, my second question's actually going to be on the audio business as opposed to the acquisition. Would just love to get an update. Obviously, we got the hearing numbers yesterday, but did not get an update on the audio performance in Q3. Kind of a two-part question from me. Are you still on track for the 5% growth that you expect in the second half of the year per the guidance? If you can comment on the performance in Q3, that would be helpful. Similarly, I guess just looking forward into 2022, René, would love to hear if your thoughts on the audio growth outlook have changed at all through the last month or two. We've heard some pretty cautious statements from them on there. Would love to get your opinion on that. Thanks. Thanks for that. On the growth going forward, it's clear that the pandemic situation, like has happened in other categories, brought the whole business to another level. This 5% growth in gamer community is not our number. That's a general number out there. Actually, everything we can see, and we have listened to experts from left and right tell us that it's a very credible number. Given that, and then also this premium effect that is out there with high ASPs and so forth, it's very realistic to see that from a higher base, we can still drive this 7%, 8%, 9% growth, and that's what we are betting on. Like in any other business, we always try to be better than the market. We will try hard here as well to beat the market. The body language of Ehtisham Rabbani is fine. We think we can do that. That is as much guidance we have at this point of time. Market growth seems to be there. We will try to beat it. On audio, there isn't a lot I can say. Actually, we are in silent period. We have promised each other that there is no new guidance from audio, as you have seen. The same goes for midterm and next year so far. I cannot. We'll be back in three weeks or two weeks or whatever it is. Understood. I guess, René, you haven't seen meaningful disruption from freight supply chain issues, et cetera, that you would feel was worthwhile flagging on this call? No, I have nothing to flag on this call. If we had, we would've flagged it yesterday. Okay. Understood. Thanks, guys. Thank you. Our next question is from Niels Granholm-Leth of Carnegie Investment Bank. Please go ahead. Yes. Hi. Congratulations with the acquisition. First question on the synergies. I presume that a large part of the synergies would derive from coordination between third-party contract manufacturers in the Far East. You also mentioned that there is an overlap between the contract manufacturers that GN and SteelSeries would be using. Where would the synergies then come from in terms of manufacturing? Second question would be on the net debt acquired. How much net debt is included in the DKK 8 billion acquisition price? Thank you. Thanks, Niels. On the manufacturing side, you are right that the majority of the synergies in the step 1 would come from the supply chain across. There is some overlap on components and manufacturing, which you can say should trigger volume effects. There is also some sourcing differences. We, of course, have analyzed this carefully when we have done the due diligence, what is where and how much, you can say, we have high confidence that we can drive these synergies from the overall supply chain, logistics, transport, warehousing, components, everything you talk about here. Hey, Niels. It's Peter. The value, of course, is as also we stated, cash and debt-free, so the short answer is 0 to your question. Okay. Thank you. Thank you. Our next question is from David Adlington of JP Morgan. Please go ahead. Hey, guys. Thanks for the questions. Sorry, they're a bit bitty and technical, but maybe just some clarification around the first half growth rate would be helpful, please, if you've got that. Secondly, just in terms of modeling, what should we be assuming in terms of the cost of debt, and is there any impact on the tax rate? I'm guessing that SteelSeries has got some brought forward losses. Just a bigger picture one, just in terms of this is another step towards kind of moving away from healthcare. I just wondered your latest thoughts in terms of changing sectors in terms of where you allocate on the stock market. Thanks. On the specific question of on the first half, there was a 56% growth at SteelSeries in first half of this year. To the last question, there is no moving away from healthcare in this company. We are very committed. Gitte is here, so can somehow back it up. As we are in category expansions, of course, we are going after these growth domains. You can say right now, they happen to be on the enterprise or specific consumer spaces like the gaming industry. We have talked about this gaming for quite some time because it was a growth place where we were not present. It is not a discounting of parts of the company, it's an addition to drive a bigger company. Gitte, you want to say something? Well, I guess I can just echo what you said. Obviously, our business is to drive GN Hearing. That was the case yesterday, it's also the case today, and we continue doing that. Yeah. Hey, it's Peter. On the interest rate, of course, timing is good with low interest rates, you can certainly assume low single-digit interest rate. On tax? Tax implications. The question on tax was, sorry? Yeah. Any tax implications. I'm guessing SteelSeries has got some brought forward losses that may have implications for the tax rate for the team. No comments on that one. We've not seen that. No comments on that. Maybe just to follow up on the index allocation. At some point, I don't think that's within your choice to sort of stay where you are. Is there any point at where you will be forced to move sectors? David, maybe I can comment on that. As Gitte and René have pointed out here, we focus on driving the business and growing the business and don't focus too much of the categorization here. That, of course, is our main focus and what we can control. Okay. Understood. Thanks. Thank you. Our next question is from Maja Pataki of Kepler Cheuvreux. Please go ahead. Yeah. Good morning. Most of my questions have been answered, but I would be interested to hear what your thoughts are on your ability, not only from a financial perspective, but also from a management capability perspective, to do further acquisitions, and whether. This has distracted a bit the funds away from potential acquisitions in hearing. Thank you. That's René here, so maybe you can follow through, Gitte. You can say, of course, this is a sizable acquisition for this company, so it puts some pressure on leverage and therefore also how we deal with this. However, bolt-on acquisitions has been part of our strategy all the time, and we have sort of found, say we have this view as we've talked about that if you can find the right thing that is part of the future and not part of the past, we try to drive technology and market access and so on and so forth. We are not at a point where we cannot do more acquisitions. Gitte? Well, I can just echo what you just said, and I guess both divisions are obviously cash positive, so it's still within our means that we can also do acquisition in hearing, provided that they are relevant. Okay. Thank you very much. Thank you. Our next question is from Oliver Metzger of ODDO BHF. Please go ahead. Yeah. Good morning. Thanks a lot for taking my questions. First one is about your growth expectations per product category. Headsets seem to be more sophisticated, and am I right that keyboard and mice and controllers are more a commodity? Second question is a pretty broad question on the definition of gamers. Most people game occasionally, so what's the typical path? When does this population reach a point that a simple headset or a loudspeaker is not sufficient anymore? Also great to give me some comments on the underlying demographics of this first-time gamer and when they turn professional. Professional means they use equipment like from SteelSeries. I think it's clear that, two things, I guess the esports phenomenon in general is growing. It's growing not only with young people, but actually also with, I would almost say people my age, but perhaps not, but also grown-ups and people who have been playing for many years. That drives a sort of premium category in this space. SteelSeries has been focused on esports and the higher-end gamers and the, you can say, intense gamers for all its lifetime, in a sense. In that sense, brought a lot of credibility around that. While that is the case, obviously, the company has exploited the fact that there is also a mid-range of products where you can say more casual gamers or newer gamers and so forth operate, and this is a sizable space where it would be silly not to play. I think a little bit like this, we have the same strategy in audio. We lead the market with hero products and strong engagement with the purpose. We drive, of course, also lower ASPs, lower price point products into the market under this tech. In that sense, these two strategies are alike, in a sense. Of course, they're very different, so we need to let them live their own life. On the growth, actually, first of all, on the technology, sort of creating audio products, of course, we think is a high-value thing. The reality, of course, if you are in this space, then mice and keyboards are actually quite complicated, and products with a significant technology barrier if you master it. In that sense, you can create also competitive edge in this space, and that's what SteelSeries has done. Okay, thank you. Thank you. Our next question is from Mattias Hagström of Handelsbanken. Please go ahead. Thanks so much for taking my question. I won't last. We talked about culture before, so this, I guess, to some extent is related to that. What portion of SteelSeries is currently owned by its management team? Anything you can share in terms of retention program and thoughts about how to keep the key employees within SteelSeries with you. You mentioned the CEO and the team joins. How will they be incentivized? Will that differ compared to the rest of the group? We don't have any specific commentary on that for now. My personal view is that the most important point is that people like this team get the right and the best jobs. How we will do retention schemes and so on, we will for sure look into that, but I don't have any commentary on that for now. Thank you. Thank you. Our next question is from Issie Kirby of Redburn. Please go ahead. Hi, everyone. Thank you for taking my question. Firstly, on SteelSeries' Margins and the quite impressive margin progression since 2017. Can you comment on where its margin sits relative to peers and where you could expect those to go, including the synergies under GN Audio? Also comment on the gross margin profile of the business. Secondly, could you comment on how the devices under SteelSeries are currently being distributed, the split perhaps between online versus physical retail? On the margin question, I don't want to dive into that in a lot of details, but I can say that the fact that SteelSeries has managed to exploit the premium part of the market has also helped drive solid margins or relatively solid margins relative to the market in general. Of course, that, in combination with the scale benefits that we talked about a little bit earlier here, will help us take this even further. A lot of good work has already happened in this space, and it is a matter of category, but of course also how you drive the supply chain and that whole platform machinery. They have done that well. On the distribution, SteelSeries is distributed through a sort of network of direct touch with retailers, distribution partners in less populated countries. Not populated, less countries with no local presence and e-commerce. I don't think we have disclosed the e-commerce share of this business, so I cannot, but it is meaningful. Okay. That's great. Thank you. Just to follow up on the synergies, the point of confirmation, the DKK 150 million is purely cost synergies. You mentioned you were also looking, obviously, to obtain some revenue synergies. Is it possible at this stage to quantify the scale of the revenue synergies you expect between the two businesses? We have not disclosed We have a view on revenue synergies, obviously. We need to get past the closing and somehow coming together, then we can start talking a bit more about that. Okay, great. Thank you. Thank you. Our next question is from David Adlington of JP Morgan. Please go ahead. Hey, guys. Thanks for the follow-up. Just backing up what you said earlier about the growth in the first half, it looks like first half was effectively flat on the second half of last year. Is that right? If so, what's caused the slowdown versus the competition? Thanks. Okay. I think the simple answer is seasonality, basically. Like it is the case in our consumer business here. Yeah. Did that answer your question? It does. It's a big slowdown sort of sequentially. How much seasonality do you normally see in the business? I think what I tried to say is that the second half is the strong season in this space, like in other consumer businesses. The first half growth, of course, is up against the first half of last year or the year before. It is a flattening quarter-over-quarter, but driven by seasonality. It is a strong growth in the first half. Great. Thanks. Thank you. There are no further questions at this time, so I'll hand back over to our speakers. Thank you, René. Thank you Peter, Gitte, and Ehtisham on the call and thank you everybody for taking the time. See you, talk to you later, and have a good day.
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