Good morning everybody. Welcome to Terveystalo's webcast and conference call on today's announcement. Mandatory disclaimer first, I will not present that one to you. I will briefly go through the offer, the details of today's announcement. Then I'll follow that with the presentation from Feelgood CEO, Joachim Morath, who will briefly introduce the company. Then we'll follow Joachim's presentation with our CEO, Ville Iho, who will explain the strategic fit and the rationale of the deal in more detail. As usual, we'll have a Q&A in the end. We'll take questions from the phone lines, as well as through the webcast after the presentations. Today we have announced that we have bought 72% of the shares of Feelgood Svenska, which is a publicly listed company in Sweden. In addition to that, we have made a recommended mandatory cash offer for the shareholders for the remaining stake. The shareholders of Feelgood are offered SEK 5.7 per share. That represents a total value of SEK 606 million, which is approximately EUR 60 million. There's a premium of 43% compared to the closing price yesterday. The completion of the offer is not subject to any conditions. As I previously mentioned, Feelgood's independent bid committee has confirmed that it has unanimously recommended the offer for the shareholders, and the recommendation is also supported by a fairness opinion from external advisor. I will give this then over to you, Joachim. Can you hear me okay? Yeah. Thank you very much. Good morning, everyone, m y name is Joachim Morath, and I'm CEO for Feelgood. I will give you now a short introduction to Feelgood, but first I would like to thank Ville and the team for a good process. Me and my management team have really appreciated the process and look forward to continue this. The Feelgood concept. Our vision is to have the healthiest customers. That's the fundamental for everything we do, and I think that goes very well along with Terveystalo's own vision. As an outcome of this, we have a prize every year for the Sveriges friskaste företag, and I think it's very important to show all the good standards we can find on the market and the good behaviors. We also try to provide that to all our customers. We also have a business concept that says that we should offer the most innovative health services. I think we show that we go well along with that since we are in the leading position in Sweden as the most digitalized occupational health company, and we are continue driving this development in the front here in Sweden. I think we also can do that very well together with Terveystalo and learn a lot from them in their own digitalization. Yeah, short fact about us at Feelgood. We have around 700 specialists. We have all different competencies like doctors, physiotherapists, psychologists, nurses, and so on. Feelgood have been a company for the last 26 years now. We have a yearly revenue around SEK 700 million with an EBITA around SEK 80 million. For us, we have been driven this digiphysical development of our offer to our customers very hard in the last years. Of course, for us, like for everyone else, the last hard year with the pandemic over the world have driven this much faster. The digiphysical concept is a combination that we think we should provide as much as possible in digital solutions, but the physical meeting between people are also very important. An effect of this and what happened last year is that in February 2020, we had 60, just 60 individual digital meetings. In February this year, 2021, we had more than 6,000. We have already prepared for this since several years before, so we were well prepared when it happened, and that means that we had both the offers and the products and the digital solutions that we could really meet up to this. I think we will see this continue grow, and we have to be fast to meet our customers' needs there. You can find us on 120 locations throughout Sweden. We have 58 of those are our own. 62 of them are with our partners, and they are mainly in the small cities where we think it's good to have a small entrepreneur that drives their own business. We are found in all major cities all over Sweden. We have around 8,000 customers, both private and public customers. With them, it will come 800,000 customer employees, but t oday we also talk about their families. That's nearly two million Swedes. Since we have introduced an app called Feelgood Plus that support all the customers and their employees, if they want to sign up for the free service that gives them all medical and health services that they need, like doctors, nurses, physiotherapists, personal trainers, and even access to quick surgery, all of that free of charge. That means that all customers, employees, and their family can get access to that one. We are trying to help our customers with the big picture, that means that we have divided our business now in four business areas. The fundamental and still the major business for us is the occupational health, and that's where we have all our customers. We have broken out now the organizational leadership part, that's our management consultancy part. All our now today 25 organizational management consultants are psychologists with an organizational background. We see this business area growing quite fast. Then we have harmful use, and that means when you have problems with drinking, medicals, narcotics, gambling and so on. We can see this business area also growing quite fast, and it haven't been consolidated neither here in Sweden or in the Nordic countries, and we see a nice big business area to develop. Then we have the private health. As I said a little bit earlier here, there we have Feelgood+, our app that provides necessary services, especially medical service and health services to our customers, employees, and their families if they want. You can find Feelgood all over Sweden. We have five regions, and as I said before, we have 58 units and 62 partner units, and we can support with all our competencies in all regions and in all units. When it comes to our customer base, it's very strong and it's very wide, and we have long-term relationships with our customers. For instance, we had worked with Volvo Cars for the last 17 years, Saab 11 years, I think Skanska, another 17 years. There is long-term relationships with many of our customers. We are strong in the construction business in Sweden, in banking, and in the industrial side. The customers are very satisfied with us. The NPS is 7.8 of 10. I think you all recognize a lot of the brands here, and I think in the future we can see what we can do even in the cooperation over the Nordic countries with this. When it comes to the digital development, we are in the leading position here in Sweden, and we can support all levels within our customers with digital solutions. In the basic, we have a web portal for the managers to find all information they need. They can buy our services, contact us, and everything, but w e have also some our self-developed products like an employee service. We have our own team making digital educations. In the background, of course, we have the Feelgood app that service all our customers with all the necessary information. This was a very brief introduction to Feelgood, and I hope that you have a first glimpse of us. Thank you very much. Thank you, Joachim. On my behalf, of course I want to express my gratitude to Feelgood team and Joachim also for a very smooth and transparent process, and very excited and happy that we are where we are today with Feelgood on this acquisition. Couple of words around Terveystalo and from what basis are we taking this new step, a new leap, our first entry into new market, and a cross-border acquisition. Many of you know Terveystalo very well, but still couple of basic facts. We are, as Joachim already pointed out, highly digital. Just name a couple of examples. Last year, we had 1.8 million remote appointments. We are a 24/7 enabled in all of our services, basically, and all of our disciplines. They drive digital channels as an alternative for physical ones. We have the widest network in Finland with 309 clinics, supported, as I said already, vast digital offering, with 24/7 availability and accessibility. We are roughly EUR 1 billion of revenue, and we aim to be a profitability leader in the Nordics and aim at 12% EBITDA level. Terveystalo has a fairly balanced customer split. We are, let's call it 30% private, 30% public, but the strongest business for Terveystalo still is occupational healthcare. It's important to point out that this is the bedrock upon which Terveystalo has been founded and upon which many of the Terveystalo capabilities and scale has been developed upon. We are number one in Finland, and just comparing some figures, we are close to half a billion revenue in occupational healthcare, which gives us a leadership position in also international context. More than 20,000 customers and more than 700,000 employees covered with the occupational healthcare contract. A very strong contracted customer base upon which then different type of services and new services, adjacent services, and digital services can be scaled upon. Finnish healthcare system is a unique one, and it has incubated, so to speak, unique capabilities. We feel that we are a leader in this field. We own this one. Like in Sweden, we have preventive part of occupational healthcare. There we have developed advanced tools for preventive healthcare, risk-based, AI-based tools to detect individuals at risks, so that the interventions can be done in effective and focused manner. This toolkit can be deployed at later stage also to new markets, and in this case, to Sweden. Finnish healthcare system and occupational healthcare system consists of two parts. It's not only preventive, it's preventive plus primary and secondary care in totally integrated package. That has enabled us to really develop the skills that I'm going to talk about in a couple of minutes. We believe in platform model. Terveystalo has been running a platform model for quite some time. We could call this one a sort of a just-on-time healthcare, where really the demand from different customers and customer groups dictate where we are deploying our resources in highly dynamic manner. We are running a platform where customers and then our professionals attach to in a dynamic way, as I said. This gives a lot of customer value. This enables us to develop this integrated care chains, integrated system, integrated management, integrated data. We talk a lot about platform. We talk a lot about digital and capabilities that we have been able to build upon our services. One needs to remember that this is people-to-people business. In Finland, we have been number one employer in healthcare for years, and w e are committed to continue in the same fashion. Healthcare is, in Finland and in Europe in general, I would say rest of the world also, a supply-restricted business. The availability of professionals and your ability to recruit is a key to success. This one we have excelled in in Finland. We aim to do the same thing when we are entering a new market. Feelgood obviously is a great platform to share the same ideology and same values within a new market. We are entering a new phase. We have tested our capabilities in the history. Track record of Terveystalo when taking new leaps and new steps to new areas is a solid one. Terveystalo is only a 20 years old company, but it has grown basically from zero to EUR 1 billion during this period, growing through acquisitions and organic growth alike. Terveystalo has added new services to its portfolio and new customer groups to its portfolio over the years. Each of these steps, they have been conscious ones, and track record speaks for itself. Now we are about to enter a newest chapter in Terveystalo history and Terveystalo story by entering a new market, Sweden, and starting to deploy our unique capabilities in there. About the acquisition itself. Maybe one needs to pause for a second and just remind ourselves what are the key capabilities and scalable competencies that we talk about. Where is Terveystalo really good at in international context? I would say that it's a threefold package. First of all, we are leader in occupational health care, as stated earlier. We are the biggest, and w e are the brightest. We've had the scale and the margins to enable us to invest in tools and processes and customer value in this area. Secondly, we are used to run integrated care chains, fully integrated system with integrated data, uninterrupted care chains with high customer value for individual customer, be it through a corporate channel or then a consumer channel. Thirdly, based on these two first capabilities and the way that we are used to operate, we have been able to invest in long-term a lot in digital. Our digital suite is highly advanced. We continue to invest in that one in our home market. We think, and I'm convinced that we can deploy some of that suite quite fast to new market and help Feelgood in their business in short term also. What we are doing with Feelgood now is that we are entering new market through our comfort zone, so to speak, through occupational health care. We are combining two leading companies in this field. Interesting fact here is that we are more than doubling our customer base, number of contracted customers, with the upcoming acquisition. Whenever you are especially developing digital services, digital tools, typically the bottleneck for your market entry is lack of contracted customers. You don't get the traction. We have that vast customer base available. This is matching between these two ones. Why Sweden? We have commented many, many times in the discussions with the investor community that we know our neighboring markets very well. We have looked at companies, we have looked at the markets, we have studied them. We have also commented that when the time is right and the opportunity arises, we are ready to make a move, and this is what's happening today. We have decided to go through occupational health care and to Sweden. Sweden is a highly lucrative market for us for many reasons. First of all of course, this occupational health care base exists there, so a perfect entry point for Terveystalo. Market is still quite unconsolidated, and as you know, with experience of 200 plus acquisitions in our history, we know consolidation game pretty well. That's in our toolkit. Swedish health care market as such is a large one, much sizable than Finnish market, and it's growing faster than the Finnish market. With the acquisition, we are doing sort of a low risk, high potential move by entering through our comfort zone, but at the same time creating a lot of different new growth avenues for company and for Terveystalo's capabilities to be scaled. I touched upon already this just-in-time health care. Finnish health care system masters a couple of things well, as does Terveystalo. This model where we are truly integrating between occupational health care, primary care, and specialty secondary care through different type of payer models is something that Finnish health care system is very good at, and Terveystalo as a leader really owns this sphere. This is not today Sweden's health care system, but there are signs that pieces start to move into this direction. We can truly add value to customers through mastering this integration and integrated care chain, integrated management of health care. In the future, we are looking opportunities also outside occupational health care and are planning to deploy our capability with this integrated care field. Value creation in short term, obviously, we have done our homework. As I said, we have experienced team, w e have done more than 200 different acquisitions. We obviously know the hard cost synergies, and we have a fairly long list of additional revenue potential top-line synergies, which will come in longer term. Next steps. This is the first day in a sequence of events which hopefully lead to, at one point, full integration of Feelgood to Terveystalo, and here you can see the events in upcoming days. With that one, I will hand over to Kati and most probably Q&A. Welcome, Mr. Ilkka Laurila, our CFO, to the stage as well. Thank you, Ville and Joachim. We are now ready to take questions. Do we have any questions from the phone lines at the moment? Yes. Just as a reminder, if you do wish to ask a question, please press zero, one on your telephone keypad now. Our first question comes from the line of Sami Sarkamies from Nordea Markets. Please go ahead. Okay. Hi, thanks. I have actually three questions. First one to Feelgood management. Just looking at your recent financial performance, revenues fell by 7% last year and still in Q1 you did see 7% revenue contraction. Can you open up a bit the reasons for this? Why have your corporate healthcare clients been cutting back on spending and when do you expect the business to rebound? Do we have Joachim on the line? Hello? Yes, we can hear you now. Okay, great. As for many countries, we had the same situation as we have in all other European countries during last year, that people were starting to work from home, and that meant that the number of meetings in our clinics and in other channels went down during last year. We can see it's coming back more and more now. That was the effect of the decrease in revenues last year and in the beginning of the year. We had a little bit of a tough start in the first quarter, as we wrote in the report, it shows a big difference in March. Okay, thanks. I have two questions for Terveystalo management. First one on synergies. You're estimating EUR 1 million from mainly costs, c an you open up potential areas for revenue synergies with some examples when looking at current offerings of the two companies? Secondly, are you planning on strengthening the Swedish position with further acquisitions, or does this offer an adequate platform for future revenue growth in Sweden? Thanks. If I start with top-line synergies that we are looking at, there are a couple of obvious ones. We are now looking at companies that have a presence in both Finland and Sweden, and there are many. We plan to develop offering for those customers and customer base. We have a long history and a lot of experience in selling adjacent services to our customer base. We will support Feelgood, obviously, in that effort. As I said earlier in the presentation, the healthcare market in Sweden, as in Finland, is supply restricted. We think that this move will further improve employer image of Feelgood amongst the professionals and also within Finland, and hence, the ability to provide services will improve. Ilkka, do you want to elaborate? On top of that, obviously, the different digital solutions that we are in the future able to bring to Sweden, that obviously provides opportunities to apply further top-line growth in Sweden as well. When it comes to M&A opportunities in Sweden, obviously the market itself is much more fragmented than the Finnish market. There's a consolidation game, so to speak, ongoing, and there's many consolidators in the market owned by private equities, et cetera, which are consolidating different areas of the Swedish healthcare markets. On the other hand, as it is deconsolidated and owned by private equities, many target companies, it provides opportunities for the strategic buyer like us for further growth. In all, basically, healthcare areas that was discussed to be able someday in the future provide more integrated care chains like Ville discussed. Maybe one particular example of the digital offering that we can start deploying fairly soon to Feelgood is from the suite of occupational healthcare risk management preventive care suite that we today have. I would say we are leaders in this field, and we sell these solutions now inside our packages in Finland. There are some customers who already today, even in Finland, are buying separately the tools that we provide digitally. Of course, Feelgood as an independent company has its own plans for the future, both obviously for the M&A and for the service and digital development. We obviously look forward to be able to, in the future, discuss more about those opportunities that they have also identified in their plans. Okay. Thank you very much. The next question comes from the line of Panu Laitinmäki from Danske Bank. Please go ahead. Yes, thank you. I have two questions. First one is on the integration of this acquisition. Do you plan to bring the Terveystalo brand to Sweden, or will this continue at the same brand going forward? The second question is about the kind of differences in the market and maybe business model. It seems that the spend per employee in Sweden in occupational health care is much, much lower than in Finland. I was wondering, is this business actually quite different compared to what you do in Finland, and what kind of future do you see for this? Is there a trend that you expect the Swedish employers to spend more as well? Thanks. If I start from the latter question. As stated in the presentation, Swedish occupational health care is different in a way that it's almost solely preventive care as of today. As Joachim in his presentation stated, there are already things going on inside Feelgood where they are developing and pushing new services on top of that one. In Finland, it's a combination of preventive care, primary care, secondary care, and hence the revenue potential in Finland is higher. The business model as such is different and the same at the same time. It's same in preventive, but it's different with the integration to primary and secondary care. As I said earlier, there are signs in the market in Sweden that customers are looking for more integrated solutions. One way or another, it is likely that more integration will happen between these disciplines. Right now in Sweden, it's a highly fragmented picture. Primary care is one piece, secondary care is one piece, occupational health care is one piece. The role of insurance companies, it is growing, but it's smaller than in Finland. As to integration and branding, Feelgood will continue as an independent brand for the time being. Terveystalo does not really as a sort of a soundbite, it doesn't fly in Sweden. We have tested actually in a couple of surveys, and we have our language that it is what it is. We will need to take another route. All right. That makes sense. Thank you. Just as a final reminder, if you do wish to ask a question, please press zero, one on your telephone keypad now. If there are no further questions, I'll hand it back for any closing remarks. Thank you. I think I will still check if we have any questions from the webcast. I think we have some. Go ahead, Liisa. Yes, we do have some that haven't really been covered yet. The first one comes from Olli Vilppo, Inderes. How is Feelgood revenue split between fee for service and fixed revenue? That's probably for Joachim. I'm here. Could you just repeat the question again? You said it how it was divided by? Yes, I can repeat. How is the Feelgood revenue split between fee for service and fixed revenue? Most of our revenues is based on the contract we have with each of our customers, and that means that we each year make a budget with all our customers. That means we don't have not much of a fixed revenue, but for each year, we know how much we will have a revenue per customer, more or less. Okay, thanks. We have a couple of questions from Anssi Rauste from OP Markets. How do you see the return on capital metrics to develop in the future? Do you have to invest more money in growth in Sweden than in Finland to achieve the same earnings? In other words, can we expect to see lower return on capital metrics in the future when looking at Terveystalo? Obviously, we haven't done that kind of plan for the future. This is the first steps to Swedish market and provides lots of opportunity both for the organic growth and for the inorganic growth. Maybe as a note, the occupational healthcare business as such in the Swedish healthcare model is not that CapEx intensive than the Finnish occupational healthcare, which typically includes the sickness care and diagnostics and imaging and such. From the organic growth perspective, it's actually a bit opposite. From the balance sheet perspective, it's actually a bit closer to our public business, which is also a very asset-light type of business. Okay. Then a couple of more questions from Anssi Rauste. You stated that you're looking for organic growth and more M&As in Sweden. How long you have to wait and see that everything goes fine with Feelgood? The second question would be that if something goes wrong and you are not capable to achieve your targets with Feelgood, are you willing to take a step back and admit that Swedish market entry was not the right move? If so, how much are you willing to give time to this transaction to show results? There's no exact timeline set for the acquisition and return on that one. As Ilkka stated and I said earlier, this is the first step. We have acquired a platform which is in safe hands as it is today. We see a lot of potential in improving Feelgood as a standalone case, but really the beef is in additional growth in organic and inorganic manner. No set timeline as of today. Obviously, you don't actually even need to answer to the question if we are willing to admit if we have made mistakes. Of course, that's our job. Yes. Okay. We don't have any more questions from the webcast. Okay. Thank you. Thank you, Joachim, for participating in this webcast. Does Ville have any closing remarks? Well, it's exciting days for Terveystalo and Feelgood. Maybe I close with welcoming Feelgood team in the future to Terveystalo. I think you are sailing to right harbor with the move that we are making today. Very exciting to have you on board. Thank you very much. Thank you. Thank you. Bye. Bye.
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