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Netcompany and SDC - Creating the future of banking services
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Important information This presentation contains forward-looking statements that reflect Netcompany's current expectations and views of future events. Some of these forward-looking statements can be identified by terms and phrases such as "estimate", "expect", "target", "plan", "project", "will" and similar expressions. These forward-looking statements include statements relating to: the expected characteristics of the combined company; expected financial results and characteristics of the combined company; expected timing of the launch and closing of the proposed transaction and satisfaction of conditions precedent, including regulatory conditions; and the expected benefits of the proposed transaction, including related synergies. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from such statements. These forward-looking statements are based on our beliefs, assumptions, and expectations of future performance, taking into account the information currently available to us. These statements are only predictions based upon our current expectations and projections about future events. Risks and uncertainties include: the ability of Netcompany to integrate SDC into Netcompany's operations; the performance of the global economy; the capacity for growth in internet and technology usage; the consolidation and convergence of the industry, its suppliers and its customers; the effect of changes in governmental regulations; disruption from the proposed transaction making it more difficult to maintain relationships with customers, employees or suppliers; and the impact on the combined company (after giving effect to the proposed transaction with SDC and the shareholders of SDC) of any of the foregoing risks or forward-looking statements, as well as other risk factors listed from time to time in Netcompany’s public disclosures. The forward-looking statements should be read in conjunction with the other cautionary statements that are included elsewhere, including the risk factors included in any public disclosures of Netcompany. Any forward-looking statements made in this announcement are qualified in their entirety by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by us will be realised or, even if substantially realised, that they will have the expected consequences to, or effects on, us or our business or operations. Except as required by law, we undertake no obligation to publicly update or revise any forward- looking statements, whether as a result of new information, future events or otherwise. 2
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…will go through the strategic rationale of the transaction. …will go through Netcompany’s M&A history and the preliminary financials of the transaction. Thomas Johansen NETCOMPANY CFO Presenters 3 André Rogaczewski NETCOMPANY CEO AND CO-FOUNDER
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Strategic rationale ◼ Aligns with Go-To-Market strategy to expand capabilities and enhance service offerings within the Financial Services Industry (FSI). ◼ Netcompany’s products and platforms supplemented by SDC's core banking platform will be the foundation of ‘the future of banking services’. ◼ The goal is to create innovative and leading banking services in Denmark, Scandinavia, and the rest of Europe, to the benefit of current and future customers, thereby adding substantial value for our shareholders and stakeholders. ◼ FSI is characterised by high spending and stringent regulations, presenting significant growth opportunities for Netcompany in the coming years. ◼ The general IT landscape in FSI is characterised by outdated mainframe and legacy systems. ◼ Many similarities between the Nordic and European markets. 4 19.1 21.0 23.2 25.7 28.5 31.4 12.2 13.3 14.7 16.2 17.9 19.8 9.0 9.9 10.9 12.0 13.3 14.7 2023 2024 2025 2026 2027 2028 Norway Denmark Sweden 40.3 44.3 48.8 53.9 59.6 65.9 Estimated addressable FSI market in DKKbn Source: IDC, 2024 +10% CAGR towards 2028
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▪ SDC is a prominent IT service provider headquartered in Denmark, specialising in delivering comprehensive IT solutions to the FSI across the Nordic region. ▪ Founded in 1963 and offers a wide range of services, including core banking systems, digital banking solutions, and regulatory compliance tools. ▪ Prior to closing of the transaction, SDC is owned by its member banks. ▪ More than 50 customers in Denmark, Norway, Sweden and The Faroe Islands. ▪ At the end of 2024, SDC’s workforce counted 980 FTEs. 5 About SDC 2023: ▪ Revenue DKK 1,837 million ▪ EBITDA of DKK 286.8 million
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Netcompany and SDC combined 6 + ◼ Highly skilled IT professionals ◼ Delivery excellence ◼ Innovation ◼ Products and platforms ◼ AMLPIO ◼ Mit.dk ◼ EASLEY AI ◼ Co-owned products Festina Finance – Advisor ◼ Highly skilled IT professionals ◼ Subject matter expertise and business expertise ◼ Key platforms ◼ Core banking solution ◼ Multi country enabled and open architecture ◼ Net banking / mobile banking ◼ Compliance solutions + Building blocks towards ‘the future of banking services’
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‘The Future of Banking Services’ Netcompany’s future vision is to offer banking capabilities that enables customers to offer their end- customers innovative products, quickly through the following principles and objectives: Business Value & Benefits First Compliance by Design; Operational Integrity and Stability Hyper Business Automation and Digital Support for all End-to- End Processes* Next Generation Self-Service Customer Journeys Strategic use of Data 7 The focus of every backlog item is business benefits; Let Netcompany worry about the IT AI, Prompting, Self-Service Advisory and much more First rule is to automate everything thereby ensuring optimisation possibilities within FIs Use data for strategic decision making on products, processes and business Stable & Compliant operations is the bedrock for innovation 7 Netcompanys well-proven platforms Access to trustworthy data Netcompanys well-proven Governance Strangle and remove legacy
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8 435 555 674 809 881 901 20182017 2019 6.56 20202016 2021 2022 6.13 2023 2024 16% - 19% 2025e 829 217 2,053 2,454 2,839 3,632 5,545 6,078 6,541 +5% to +10% organic 3.65 7.91 11.73 1,106 12.26 1,098 9.67 1,416 Revenue, DKKm Adjusted EBITDA, DKKm EPS, DKK EV/Sales: 0.5x* EV/EBITDA: 3.5x* EV/Sales: 5.7x EV/EBITDA: N/A EV/Sales: 1.2x EV/EBITDA: 13.6x EV/Sales: 3.2x EV/EBITDA: N/A EV/Sales: 2.2x EV/EBITDA: 14.3x EV/Sales: 1.4x EV/EBITDA: 10.7x * SDC multiples based on FY 2023
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SDC and Netcompany in numbers 9 SDC, FY 2023 Netcompany, FY 2024 DKKm Revenue 1,837.0 6,540.6 Adjusted EBITDA 286.8 1,097.9 Net profit 31.4 467.5 Margins Adjusted EBITDA margin 15.6% 16.8%
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Transaction highlights and timeline 10 The transaction ◼ Netcompany will acquire 100% of the shares in SDC for a cash consideration at closing of DKK 1 billion. ◼ Netcompany will make the acquisition through a newly formed company – Netcompany Banking Services A/S - which will be merging with SDC and as a consequence resulting in a fully owned subsidiary of Netcompany in which the activities of SDC are fully embedded. ◼ Due to integration costs, the transaction is expected to have a dilutive impact on EPS for the financial year 2025. ◼ The transaction is expected to be EPS accretive to Netcompany from 2026 compared to 2024. Furthermore, the transaction is expected to be double-digit percentage EPS accretive by 2028 – also compared to 2024. Financing Timeline ◼ Closing expected to take place around mid-2025. ◼ Interim report for the first 6 months of 2025, 14 August 2025. ◼ Interim report for the first 9 months of 2025, 30 October 2025. ◼ Capital Markets Day, Q4 2025. Conditions ◼ The transaction is subject to regulatory approvals in Denmark, Norway, and Faroe Island and other customary conditions. ◼ The majority shareholders representing 70.94% of the outstanding share capital and voting rights in SDC have at signing of the agreement with Netcompany irrevocably provided their commitment to vote for the merger. ◼ The cash consideration is funded by way of utilising current credit facilities. ◼ The transaction will be fully debt financed within the existing covenants. ◼ Netcompany expects to reinitiate it’s share buyback programmes after closing of the transaction and expects leverage at the end of 2025 to be around 1.5x.
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Q&A 11
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Netcompany.com