Welcome to the Readly press conference. For the first part of this call, all participants will be in listen-only mode. Afterwards, there'll be a question and answer session. Today, I am pleased to present CEO, Maria Hedengren, and CFO, Johan Adalberth. Speakers, please begin. Thank you, bonjour everyone. Welcome to this conference call where we will deep dive into great news about our acquisition of Toutabo today, Readly's first acquisition in entering into Europe's largest magazine market. With me today, I have also Johan Adalberth, of course, our CFO, to walk you through this acquisition and move on to slide two, please. It cannot be emphasized enough, I think, before going into the details. Not only is this a unique opportunity for Readly in connection with our first-ever acquisition, but France is the largest magazine market in Europe, and with the world's highest magazine spend per capita. For those reasons, of course, entering French market has been on our bucket list for some time. When the opportunity of acquiring Toutabo came up, it was a no-brainer. We saw the possibility for Readly to almost overnight add France as a new core market with already established relationships with publishers and partners and a local expert team and a Paris office. We are taking a leading position in one of the most attractive markets for place in our industry, and we're hitting the ground running for continued growth. What we have announced today is we add best-in-class French content portfolio, and we join forces with this very experienced and well-connected French team who also share our values very much. This allows us to establish a market-leading position in Europe's largest market. We further strengthen our value both to Readly subscribers, of course, across our 50 markets, but also our offer to publishers and commercial partners in and outside of France. This acquisition represents a next step in our growth journey, and we are solidifying the European category leadership position that Readly has. Slide number three, please. Who are Toutabo? Toutabo is a leading French digital subscription provider, and it was founded in 2005 by current management. It is headquartered in Paris and has a lean organization of 14 employees. The company has a very strong network in the media sector with established relationships with all the major French publishers. For example, Cosmopolitan, GQ, Vogue France, as well as national titles such as Paris Match, Society, Le Journal du Dimanche. They also very successfully established commercial partnerships, so very shared strategic focus with Readly, since you know we also focus a lot on expanding our partnership universe. Toutabo offers digital subscriptions of magazines and newspapers through the popular app ePresse. The main focus is on B2C, but they also have a B2B offering. This total offering of more than 1,000 magazines and 300 newspapers from about 280 publishers is, as you can hear, very strong. In terms of financial numbers, Toutabo had net sales of about EUR 6.6 million, a gross margin of 35%, and EBITDA of minus EUR 170,000 in 2020. Next slide, please. We're on slide number four, and I hope you recognize this slide. It's our strategy in brief. It's the strategic focus areas that we continuously execute on. Today's announcement checks at least three of these five strategic pillars. We have mentioned before that we're aiming to enter around one to three geographies annually, and this acquisition is the most effective way to establish ourselves in the French market. When it comes to the strategic focus areas, category excellence, as you know, that is about the content, to have both a very broad and a very deep portfolio and magazines, and now also in recent years, focus on newspapers. This strategic pillar supports both acquisition of new subscribers, but also retention of existing subscribers. With Toutabo, we're adding 1,300 titles, approximately from 280 publishers, so a very strong addition to our category excellence strategy. When it comes to geographic footprint, France has been on Readly's radar for a long time, of course, since it is, again, the largest magazine market in Europe. This also, of course, enables us to market French content to other parts of the world. We will talk a little bit more about the French market and how many people in France and outside of France that actually speak French. When it comes to the third check mark here, it's the partnership strategy. I mentioned that on the previous slide. Toutabo has strong partnerships with several players in the French market and has successfully grown the company through partnerships. That strategy is very much aligned with ours. I can mention, for example, Orange, a massive telecom company, as you know, in France. They have a very good partnership with them. Next slide, please. Slide number fvie. France, a little bit more about the French market. The magazine and newspaper market in France is estimated again to be worth around SEK 7.2 billion, and the digital penetration is estimated to be around 30%, which those of you who know this industry by now know that it's quite a high number. That's great. There is a digital interest of reading magazine and newspapers in France, there's a further continued digital shift expected in the market based on PwC's market study. The culture of magazine reading in France is very strong, as I mentioned before, the country has one of the highest magazine spend per capita. Given these factors, France represents a very attractive market for us. With this acquisition, we are able to bring on board an established local French team with strong existing relationships. It's a great opportunity. Next slide, please. If we zoom out a little bit and look at the total picture of Readly and our presence, this acquisition now means that we have established leading positions in all the major European markets, U.K., France, and Germany. France represents now our fourth core market. We don't have three core markets anymore. We will talk about our four core markets going forward, Germany, U.K., Sweden, and France. Combined, these four markets are estimated to be valued around $25 billion this year. Our total global content offering now comprises of about 6,000 magazine titles and 350 newspapers from more than 1,000 publishers. We have now an even stronger position to continue growing on the back of this. With the best-in-class French content portfolio, we are well-positioned to enter also other French-speaking countries over time and attract readers among the 300 million French-speaking people across the world. Besides the obvious countries like Canada, Belgium, Switzerland, where we are already established, for example, there are a lot of French expats around the world, and there are many more countries where French is spoken a lot. Next slide, please. We're now on slide number seven. By joining forces with Toutabo, we also strengthen Readly's value proposition to publishers and commercial partners, in addition to all of our subscribers, of course. We will enable French publishers to further monetize their content and increase their revenue, their circulation, their audience, and their brand footprint. As you know, we have a massive pool of data, and the publishers will get access to that through benchmarking, through deep insights in our data that they will get access to. This creates valuable customer insights for them. We're going to support them in their journey to become even more data-driven. This is also a new opportunity for Readly to do more cross-market partnerships. We can now fully serve multilingual markets like Switzerland, but also partnerships that have presence in many markets. That will be really interesting to keep developing those kind of cross-border partnerships. With that, I'd like to hand over to CFO Johan to walk you through the financials on slide number eight. Thank you, Maria. I share your passion and agree it's a pleasure for us to welcome a very experienced team in France and together take on the next steps of our exciting growth journey. Before Maria wraps this up, and before we hand over to Q&A, I would like to briefly walk you through the purchase price and financing of this acquisition. We acquired Toutabo for a base consideration of EUR 3.9 million on a cash and debt-free basis. This will be paid upon completion around end of October. There are also additional considerations of up to EUR 4.3 million payable up and until January 2024. The purchase price will be paid by way of a combination of cash and newly issued Readly shares. The initial base consideration will be paid in 65% cash and 35% newly issued shares. Based on the initial base consideration, the number of shares and votes will increase by 672,210, representing 1.8% of the total number of shares and votes in Readly on a fully diluted basis. Maria mentioned France will be our fourth core market, and we'll be reporting accordingly in our financial reporting from the fourth quarter. The deal will, over time, contribute to our financial targets, and we are eager getting started with the integration plan. Back to you, Maria. Thank you, Johan. On slide nine, to wrap this up, what are the key takeaways? I just want to say again, this is a great opportunity for us. By joining forces with Toutabo, we create something unique that represents the next step in our growth journey. Toutabo has, over the years, built a strong relationship with the major publishers and established impressive commercial partnerships. Furthermore, with a best-in-class French content portfolio, we continue to build on our European category-leading position. Altogether, this makes us very well-positioned for continued growth and to further expand our geographic footprint. With that, we have reached the point where we open up for questions. Thank you. Ladies and gentlemen, if you have a question for the speakers, please press zero one on your telephone keypad. Our first question is from Derek Laliberté of ABG. Please go ahead. Your line is open. Thank you very much, and good morning. Excited to hear about this acquisition. I was wondering if could you provide some more details on the financials and performance of the company? What's their subscriber base like, and what's their current growth rate at? Could you share some information on that? Thank you, Derek. Well, as we wrote, we only have 2020 figures as of now. Over time, you will have this information. They are listed on Euronext, there are some information, although not as for us. EUR 6.6 million was the turnover for 2020. Gross margin is slightly higher than ours, 35%. They are slightly showing a loss, I think it was EUR 173,000 for last year. That's the information we have today. We publish today. It's not that we don't have it. No, exactly. No. Right. That's cool. Can you say something more about, since I haven't had time to look into the market dynamics of the French market, it clearly looks quite attractive from a size perspective, obviously, and the healthy digital penetration as well. What's the competitive landscape? Is this the clear number one player within digital magazine subscription in the country? When it comes to content portfolio, it's absolutely the leading player, has the most titles, and very high-quality titles, and a great newspaper offer as well, as you've seen. There are no publicly listed companies in that market, so it's very difficult for us to quote what market share do we have or what does that look like. Indeed, there are other players in the market, but Toutabo is definitely, in terms of content, the leading one. I think the fact that it has about 30% digital penetration, I find very interesting. That it is becoming more and more of a habit in France, who love to read magazines, to read it digitally, but it's still a lot left to do in the market. High use of digital sources, but still a large addressable market that is still not digital. Great growth opportunities at the same time. All right. That's really interesting. On the figures you shared there, they're much closer to being EBITDA breakeven compared to you, for example. Could you share some details on why that's the case? Is it related to their investment level, et cetera? Yes. That is a factor. Looking at the growth rate, there has been less growth than we have showed lately, and of course, that's partly and mostly a factor of the level of marketing spend. Looking at Readly, for instance, we have spent much, much more marketing over the past years, and that's why we also have been showing bigger growth numbers. They have partly chosen another way to become, stay more independently, and therefore, their growth figures have been Less of ours. On the other hand, they have been on the completely different scale when it comes to profitability. They have been pretty much breakeven. Now they're showing a little loss. I think it's a great collaboration that we can show here today. Their great content portfolio, their vast experience, and our ability to show that we can grow in many markets, I think is exciting. You can add to that as well. I think we complement each other really well, because they don't have their own big tech department, for example. They've been working with consultants or outsource part of it. We have a tech department with developers and invest in product development, while they have the local networks and established themselves in the French publishing industry and with those partnerships. There is not a big overlap. I think we complement each other really well. Okay, thank you. Also on Toutabo, their ePresse app, what are the other parts of the business apart from this all-you-can-read offering? Also could you just elaborate a bit on the B2B versus B2C offering, just in order to understand what the B2B is about there? Yeah. Good questions. The lion's share of their business is based on ePresse offering. They do have a B2B offering, which I think is really interesting, but it's quite small part of the business so far, where they have companies and businesses that is their customer who pay to be able to offer magazines digitally and newspapers to, for example, employees. Today it's a smaller part, but something that we want to explore with them, of course, how we can grow that business and what we can learn for rest of Readly. They also have, in the press release, they are selling print subscriptions. You have to remember that this company was founded in 2005, where digital penetration was much lower. They still have a small piece of that, but it's not that big, but it's a profitable part of their business. The lion's share, the majority of the revenue is coming from all-you-can-read offer. Got you. Those physical print subscriptions, that's not their own content, that's sort of bundling. Yeah, exactly. They are partnering up and selling print subscriptions for publishers. They don't have own content. Their business model is the same as ours. Right. Okay. Will you continue to run the business under ePresse initially here or will you more imminently? Initially, first of all, we need to close the deal. We signed SPA, so we're very close, but obviously we're not a joint company yet. After we close the deal, at first, we will continue to market ePresse locally, but it will be ePresse by Readly or ePresse par Readly, because then the integration work starts. We have a plan, but the devil is always in the details, of course. It will take some time into 2022, before we will have a totally combined Readly offering that we will push in France. Okay, that also includes these French titles that will be made available in other markets, or would that be more immediately French titles in Sweden? I think we will be able to offer French titles outside of France sooner, than going all into a market really in France with the full French offering. I expect us to be able to offer French title outside of France sooner than that. I think, first we close the deal, and then we start working on the actual integration. It will still take rather months than weeks, I would say, before we will be ready to do that. Sure. Clear. Okay, finally on the owners and previous owners and management here, why are they selling and is there some guarantee that will they stay on board or how would that look? Yes. I think I mentioned that. I think it's very interesting. We believe we share a lot of the same passion for how digitization of this industry can help the entire industry and be part of the digital revolution. They are very much on board and really want to work with Readly and stay on to jointly both continue to grow in France, but also outside of France. They have a passion for our combined journey, and they also have lock-ups and additional purchase price that they can earn through certain metrics that they need to fulfill. They will stay engaged in the company for several years to come, and hopefully even beyond that. Okay. Sounds great. That's all from me. Thank you. Thank you. Thank you. Our next question is from Christopher Kopfer of Handelsbanken. Please go ahead. Your line is open. Thank you. Good morning, guys. First of all, congratulations on what seems like a smart move in my eyes. I would just like to touch upon the future market expansion agenda. In light of this M&A today, should we expect M&A to be part of your market expansion going forward, or is it more down to organic expansion or greenfield expansion, maybe into new markets? Could you also remind us, you previously talked about, I think it's one to three new markets per year. Is that still the target for you, or have you revised that? Thank you. Yeah. I think you should not consider that now we completely changed the geographic expansion strategy in terms of organic versus M&A. I think France is a massive market and as such, I think it was a great opportunity when we started to discuss with Toutabo to do something together here. I'm sure we will enter many markets completely organically. When it comes to M&A, if there are great opportunities where it makes sense to buy rather than build, we will always consider that, but it's not the sort of a new mainline strategy for geographic expansion to always do it through acquisitions. When it comes to number, it's still roughly one to three. It's not a hard boundary, I would say, but it's still that ballpark, I would say, that we're planning for. That's very clear. Thank you. Thank you. Thank you. Just as a reminder, if you wish to ask a question, that's zero one on your telephone keypad. There'll be a brief pause while any further questions are being registered. Okay. No further questions, so we've been very clear. It's a great day for Readly. First acquisition and amazing market to enter together with an amazing team. Thank you for joining us today.
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