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Jørgen Rostrup: Good morning, everybody. This is Jørgen Rostrup, CFO of Telenor speaking. Let
introduction. If you have a question you want to ask, then you are supposed to press star one.
The sign star and the number one, star one. And I will try to remind you to turn pages in the
presentation that we have put out. And I have people around me who will remind me of that as
Let us shoot straight at slide three. While I'm saying that, I'm, of course, very excited today to
announce that we have acquired a majority stake go of 54% in the Finnish telecom operator DNA.
I have a few people with me in the room at Fornebu, Oslo, today. Håkon Hatlevik is here from
Investor Relations. Otto Risbakk, Head of our M&A department, is here. Hanna Knudsen from
Corporate Communication, and also Alex Evans from Barclays Bank, our advisor, is in the room.
As you all know, we set out on this strategic direction back at Capital Markets Day in February
2017, and, since then, our main priority has been simply to deliver on what we promised at that
point in time. I believe strong effort across the organisation has resulted in significant OPEX
reductions as well as improved Capex efficiency through the procurement company that we
established back then. In addition, we have simplified the portfolio as we said we would do, by
exiting India, Veon, Central Eastern Europe, our online classified assets in Latin America and a
with the ability to maintain attractive shareholder remuneration policy. On top of this increasing
dividend per share every year policy, we have been able to have one extraordinary dividend
payout, as well as three consecutive years of share buy-back. The third year is 2019. We will
continue with the announced 3% share buy-back programme this year, regardless of the
Therefore, of course, we see today’s transaction as another step towards executing on the
strategy. We have, also, by the restructuring we’ve done, created room for selective and
disciplined M&A. And we believe that this, all in all, is modernising and creating value within core
If you turn to page four. I would like to say that today's transaction will give Telenor 54% stake in
DNA at EUR 20.9 per share resulting in the total consideration of approximately EUR 1.5 billion or
slightly above NOK 14 billion. It is at a moderate premium of 21% compared to the last 90 days
volume weighted average trading price or 7% compared to the closing price of yesterday. Based
on consensus, estimates for 2019 and the transaction price, the implied enterprise value to
EBITDA multiple is around 11 and enterprise value to operational cash flow multiple at 20.9. If
you take a post estimated yearly OPEX and CAPEX synergies of approximately EUR 20 million a
year. Same case for EV to EBITDA multiple for the transaction price is 10.7. And EV to
operational cash flow is 18.5. The impact on net debt to EBITDA will be 0.4x and will give Telenor
a new pro forma leverage of, approximately, – at the end of 2018, approximately 1.3x. And from
the transaction date onward, this acquisition will be cash accretive and support our dividend
policy
As for the conditions of the transaction. The acquisition is subject to approval by the General
Meetings in both, Finda and PHP. Their Board of Directors have already unanimously
Following approval from Finda and PHP. There will be a review and approval process, which is
normal in these kind of circumstances with customer regulatory authorities. And the acquisition
will trigger a mandatory tender offer for the remaining shares following the approval processes.
Just a second guys. We might have a technical problem, and let's check.
Speaker: Operator are – we get some questions from people that are not able to dial in. Do we
Operator: Yes, we have a few questions, actually, from people queuing up. Do you want me to take
the questions?
Jørgen Rostrup: No, we are getting message that there are people who wants to be on the call, who
are not able to get on the call. So the question is, do we have a good number of people joining
Jørgen Rostrup: Okay, very good. Good. Then, everybody, we continue. And I’m glad there are so
Evaluations, we have done prior to this transaction, which also have been important for our
decision, of course are, first of all, we believe this is a very good fit for Telenor. We also believe it
consolidate our Nordic portfolio. This is in an attractive and growing market. And thirdly, DNA is
a quality asset that we have followed some time with a strong track record. Lastly, the transaction
will be a value accretive transaction for Telenor from day one, both synergy and growth
opportunities in the transaction. Let me comment a little bit further on this one by one.
If you turn to page six. When we know our acquiring and controlling stake in DNA, Telenor will
consolidate its Nordic position across mobile and fixed, and balance the portfolio in total between
Nordics and Asia. We see this as another step towards executing on Telenor’s strategic agenda,
focusing on modernisation and value creation within core telecom in those two large regions.
From the transaction date, DNA will be fully consolidated in the Telenor Group. Figures, resulting
in approximately 9 billion or 8% higher pro forma 2018 revenues, and close to 3 billion or 6%
higher EBITDA.
Turning to slide seven. We see Finland as an attractive adjacent Nordic market, which will
complement our existing Nordic footprint very nicely. In recent years, Finland has been the
services, also as price points in this market has been speed based rather than data buckets. This
is a different pricing model compared to what we are used to in the other Nordic markets. And it
has been enabled by ample spectrum made available to the operators over many years.
The mobile market in Finland has three players where DNA have a very robust number three
position with 28% market share. DNA’s market share has been steadily increasing over the last
years, and it’s now getting closer to the number two operator.
development in recent years with further potential, we believe, to migrate customers over to price
Turning to slide eight. I would like to stress that DNA is a strong integrated challenger in Finland
with a solid market position across mobile, fixed and cable TV. We believe DNA is a very good
strategic fit to our admissions in Telenor focusing on modernisation, evaluation, within core
telecom in the Nordics and Asia. The way we see it, DNA aims for industry-leading financial
development. Aiming for faster than average market growth and they have focused on speed and
cost efficiency – effectiveness, very much like our own agenda around growth, revenue renewal,
and efficiency. In addition, they also share our values regarding people and organisation. We
have the winning team of Telenor and DNA clearly states they have the ambition of being a great
place to work and they are among the most desired employers in Finland, and also with focus on
having top expert teams in core functional areas. Very much the same as Telenor is striving for.
Within mobile, DNA has the number three position, but has steadily been growing their subscriber
base and has now reached 2.9 million subscribers. The subscriber base consists of around 80%
B2C, and 20% B2B customers. In such a way, you could say that the B2B position is significantly
lower than the market share would suggest. And this is an area we see opportunities by
leveraging on Telenor’s capabilities. Within broadband, DNA had the number two position. The
subscriber base has steadily been increasing the last year and is now, almost, 500,000
subscribers. Their high-speed Coex coverage is currently reaching slightly more than 30% of the
Finnish households. And then, though, it is a smaller part of the total business revenues around
18 million, 2018 numbers, of the total of EUR 912 million revenues, DNA have the number one
9% in 2017 and similar numbers, 8% in 2018. This has been achieved by a combination of the
best-in-class network infrastructure, competitive price offerings, and high customer satisfaction.
This is a more nuanced picture due to significant growth in mobile broadband, and also, as in
other Nordic countries, declining fixed voice. In combination with their cost-efficient effectiveness
ambition, they have improved their EBITDA margin by three percentage points over the last two
years.
They have maintained Capex at reasonable levels while improving 4G capacity, whereby seeing
significant improvements in operating cash flow. A strong spectrum portfolio, fully invested 4G
network, makes DNA’s networks the fastest network in Finland supporting, what we believe is a
If we all go to slide ten. As I’ve already been alluding to, DNA has had a strong market
performance for several years, steadily increasing their market shares year by year, and
improving a net promoter score, their NPS. With their capabilities, we believe there is still growth
to capture and opportunities to further improve their position. For the B2C customers, there's still
a significant part of the base in Finland which has not yet transitioned to 4G services. This
transition usually gives them ARPU uplift of a couple of euro’s, and we'll continue to support their
All right then, if you see the graphs on the right-hand side, this is where we believe there is a
significant opportunity to leverage on the strong B2B capabilities that we have in Telenor, and not
at least in Telenor, Norway. In Norway, we are constantly becoming more and more advanced in
our service offerings in this segment as customised services and solutions are increasingly
something large contracts expect when we are in negotiations. We believed that advanced
On page 11, we talk about this being a valued treated transaction for Telenor. From the first day
of the transaction, we believe this will be value accretive for the Group. The EPS will increase by
around 4% on a pro forma basis, with that 54% stake, or even higher with additional shares after
the mandatory tender offer. It will also support our dividend policy. We estimate that Telenor’s
scale and capabilities will give cost synergies, OPEX and Capex of around NOK 200 million in the
mentioned on the previous slide, we believe there is a potential to leverage Telenor’s advanced
The acquisition price, as I said, represents what we believe is a moderate premium of 21%
compared to the VAT[?] the last 90 days or 7% to the closing price yesterday. We believe, on one
side, that this gives the seller a full and fair price and on the other side, allowing Telenor to benefit
So, then, on page 12. What will happen next? The Board of Directors in both selling companies
have unanimously recommended their agreements and have summoned for shareholder
meetings to be held on 6 May. After approval by the EGM’s in these two companies, we will then
go through review and approval processes as normal. We expect the agreement to be completed
during third quarter 2019. Once completed, it will trigger a mandatory offer for the remaining
shares in the company. Telenor intends, should the minority shareholders prefer so, to keep DNA
To summarise, the transaction with ASA Telenor taking a controlling stake of 54% in the listed
Finnish operated DNA. Today’s transaction consolidates our position in the Nordics. We see it as
creation within core telecon in the Nordics and Asia while making sure we continue to deliver on
DNA, we see it as a quality asset in an attractive and growing market where we believe we can
both create synergies from leveraging Telenor’s scale in procurement and roaming, but also
support the company to develop their B2B capabilities to enable further growth. For Telenor, as I
said, this will be accretive to both net income and free cash flow from transaction date. Before
the mandatory offer, this transaction will increase net debt to EBITDA by 0.3 giving pro forma
2018 numbers of 1.3x. And that was my comments and I will open up for Q&A’s. Moderator?
Operator: Hi there. There’s a few questions on the line. Would you like to take the questions?
Operator: All right. We’ll take the first question from Terrence Tsui from Morgan Stanley. The line is
Terrence Tsui: Hi everyone. Good morning. It’s Terrence here from Morgan Stanley. I had a couple
of questions. So, first of all, why now? Just give us an idea of why are you taking the decision
today, or fairly recently to make this acquisition? And related to that, are you worried that maybe
Finland in the mobile market is showing signs of potentially slowing down a little bit? DNA’s
revenue growth last year was very strong. It's probably unlikely to be as strong in 2019. And
then secondly, I had a question around your thoughts around convergence in Scandinavia.
Obviously, fixed-to-mobile convergence is quite important for you in Norway and Sweden. How
only covers 30% of households is sufficient for the future? Thank you.
Jørgen Rostrup: Yes, thanks a lot. Let me just – before I answer those questions, say that on the
summary slide it says net debt to EBITDA increasing by 0.4 to 1.3x. It's supposed to be 1.4x.
From 4 to 1.3, sorry. Sorry. The slide is correct, what I said was wrong. 0.4 to 1.3. The slide is
Well, Terrence, why do we do it now? We have followed the case for some time, and this has
been a good time for us to do it. And probably – you have to ask them, a good time for the
sellers to do it. We have carried out a lot of other things in our strategy announced in 2017 and
we felt this was a good time to see if we could consolidate Nordics. And then it takes two to
We are not particularly nervous about the market in 2019. We see, as I said in the presentation,
that there is still a significant opportunity to migrate people from 3G to 4G. And, as we all know,
further on, also, to 5G. This allows us to see, also, the 5G development, holistically, in the Nordic
countries and we believe Finland, with its capabilities, it’s high data use; record high data use will
also be a good market and a good place to gradually develop the 5G position.
Convergence, yes. There might be a convergence play taking place in some markets, including
play. We are refining that further by several actions in Norway. Now, also some setting in old
technology and thereby indirectly moving us to a convergent play. We don't see Finland,
necessarily, developing the same way. It has a very strong mobile position. Strong networks,
handling significant data volumes today, and we predominantly see it as a mobile market. Next
question.
Operator: Thank you, Terrence. I’ll just take the next question from Peter Nielsen from Abg. The
Peter Nielsen: Thank you very much. Just a couple of questions please, Jørgen. Can you give us any
further insight on what's been the driving factor behind this process? It sounds a bit like, perhaps,
it's been the selling shareholders that have approached you. I don’t know if there’s anything you
can add to that. Also, by the sound of things, you haven’t had any direct contact with the DNA
Board. Is that correctly understood? And also just, lastly, you talk about, perhaps, an increased
commitment to the Nordic region boost, the exit from your European operations and a focus on
Asia and the Nordics. Is that also to be read, Jørgen, implicitly, as a commitment to the Danish
market given that you now, obviously, target to deepen Nordic. Thank you very much.
Jørgen Rostrup: Thanks a lot. So, let me first comment on the process with the selling parties and
with DNA. We have not had any contact with DNA, prior to the deal announcement, simply
because this has not been a deal with DNA, it's been a deal with two selling parties. And we
have tried to be a structured and handle that in a good way. I would still say that we regard this
as a friendly acquisition and a friendly – I hesitate to use the word takeover but acquiring 54%.
We are replacing two financial investors. And we will have one ambition only and that is to
continue to develop DNA to the best for DNA, and for Telenor, and for minority shareholders. We
are obviously coming with an MTO. We will pick up all the shares that the minority shareholders
want to offer us. And we will respect all those shareholders that will remain in the company.
Remember that we have a fairly successfully, I believe, already today in the portfolio, three
companies which are listed and which we are daily balancing with being involved in operations on
one hand and, obviously, respecting the minority shareholders the way we should as a listed
company. I don't want to go more in detail about the dialogues and who started and who came in
Then, you asked about Denmark, I guess. This is maintaining and confirming the strategy we
have had since 2017, and included in that strategy is to run every country, including Denmark, in
a good, efficient and developing way. And I'm very pleased and impressed to see that the
improvements made by management, in Denmark, now reaching cash flow generation around
half a billion NOK which is kind of an ambition we had. I wouldn’t call it target, but ambition we
had. And from that point of view we like Denmark, and Telenor Denmark, very much in our
Let me, also, finally, say that having this somewhat pragmatic and what we regard as a friendly,
but also value-creating approach to the company, includes also giving DNA management a
continued strong hand over their business. Telenor is very impressed by the DNA management.
They have created fantastic values and they seem to be very capable. And we will just make
sure we are supporting them going forward in the best way possible. Thank you.
Operator: Thank you, Peter. We’ll take the next question from Nick Lyall from Societe Generale.
Nick Lyall: Yes, morning, everybody. It’s Nick from So Gen. Can I just ask two, please, Jørgen?
Firstly, just on the structure. It’s a little bit strange in a sense. Could you just describe whether
not having 100% would restrict you from doing anything? What would you gain by reaching
100% in terms of process, if anything, please? And secondly, on the B2B side. That sounds like
it's not included in the NOK 200 million of synergies. So could you, maybe, just discuss a little bit
what you might be able to do with some of your Norwegian or Swedish products, for example.
much.
Jørgen Rostrup: Thanks, Nick, for those questions. So, first of all, there is nothing mysterious about
our approach to what position we will hold. It was important for us to get more than 50% of the
company. After that, we will take what we get in the further process in a very calm and relaxed
way. We think this is a full and fair price of the company. We also think that we, in this way, are
creating from the shareholders – the 50[?] shareholders of DNA’s point of view as unique exit
opportunity, while we are at the same time, are securing the company, hopefully, a strong and
highly-committed new owner to further develop the company. So, on one side it's a full and fair
price, it’s a good exit opportunity. At the same, it should allow Telenor, as I said in my
presentation, to benefit from long-term synergies and growth opportunities. If we are getting
towards a 100, we will, of course, eventually, consolidate it fully and run it from there. If we get
the smaller position, we will run this as we are running all listed companies, but, basically, which
is in our DNA, in general, namely to run it with a strong local management team with a lot of
power and influence on how they run business, based on a set of agreed principles and good
execution.
Then to the B2B. So I believe that – I will not give you any numbers, okay. You are right. We
have not included this in the synergy numbers that we indicated. This is, of course, a topic which
we really enjoy talking much closer to DNA management about. And first of all, hear their views
on it and how they want to run it. And if you just see some of the slides that I showed you, you
will see there is an imbalance between the position in B2B and B2C, and their results are a much
smaller, DNA position, compared to their competitors in the B2B market. We think we have a
very interesting product suites in the B2B space. We think this is one of our – at least
Scandinavia core competencies. And we believe DNA should over time be able to gain a fair
share of this market. But remember, also, that DNA has probably –and I’m eager to hear their
Really fighting and delivering excellent services to the B2C market. So, maybe, we can offer
them a supporting hand to transition into, also, a stronger B2B position. Thank you.
Operator: All right. Thank you, Nick. I’ll now go to Ulrich Rathe from Jefferies. Your line is open –
Ulrich Rathe: Yes, thank you. It’s Ulrich, Jefferies. I have two questions in particular. The first one
would be, just from the outside and beyond this statements you're making on B2B. Where would
you see a rule to change the operating strategy of DNA at this point? And, the second question I
have is, the synergy potential you're highlighting at a cost level are relatively limited, and you're
buying an asset for 19x cash flow and highlighting the strategic agenda. So I suppose, one fair
question would be to what extent you could realise these relatively limited synergies through
partnerships instead? Through a partnership with DNA, for example, rather than, sort of putting
the cash up and taking control at what looks like a relatively full evaluation? I’m interested in your
Jørgen Rostrup: Yes, so I do not plan to further into our views and plans on how we want to – what
kind of a starting point we have on operational agenda and the way they are running the
company. As I said, we believe they are running a very interesting company in a good market,
and we will start that dialogue with DNA based on our total set of analysis when time is ready for
that. And I also think it's fair that the DNA management and DNA Board are the first to participate
in that conversation and not here over a conference call today. But we are looking forward to that
discussion. And we also think that they can actually add to Telenor, a way of operating. So,
brought in B2B synergies in the numbers. I have explained why. You could probably achieve a
little bit of roaming synergies to a certain extent in a general agreement kind of environment. It
often shows that it is hard to do so. And the OPEX Capex procurement synergies, which we have
also been conservative on, we could not achieve them in a different setup. But, as I said, we
believe that this is a fully priced deal, but a fairly priced deal, allowing us to benefit from longer-
term synergies from the further technological and commercial development in Finland as well as
in the Nordics, in general. And also including some growth opportunities. Thank you.
Next question.
Operator: Thank you for that. Now, we’ll take the next question from Johanna Ahlqvist from SEB.
Johanna Ahlqvist: Hi, Johanna Ahlqvist from SEB. Two quick questions if I may. I was wondering, now
that you have sort of a Pan-Nordic footprint, does this create a new opportunity on the content
side for you? If you could share, sort of, the content strategy going forward? And the second
question relates to the dividend. I know you have a dividend policy, that it should grow year over
year, but given that this is cash flow accretive, should we, sort of, see a new base going forward?
Is that an opportunity or how do you view your dividend going forward? Thank you.
Jørgen Rostrup: Thanks for those questions. On the content side, this is not changing our position on
content. We don't see us as a big acquirer of content, of owning content or developing our own
content. And DNA is not there either. We have found it hard to create value from those kind of
exercises. It appears others are struggling as well. So, we are not changing the strategy on that
side. When it comes to dividend, the base will be the same. That is the previous year dividend
per share, which is the base, and it will remain the same. And we have announced that there will
going forward. So, it will be the same. And we’re also, as I said, maintaining the 3% and buy-
back program hopefully, supported by the AGM. So that we can get that started and continuing it
the way we had done the two previous programmes, the two last years.
I believe we have a –
Jørgen Rostrup: Thank you. I believe we have a couple more minutes. So let's see if we can fit in two
or three questions.
Operator: All right. No worries. We'll take the next question from Andrew Lee from Goldman
Andrew Lee: Yes. Good morning. Thanks for taking the question. Hi again. I just had a question on
trying to gauge the balance of what's going to drive your growth plans between market growth
and price takers as you highlighted on the call, as well as it will contain that share take. So, as
you laid out Finland’s consistently been a rational growth market despite great competition in the
last few quarters, and partly, part of that competition has come from DNA promotions and we’ve
noted Telenor’s typically pretty rational in it's existing Nordic markets. So, I wonder if you could
just, maybe, give us a bit more colour on how you see your route to growth in Finland comparing
the upselling and pricing rationality versus the share take opportunity? And are we right to
assume that you're more focused on share take and B2B than you are on B2C? Thank you.
Jørgen Rostrup: The answer to the latter first, Andrew. We are, obviously, focusing on developing the
market shares in a good way regardless of whether it's B2B or B2C. We just believe – before
some steps over the next couple of years in the B2B area.
And then I'm hesitating to comment very much on your first question. I think we will – no, I really
hesitate to answer that because it becomes complex, and I think that is a question for DNA in the
future and for Telenor, hopefully, as a shareholder, large shareholder of DNA to comment on that
in the future. But, we typically tried to develop good proposals, good products, good offerings,
and get the fair price in the market for those. And I think I’ll refrain from commenting anything
more.
Operator: Thank you for that. We’ll take the next question from Roman Arbuzov of JP Morgan.
Please go ahead.
Roman Arbuzov: Good morning. Thank you very much for the opportunity to ask questions. My first
one is just on the efficiency agenda which you're running across the Group. Have you had time
to apply that agenda in the sense of quantifying upsides to DNA? And have you had a chance to
do, maybe, a mini-benchmark in exercise just to understand how you can use the know-how and
the knowledge on the efficiency front that you've developed within the Group over the last couple
of years, how that can be applied to DNA, and what sort of value can you create out of that
beyond the procurement and the roaming synergies that you've mentioned? And just a small
one. I was wondering if you could actually quantify the roaming synergies? And then, the third
one, quickly, would be on just probing deeper into the operational strategy. I appreciate it’s early
days, but maybe you could give us a sense of whether you would want to refocus the company
clearly a growth-focused company, but efficiency has been dominating the agenda of the Group
for the last couple of years. So will this, do you think, apply to DNA also in a strongest sense
compared to the way they've been running the company previously, do you think? Thank you.
Jørgen Rostrup: Thanks, Roman. I apologise for being a little bit on the mountain tops here again, but
first of all, I do not like to quantify to roaming synergies as such. We have indicated a level for the
combined set of synergies. I think that is as far as we should go now. We are very comfortable
with those numbers and that is where I would like to keep it. Then, on the efficiency for the Group
and taking that to Finland. We have obviously done some calculations and looked into this and
tried to see it from different angles, but again, first of all, we see DNA as a good performer and a
well-runned company. So that is our starting point. Then, we believe, that our take can add
some synergies. We believe that our competence, hopefully, can be too some support. We
believe that they can learn us, teach us a few things and then we will see where we take the
We are quite pleased with how we have advanced our own efficiency work from the early months
and the first year of 2017. The outcome of that with reduction of 3.5 and 3% for ‘17 and ‘18 of the
total cost base of Telenor. We still believe that we haven't prevented or blocked local revenue
renewal or growth opportunities by this, but we have focused the Group a lot more, which was
needed and which is also beneficial. To the extent that we can do the same because there is an
opportunity to do the same. We will, of course, use our experience together with DNA’s
experience to handle that going forward. But this will have to happen in dialogue with and with
deeper understanding of the DNA situation and what management see are opportunities. We will
definitely continue to develop a growth to support the growth agenda for DNA. As I’ve said, we
believe it is a very interesting Finnish market, and we think it will remain very interesting going
forward.
Jørgen Rostrup: I think we can do one more question and then we have to close down.
Operator: All right. No worries. We'll take the last question from Rickard Hellman from Nordea
Rickard Hellman: Hi, Rickard Hellman here, Nordea Credit Research. One question around your
funding in reference to the press release. You mentioned that the transaction will be funded by
existing credit facilities and cash. Is that also true for 100% outcome from Telenor firm[?]?
Jørgen Rostrup: Yes, I would say at the base, it's uncommitted credit facilities and cash, and we are
also very confident that a well rated issuer as Telenor will benefit from strong financial debt
market and handle this situation wherever the number should end. So – but predominantly from
Jørgen Rostrup: Okay, I’d like to thank you all for joining in. It's highly appreciated that you take the
time. Håkon, in investor relations, will obviously be available one at a time for the next 48 hours
on a consecutive basis. So, feel free to get in touch with him. And I’m also looking forward to
follow up this at first quarter discussions, and the road show that we are having at that time. So,
Operator: That concludes today’s conference. Thank you, everyone, for your participation.