• About the integration

Integration off to a good start

By Niklas Andersson

30-09-2021

Last week I had the pleasure of meeting many new colleagues at our new Cold Chain locations in Germany and The Netherlands. Thank you for welcoming me with open arms and excitement about being part of DFDS. I look forward to continuing my roadshow in the weeks to come.

Visiting you gives me the opportunity to learn more about your operations, which is very helpful for me when progressing with the integration.

Speaking of integration. It is off to a great start. More than 1700 of you tuned in on day 1 for the company town hall with Torben Carlsen, Martin Gade Gregersen and myself. We also received plenty of attention from media with over 60 mentioning and more than 10.000 views on social media.

I am also happy to see that you like our buddy programme. On day 1 we received the first requests from you to buddy up with a DFDS employee, and the numbers have increased since.

If you want to sign up and be matched with a fellow colleague send an e-mail to buddy@dfds.com with your name, job title, department and location. Then we will make sure to find a colleague who can help you onboard into DFDS.

It is a key priority for me to make you feel a part of DFDS. IT-integration plays a vital role to succeed with that. Over the next weeks  those of you who are former HSF Logistic Group employees will receive your own DFDS account with a DFDS email and access to DFDS’ intranet ‘the Bridge’.

As we strive to keep business running as usual while integrating our companies, I am excited to see the many opportunities already coming to live. The rebranding of HSF Logistics, N&K Spedition, Skive Køletransport and Eurofresh will begin on 6 October. Logos and other branding material on facilities, trucks and trailers will gradually transition into the DFDS brand. I am also looking forward to the food and beverage industry conference ‘Anuga 2021’ in October where we will show up as ‘One DFDS’ for the first time.

I intent to keep these newsletters running every week for the first months of our integration. If you have any comments, input or questions please feel free to reach out.

Kindest regards
Niklas Andersson

DFDS: INTEGRATION OF HSF LOGISTICS GROUP STARTS AFTER CLOSING TODAY COMPLETED

COMPANY ANNOUNCEMENT NO. 29/2021
  • Majority of integration expected to be completed within a year
  • Payment moved forward to speed up integration
  • Annual synergy target of around DKK 75m to be reached by end of 2023
  • Revenue of Logistics Division set to exceed DKK 8bn with EBITDA of around DKK 900m (before synergies)
  • Logistics Division reorganised in two business units

DFDS has today completed the acquisition of the HSF Logistics Group. The company is one of Europe’s leading cold chain logistics providers to meat producers and other food producers that operate temperature-controlled supply chains.

HSF Logistics Group has around 1,800 employees with annual revenue of approximately DKK 2.8bn and EBITDA of DKK 385m.

“I am very pleased to welcome all HSF employees to the DFDS Group. Our customer offering to a wide range of food producers is now enhanced significantly. Our dialogue since agreeing to join forces in January, has confirmed this is a great match”, says Torben Carlsen, CEO of DFDS.

The acquisition of HSF Logistics Group is aligned with DFDS’ Win23 strategy of growing solutions to select industries. The acquisition significantly strengthens DFDS’ cold chain activities and the offering to cold chain logistics customers.

On a full-year basis, the expected combined pro forma revenue of the DFDS Group is around DKK 19bn generated by around 10,000 employees.

Management
Martin Gade Gregersen, currently CEO of HSF Logistics Group, is appointed Head of Cold Chain in DFDS, reporting to Niklas Andersson, EVP & Head of Logistics Division. In view of the importance and growth opportunities of Cold Chain, Martin Gade Gregersen is also appointed member of DFDS’ Executive Management Team (EMT).

Transaction structure and financing
The enterprise value of the transaction is DKK 2.5bn. The EV/EBITDA transaction multiple is 6.5x.

The equity value of the transaction is DKK 1.82bn of which DKK 0.93bn was paid today. Payment of the remaining amount is set for 6 October 2021. Net interest-bearing debt of around DKK 0.76bn was taken over as part of the transaction.
As part of the closing, shares held by minority interests have been acquired for a total payment of DKK 58m.

It was previously expected to pay the transaction price over a period of three years. Payment has been forwarded to speed up integration. It also reflects DFDS’ improved financial strength.

HSF Logistics Group will be fully consolidated in the DFDS Group from today.

The transaction is expected to be accretive to earnings per share (EPS) from closing.

The EU Commission approved the transaction on 6 September 2021.

Integration and financial impacts
The integration plan is focused on five key areas:

  • Commercial: Opportunities for expanding customer relationships and cross-selling driven by a stronger joint customer offering
  • Operations: Creation of one joint equipment pool, including plastic box pallets, and one joint haulage organisation. Optimise capacity utilisation of combined ferry and logistics network
  • Procurement: Scale benefits related to equipment and services
  • IT: DFDS systems to cover all applications and infrastructure
  • Business support: Integration of support and back-office functions.

The majority of the integration is expected to be completed within a year, except for the IT integration that is expected to take longer to complete. No material integration costs are expected.

Annual financial integration synergies, mainly from operation, procurement and process integration, are targeted to amount to around DKK 75m with a full run-rate impact from the end of 2023. Some of the impact is expected to be reported in the Ferry Division.

Reporting and business unit structure
HSF Logistics Group will be consolidated and included in the DFDS Group’s financial results as per today. Following the acquisition, the revenue of DFDS’ Logistics Division will increase to more than DKK 8bn of which around half will be generated by cold chain logistics.

The Logistics Division will be reorganised in two business units: Dry Goods and Cold Chain.

The Cold Chain activities embedded in DFDS’ three existing Logistics business units – Nordic, Continent and UK & Ireland – will be merged with the HSF Logistics Group to form a focused Cold Chain business unit. Remaining activities will be organised in a new business unit: Dry Goods.

Comparison figures for the new Logistics business unit structure will be released in advance of the Q4 2021 report.

Outlook 2021  EBITDA unchanged, investments updated
The expected impact of the consolidation in 2021 of the HSF Logistics Group is revenue of around DKK 0.9bn and EBITDA before special items of around DKK 100m. This expectation is unchanged compared to the latest outlook included in the Q2 2021 report.

The investment outlook for 2021 is increased from DKK 2.8bn to DKK 3.5bn following two changes. Firstly, the faster payment of the transaction price increases the outlook by DKK 0.9bn. Secondly, the outlook is lowered DKK 0.2bn by a general reduction in expected investments.

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