Press conference. 7 th June, Thomas Parmbäck, VD, EDB Sverige Niclas Ekblad, Koncernchef, SYSteam

Transcription

1 Press conference 7 th June, 2010 Thomas Parmbäck, VD, EDB Sverige Niclas Ekblad, Koncernchef, SYSteam

2 A landmark transaction merging two leading IT companies EDB Business Partner ASA and ErgoGroup ASA to be combined Bringing 50 years of IT innovation together to create even faster, better and more competitive services for the customers Two leading IT companies in Nordic become major player in the region Strong competence and technology base creates attractive opportunities for employees Strong and solid customer base

3 Bringing 50 years of IT innovation together 1972: Established as Statens Driftssentral 1995: Posten acquires Statens Datasentral SDS : Acquisitions to strengthen customer and service portfolio 2006: Establishing regional Nordic presence through Allianse and SYSteam 2007: Acquisition of Bekk Consulting 2008: Global sourcing through acquisition of ION EDB ErgoGroup Nordic leadership : Acquisitions to strengthen customer and service portfolio 2000: Acquistion of Fellesdata 2007: Global sourcing through acquisitions in Ukraine and India 2001: Established in Sweden 1999: Merger of AS EDB and Telenor Programvare 1961: Established as Elektronisk Databehandling AS

4 Strategic benefits of the merger Key characteristics Nordic IT services market share Second largest IT service provider in the Nordics Significant position in the Swedish market Sustainable Nordic based IT provider with global sourcing Nordic culture, values and ownership Financially strong with platform for further expansion Strong delivery model adapted to both large companies and the SME market 1 IBM 13.3 % 2 EDB ErgoGroup 8.1 % 3 Tieto 7.1 % 4 Logica 6.8 % 5 HP 5.4 % 6 CSC 3.2 % 7 Accenture 3.1 % 8 Fujitsu 2.8 % 9 Capgemini 2.2 % 10 KMD 2.2 % *Source: IDC

5 Transaction structure Merger of equals and exchange ratio based on relative contributions EDB s shareholders will hold 53% and ErgoGroup s shareholder Posten, will hold 47% of the equity in the combined company Up to NOK1.0bn in share issue after closing, to strengthen balance sheet and provide strategic and financial flexibility Telenor will participate pro rata to maintain 27,2% ownership in the combined company Posten will reduce shareholdings after share issue, down to 40% within two years following closing of the transaction, and remain a long term shareholder in the combined company

6 Corporate governance Proposed chairman of the board: Arve Johansen Proposed board composition: Other five directors will be elected by its shareholders on the EGM Proposed CEO: Terje Mjøs Proposed deputy CEO: John-Arne Haugerud The new interim name of the company will be EDB ErgoGroup ASA The new company will be headquartered in Oslo Listed on Oslo Børs

7 Overview of the combined company Revenue of NOK 12.7 bn and approx 10,000 employees Revenue by segment ( 09) 25% Employees by country ('09) 17% 2% Key financial figures from combining the 2009 reported numbers for the two companies (approx figures): 17% 58% 27% 71% 53% 53% Revenues of NOK 12.7bn EBITDA of NOK 1.8bn EBITA of NOK 1.2bn IT Operations Solutions Consulting Norway Sweden Ukraine and India Other Net debt of NOK 3.9bn Equity book value of NOK 4.3bn SME will represent approx 17% of EDB ErgoGroup

8 Expected synergies Nordic corporate level Based on preliminary analysis, the transaction is expected to benefit from annual synergies in the range of NOK m One-off cost estimated to be one year of full synergies Most of the synergies are cost related: FTE rationalisation Server consolidation Single accounting of software licenses Other cost synergies will come from: Consolidation of solution portfolio General cost and administration Capex Revenue synergies are anticipated: More competitive in tender offers Significant service provider in Sweden Sharing of best practice

9 EDB in Sweden

10 EDB Sweden in brief Key figures 2009 Revenue SEK 2.0 bn New signings SEK 1.1 bn Strong organic growth Within Outsourcing and Banking and Financing Consulting services - in line with market 1300 employees Presence in 10 locations Business areas EDB Consulting, EDB Solutions, EDB Outsourcing A strong and solid customer base Close and responsive relationships with our customers Resourceful, Responsive and Inspiring

11 A broad range of IT-services EDB Consulting SAP-services Systems development Business Intelligence Business Consulting Project- and test management Digital business Technology consulting IT Governance Change management Quality management Usability Application development Application management EDB Solutions Banking and Finance - Custom Solutions Card services Document and case management EDI & e-solutions Information logistics Sales configurator Portfolio management.. EDB Outsourcing IT-Operation Capacity services Application management Desktop management Service Desk Security and quality Transition Governance and collaboration

12 SYSteam in Sweden

13 SYSteam in brief Key figures 2009 Revenue SEK 1.7 bn EBITA SEK 90.2 m 1250 employees Presence in appr. 30 locations Divisions Regional SME, Specialist Solutions, Sector Solutions and Outsourcing Services A strong and solid customer base 3000 customers in the SME segment Value based company Business value, Customer proximity, Commitment and Long-term approach

14 SYSteam a broad range of IT-services Large Enterprises Leading edge offering Management Business dev. & strategic analysis Operational & process dev. Management & control of IT Project mgmt Specialist Mobility Engineering Configuration & Business PA ERP systems Dynamics AX Dynamics NAV Jeeves Oracle Garp Pyramid SD/SI Customer-unique operational systems System integration Project mgmt Resource consulting System architecture Portals Infrastructure Cost-effective IT platforms Security Communication Administration/ROI IT infrastructure monitoring Operations IT/Operation outsourcing services Selective outsourcing Service desk Appl. operation SaaS (appl. rental) Server on demand Comprehensive offering Small- and Mediumsized Enterprises

15 Overview of the new company

16 A significant service provider in Sweden Combined revenue of SEK 3.6 bn employees at 40 locations Strong regional presence throughout Sweden with global delivery model Complementary and solid customer base Strong organisational capabilities and expertise Market share Sweden IT Services 1 Logica 10.7 % 2 IBM 10.1 % 3 HP 8.8 % 4 Tieto 7.5 % 5 EDB ErgoGroup 6.0 %

17 A significant service provider in Sweden EDB contribution Long term partnership with large customers Broad range of IT-services Scalable IT Operations with Global sourcing Strong within Banking and Finance, Transport and Logistics and Public sector International consulting unit SYSteam contribution Long term partnership with strong SME customer base within Trade, Industry and Services Broad range of IT-services Strong industrial verticals, for example Healthcare, Retail Leading position within specialist areas, for example Mobility and Engineering EDB ErgoGroup Creating a significant service provider with Global sourcing capabilities A strong product and service portfolio, strong organisational capabilities and expertise and sound customer base Solid platform for organic growth on the Swedish market Strong regional presence and delivery model adapted to both large companies and the SME market Strong competence and technology base creates attractive opportunities for employees Long term partnership with customers fuels growth

18 Further process

19 The planning and integration plan Q Q Preparation phase Planning phase will run from announcement to closing Key deliverables are a clear strategy with a new organisational structure in a detailed 100 day plan Dedicated program office (Integration Management Office) will manage the process Execution Clear strategic direction of the new company Strong momentum from day 1 At the appropriate time, employee representatives will be involved in the process in all relevant areas Key principles for the process are: Merger of equals Openness Timeliness Involvement Dialogue

20 Timeline to closing and conditions Preliminary timeline Call for EGM on or about 8 June Distribution of merger plan and IM on or about 17 June EGM on or about 8 July Expected closing in Q Transaction is subject to Confirmatory due diligence Shareholder approvals Regulatory approvals

21 A significant service provider in Sweden A strong service and product portfolio Long term partnership with customers within complementary industrial verticals Strong regional presence at 40 locations with employees Sweden IT services market share Company Market share 1 Logica 10.7 % 2 IBM 10.1 % 3 HP 8.8 % 4 Tieto 7.5 % 5 EDB ErgoGroup 6.0 % A delivery model adapted to both large companies and the SME market Financial strength and solid platform for further growth Strong competence and technology base creates attractive opportunities for employees Substantial synergies related to service offerings, organisational capabilities and complementary customer base