EVLI PLC INSIDE INFORMATION APRIL 22, 2022 AT 9:00 A.M. (EET/EEST)
NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, OR IN ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW. FOR FURTHER INFORMATION SEE SECTION ”IMPORTANT NOTICE” BELOW.
Today on April 22, 2022, Evli Plc (“Evli”) and EAB Group Plc (“EAB”) have signed a letter of intent (“Letter of Intent”), pursuant to which the parties are looking into a potential combination of Evli’s and EAB’s operations (“Contemplated Combination”).
The Contemplated Combination would create one of the leading companies on the Helsinki Stock Exchange to offer investing and wealth management services to institutions, corporations and private persons (“Combined Company”). The companies share a strong commitment and dedication to responsible investing and providing sustainable investment solutions.
For 2021, preliminary estimates of the combined net revenue of Evli and EAB is approximately EUR 138 million and operating profit approximately EUR 59 million. Combined client assets under management of Evli and EAB on December 31, 2021, were approximately EUR 20 billion. The companies currently employ approximately 330 people. More detailed information on the combined financial figures is presented in section “Preliminary Financial Information” below. As a result of the potential combination, the Combined Company would be well placed for growth by virtue of its strong financial position and its strong businesses. The potential merger is expected to generate permanent annual synergy effects of around EUR 8 million, including increased revenue potential, potential reorganisation of operations and duplication of IT and other infrastructure. These potential synergies are expected to be mainly realised from the beginning of 2023.
In addition to a strong offering of traditional wealth management services, the Combined Company would achieve a stronger position in the offering of alternative investment products, as well as in compensation consulting and the management of personnel funds. The merger would also strengthen expertise, sales and customer service resources in Finland. The combined company will continue to distribute BNP Paribas Asset Management products on an exclusive basis in Finland.
The purpose of the signed letter of intent is to allow the parties to assess the possible combination and its specific conditions. The letter of intent does not obligate the parties to complete the Contemplated Combination or any other arrangement.
The Contemplated Combination is being negotiated based on the following grounds:
Rationale of the Contemplated Combination and the Combined Company
The Contemplated Combination would create
Maunu Lehtimäki, CEO of Evli, on the Contemplated Combination: "The transaction is a step towards Evli's long-term goal of becoming one of the leading Nordic asset managers. The companies' similar cultures and values create a good basis for a successful merger."
Daniel Pasternack, CEO of EAB, on the Contemplated Combination: "Together with Evli, we are both committed to responsible investing and by joining forces we can aim for rapid growth both at home and abroad as an even stronger player in responsible investing. In addition, the combination will give us a strong position in institutional asset management and in the incentive and reward business."
The members of the Board of Directors and the Executive Group of Evli and EAB are responsible for preparing the Contemplated Combination.
Preliminary Financial Information
The financial information presented below are preliminary unaudited estimates and should not be considered as pro forma financial information. The pro forma financial information of the Combined Company prepared in accordance with IFRS are expected to be published during the third quarter of 2022.
|EUR million||Evli Plc1||EAB Group Plc2||Total|
|Net revenue for the financial year ending December 31, 2021||116.2||22.2||138.4|
|Operating profit for the financial year December 31, 2021||56.5||2.9||59.4|
|Assets under management on December 31, 2021, bn||17.5||2.5||20.0|
|No. of employees on December 31, 2021||2443||89||333|
|1 As Evli Plc was formed following the demerger of Evli Bank Plc completed on April 2, 2022, the financial information has been prepared on a carve-out basis of the 2021 financial statements of Evli Bank Plc and is only preliminary and unaudited. Evli Plc's Financial Statements 2021 and Interim Report 1-3/2022 on a carve-out basis (financial information regarding investment services business) will be released on May 19, 2022. |
2 EAB Group Plc's financial information is based on EAB Group Plc's audited group financial statements 2021.
3 For Evli Plc, employees are calculated on a carve-out basis and include the permanent employees as per December 31, 2021. In addition, the company employed 39 temporary employees during the review period.
Presentation to investors and analysts April 22, 2022, at 1 pm.
Evli’s CEO Maunu Lehtimäki and CFO Juho Mikola, will present information about the Contemplated Combination to investors and analysts through a webcast on Friday April 22, 2022, at 1.00 pm. The presentation will be held in Finnish. After the event, the presentation material will be available in English at www.evli.com/investors. More information: email@example.com
Evli Corporate Finance is acting as the financial adviser of Evli and Castrén & Snellman Attorneys Ltd is acting as the legal adviser of Evli. Borenius Attorneys Ltd is acting as the legal adviser of EAB.
Board of Directors
Maunu Lehtimäki, CEO, Evli Plc, tel. +358 50 553 3000, firstname.lastname@example.org
Requests for interviews via the company's communications: Mikaela Herrala, Head of Marketing, Communications and IR, Evli Plc, tel. +358 50 544 5740, email@example.com
EAB Group Plc:
Daniel Pasternack, CEO, EAB Group Plc, tel. +358 50 569 3416, firstname.lastname@example.org
Evli in brief
We see wealth as an engine to drive progress. We draw on our heritage, broad expertise and Nordic values to grow and manage wealth for institutions, corporations and private persons in a responsible way.
We are the leading asset manager in Finland* offering a broad range of services including mutual funds, asset management and capital markets services, alternative investment products, equity research, share plan design and administration as well as Corporate Finance services. Responsible investing is integrated in every investment decision and our expertise is widely acknowledged by our clients. Evli has Finland's best expertise in responsible investment.**
Evli Group employs around 250 professionals and Evli has a total of EUR 17.5 billion in client assets under management (net 12/2021). Evli Plc’s B shares are listed on Nasdaq Helsinki Ltd.
*Kantar Prospera External Asset Management Finland 2015, 2016, 2017, 2018, 2019, 2021, Kantar Prospera Private Banking 2019, 2020 Finland **SFR Scandinavian Financial Research Institutional Investment Services Finland 2021.
EAB in brief
Elite Alfred Berg is an expert in investments that helps private individuals, professional investors and companies in Finland manage their assets comprehensively, systematically, and responsibly. More than 10,000 customers rely on our services to manage assets worth EUR nearly 4 billion. We collaborate in portfolio management with Alfred Berg Norway and Sweden. Our combined customer assets in the Nordic countries amount to more than EUR 15 billion. As the leading provider of personnel funds in Finland, we serve 95,000 personnel fund members. Our customers are served by more than 100 investment professionals in 13 locations around Finland.
Elite Alfred Berg is the marketing name of the EAB Group. The Group's parent company EAB Group Plc’s shares are listed on the Nasdaq Helsinki stock exchange. The Group companies include EAB Asset Management Ltd, which offers asset management activities, and EAB Fund Management Ltd, which acts as a fund company and authorised alternative investment fund manager. Explore EAB Group’s services at www.eabgroup.fi.
Distribution: Nasdaq Helsinki, main media, www.evli.com
This release is not an offer of shares in the United States and it is not intended for distribution in or into the United States or in any other jurisdiction in which such distribution would be prohibited by applicable law. If the Contemplated Combination is completed, the shares in the Combined Company will not be registered under the U.S. Securities Act of 1933 (the “Securities Act”), and may not be offered, sold or delivered within or into the United States, except pursuant to an applicable exemption of, or in a transaction not subject to, the Securities Act.
This release does not constitute an offer of or an invitation by or on behalf of, Evli or EAB, or any other person, to purchase any securities.
This release includes ‘forward-looking statements’ that are based on present plans, estimates, projections and expectations and are not guarantees of future performance. They are based on certain expectations and assumptions, which, even though they seem to be reasonable at present, may turn out to be incorrect. Shareholders should not rely on these forward-looking statements. Numerous factors may cause the actual results of operations or financial condition of the Combined Company to differ materially from those expressed or implied in the forward-looking statements. Neither Evli nor EAB, nor any of their respective affiliates, advisors or representatives or any other person undertakes any obligation to review or confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise after the date of this release.
This release includes estimates relating to the benefits expected to arise from the potential combination of the business operations of Evli and EAB as well as the related integration costs, which have been prepared by Evli and EAB and are based on a number of assumptions and judgments. Such estimates present the expected future impact of the potential combination of the business operations of Evli and EAB on the combined company’s business, financial condition and results of operations. The assumptions relating to the estimated benefits and related integration costs are inherently uncertain and are subject to a wide variety of significant business, economic, and competitive risks and uncertainties that could cause the actual benefits from the potential combination of the business operations of Evli and EAB, if any, and related integration costs to differ materially from the estimates in this release.
Further, there can be no certainty that the Contemplated Combination will be completed in the manner and timeframe described in this release, or at all.