January 2024 Vidcast // Call centers, external growth and value creation
Controversial transactions in the service world
The recent acquisitions of Webhelp by Concentrix for $4.8bn and Majorel by Téléperformance have been rather poorly received by the stock markets.
Professor Jacquet takes a look at both transactions and analyzes them, discussing external growth and value creation.
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Hello and welcome to this Vidcast, which is devoted to two
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external growth operations in the industry of call centers
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and other digital marketing services to corporations.
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The the perfectly legitimate question will be about the
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value which is created or destroyed by these operations.
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During the last 12 months,
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two operations have been announced.
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The first one is the acquisition of web held by Concentrics
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for an amount, a total amount, enterprise value
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of $4.8 billion.
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The second acquisition is performed by tele performance,
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which acquires measure health for 3 billion euros.
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Not exactly the same value,
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but the same order of magnitude, same sector as well,
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business services, digital services, marketing call centers.
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What does it mean? Call centers.
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It means that there are operators who are giving
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or receiving inbound outbound calls for existing customers
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and future and potential customers as well.
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It's about support, it's about prospects and so on so forth.
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So roughly the same price, the same industry,
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and unfortunately the same
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negative capital market reaction.
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Let's start with the concentrics web help acquisition.
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It's announced in March, 2023,
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and the company says we want to create a diversified global
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customer experience leader.
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When we look at the economics of this deal,
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it looks fairly reasonable.
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The transaction value, the enterprise value
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is $4.8 billion going to be paid in cash.
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Stock notes payable.
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We are going to discuss that in a minute.
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And web help is supposedly generating about half a billion
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dollars of adjusted ebitda, adjusted
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for stock-based compensation
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and amortization of some intangibles.
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500 million of adjusted EBITDA for transaction value
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of almost $5 billion.
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It means an enterprise value,
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which represents a little bit less than 10 years of ebitda.
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It's reasonably high for this kind of deal,
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but it's still within reasonable limit.
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Interestingly, web help had been acquired
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in 2015,
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so some years ago the sales figure was quite lower
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than the one to today.
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It was about 725 million euros.
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At that time, the company had been acquired for a multiple
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of EBITDA of 10,
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and the total value was a billion Euros,
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so the EBITDA was 100 million Euros.
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To date, it's $500 million,
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but the multiple is the same,
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so it looks quite reasonable in terms of transaction price.
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Once we have looked at the price of the transaction,
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let's have a look at the financing.
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It's a combination of cash stock and notes.
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First, the web help shareholders are going
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to receive 14.9 million shares of Concentrics,
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though at the end of the day, 22%
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of the Concentrics Plus web help group are going
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to be owned by the former web help shareholders at the stock
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price of $121 per share.
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The date is announced,
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the 14.9 million shares represent about $1.8 billion.
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While today it's a bit less
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because stock price is no more 121, it's down
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to $97.
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The seven parties upfront cash for half a billion
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Euros at that time, a Euro worth $1.08,
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so it's a bit more than $500 million
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and 700 million euros in deferred cash.
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Notes payable at the end.
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In two years time with a 2% annual interest,
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700 million Euros, it's a bit more than $700 million,
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and if you combine these two, you get about $1.3 billion.
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So basically you have 1.8 billion in stocks,
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1.3 in cash,
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but the sum of these two represents 3.1, not 4.8.
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And the reason is that now the company is going
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to integrate the former debt of web help,
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which represent about 1.7 billion.
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Though at the end of the day, $1.8 billion is going
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to be the equity increase,
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but 1.3 plus 1.7 is going
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to be the increase in the debt of the company
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of Concentrics as a group, which is quite significant.
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Now interestingly, what will be the financial structure
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of the company at the end of 2023 estimated a bid there,
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you remember 500 million plus a 1.1 billion
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for concentric standing alone, it's about $1.6 billion.
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That's quite interesting
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because it means that web help represents about one third
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30% of the total EBDA generated
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by the consolidated group.
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So it's quite an interesting
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and important transaction for the group.
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So at the end of 2023, the balance sheet
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of Concentrics plus web help, we show a total that
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of about $5.1 billion,
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including the three 3.1 additional debt consequence
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of the transaction of the acquisition of web help.
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So if you add about $3 billion of debt,
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when the additional EBITDA represents $500 million,
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it means that the incremental debt is about six times the
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incremental ebitda, which is quite high in terms
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of financing.
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The good news is that it's not going to negatively affect
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the rating of concentrates fit rating.
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Their rating agency, which is in charge
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of estimating the priority of deferred of concentrics,
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will declare that Triple B will be stable
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outlook stable in terms of rating for concentrate,
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which is quite good news
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because it means that the probability
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of default remains quite low.
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It's good credit quality, you are not that far from
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double B plus, which is another story,
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but it's still quite okay.
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A few comments on this operation.
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Of course, the price looks a little bit high,
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a little bit tight in terms of multiple,
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but it seems to be within reasonable between quotes limits
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the debt financing is a bit more challenging
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because it represents more than 60% of the enterprise value,
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which you are going to integrate in your accounts.
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As a consequence, there's quite a lot
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of debt in the past acquisition financial structure,
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but Fitch looks quite confident about the future
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of the company maintains a triple B rating, which is okay,
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even though you are two levels too notches away from
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speculative grade,
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which is an extremely dangerous situation.
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So the price is okay, the financing is a bit tight,
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and the market is absolutely dissatisfied by this operation.
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If you look at the evolution of the stock price
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of the company in the last two years, you observe
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that there are two periods.
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The first period, which is from two years ago, up
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to the moment the deal is announced as well.
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Basically the stock price is more
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or less following the NASDAQ index,
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and then there is a split from March, 2023.
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Up to today, the NASDAQ is going to go up by 20%
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and concentric stock price is going to drop
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by 25, 30%.
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A little bit of recoveries is last days,
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but definitely the market is absolutely
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unhappy with this deal.
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Let's move to the second deal.
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Tele performance wants to create a giant in the world
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of customer experience as a consequence
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of the acquisition of Measure Health.
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If we try to calculate kind of multiple EBDA multiple
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of the enterprise value, we look at the operating EBDA,
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kind of adjusted EBDA of measure oil during the first half
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of 2023, about 170 something million euros.
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You multiply by two for the end of the year
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and you get 350 million.
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It's see multiple of 8.6 compared with the acquisition
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of 3 billion.
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So 8.6 is about nine's not that far from 10.
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So basically the same order of magnitude,
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the financing is predominantly shares.
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Basically, the payment will be at the seller's choice in
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cash, 30 euros per share or in shares.
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In shares. It means that there is a conversion rate.
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So for each and every measure
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and share, you're going
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to receive 0.1382 teleperformance shares,
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and there's a limit of 1 billion euros
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of new Teleperformance shares issued.
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Because Teleperformance does not want to be diluted
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by the deal, the deal is going to be a success, obviously,
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because the main shareholders hold 79%
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of Measure health shares.
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So there's no doubt that it's going to be a success.
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They are going to receive tele performance shares,
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and at the end of the day, the share
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exchange is significantly more than the debt
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issuance in the financing.
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Very, very prudent financing.
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A few comments for this second operation, comparable price,
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comparable multiple for web help
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and measure health operations.
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But for this second operation, which is about very limited
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and conservative and prudent debt financing,
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still the market is absolutely not happy with this deal.
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If you look at the evolution of the stock price
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of tele performance gains, a CAC 40,
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which is a stock market index where the company is listed,
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you observed that there is a perfect,
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reasonably good correlation from two years ago up to
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a first moment where there is an announcement,
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which is accusations of violation of labor law
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and extremely poor working conditions
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in Latin American operations of tele four month.
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The consequence is going to be quite dramatic,
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and the stock price is going to immediately drop
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by about 30%.
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Then there will be a recovery, then will be a second drop
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because the market's a bit worried about
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these issues about human capital.
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And then when the announcement is made,
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there will be another drop in the stock price.
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And if you look at the evolution
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of the CAC 40 from the moment the announcement is made
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and today CAC 40 is stable, plus little bit positive,
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and what about tele performance minus 30%.
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So it is the same story as concentrics.
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The market reaction is very negative.
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Now, what is the reason why the market is very negatively
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reacting to these two operations?
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It's always very difficult to try
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to find out the reason why a number of people
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negatively reacted because you cannot interview them.
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There might be an explanation which deserves a detour
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to the balance sheet of these two companies.
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We're not going to have a look at the equity
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and liabilities, but at the asset side of the balance sheet,
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let's first have a look at Concentrics
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corporations balance sheet.
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When they close the account, the 30th of November, 2022,
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the total assets about $6.7 billion.
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Now, $3.9 billion are represented
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by two assets.
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One is goodwill for 2.9.
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The other one is intangible assets.
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Net of accumulated amortization
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for about 1000000002.9 plus one is
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$3.9 billion, which represents 58%
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of the total assets.
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So basically it's about the roots
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and the economic assets of the company.
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If you look at teleperformance,
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it's not exactly the same figures,
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but it's quite the same rationality.
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Total balance sheet, the end of December, 2022, 8.8,
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8.9 billion euros,
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and 4.5 billion Euros consists in goodwill
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for about 3.2
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and other intangible assets,
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which is about 1.3.
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The sum is 4.8,
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and it's a bit more than 50% of the total assets.
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Now, where do these
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fixed intangible assets come from?
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They come from external growth.
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When you buy a company
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and you control the company, you fully integrate the
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accounts, then you pay the enterprise value
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and you integrate the net book values.
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Very often there is a gap
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because the value of a company is much more
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than a net book value.
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You have to explain the gap.
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And the gap is, for example, customers, brands, uh,
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the quality of the contract you have signed
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with your customers, which is very likely,
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which explains the intangible assets,
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which you show in the balance sheet of concentrics
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until it performs.
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So intangibles
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or other intangibles about customers, customer contract,
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market share, when part of the purchasing price,
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the acquisition price,
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the enterprise value cannot be allocated
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to specifically identified asset.
270
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It means that there is something which is a quality
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of the organization, the talents, the people,
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the human capital there, which really had value.
273
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So goodwill is very much about people.
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So you understand that the two pillars of the economic value
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of these companies are their customers.
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On one hand, their people and talent.
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On the other hand, the economic challenges
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for any company on the planet including,
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and probably more important
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for Concentrics anti performance, is to attract
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and retain customers, is to attract
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and retain talent.
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The problem is what?
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The problem is that these assets are
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extremely volatile assets.
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If the customers are not happy with the quality
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of execution on your side, they're not going
288
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to renew the contract.
289
00:15:03.945 --> 00:15:05.045
If people are not happy
290
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with the new environment in which they're working,
291
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they're leaving and they will get a job somewhere else.
292
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And you know the challenge today of attracting
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and certainly retaining good people
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inside the organizations.
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So most of the assets, economic assets
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of these two companies are made of extremely volatile
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contracts and people.
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Now, it might be an explanation for the aversion
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of the stock price because both concentrics
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and tele performance, they want to grow
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and they want to show nice growth.
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Years ago, it was about organic growth,
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but today the organic growth is slowing down a bit weak.
304
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Now, if you want to show some growth to your investors,
305
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you have to replace this weak, soft arguing growth
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by something which is a bit more rough
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and accelerating external growth.
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But when you replace arguing growth by external growth,
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it's maybe not that good news.
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In September, 2021,
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I produced a film which was about MercadoLibre.
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We are in Latin America,
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and MercadoLibre is demonstrating
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that it's much better than Amazon locally.
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Interestingly, at the very beginning of the story,
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there are two competitors.
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One is MercadoLibre, whose strategy is definitely
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to attract customers, organic growth.
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The clients are going to select MercadoLibre
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because we are better than our competitors.
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There is an another competitor which decides to grow
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through excellent growth.
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So you buy the customers, you don't attract them,
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and who's going to be the winner?
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Merca Libre, which interestingly is going to in the end,
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eventually buy its competitor.
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What's very interesting in this story is that the murder
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of Merca Libre is we want to attract the customers.
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They have to select Merca Libre.
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They're not going to select Merca Libre
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because they selected somebody else, which has been acquired
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by Merca Libre.
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I'm not going to tell you that this conclusion is valid
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for any industry at any moment in the history,
335
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but it seems that for a number of businesses,
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attracting customers, attracting people, people
337
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who are happy to work within the company
338
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is probably a bit more performing
339
00:17:36.625 --> 00:17:40.245
and a little bit more sustainable than acquiring the clients
340
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and acquiring the talents.
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Because at the end of the day,
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you are not the owner of your clients.
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You are not the owner of your people.
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They decide or not to work with you.
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They are volatile and they are the value of the company.
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So probably the good news is to attract them more than
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to buy them.
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Thank you very much.
Hello and welcome to this Vidcast, which is devoted to two external growth operations in the industry of call centers and other digital marketing services to corporations.
The the perfectly legitimate question will be about the value which is created or destroyed by these operations.
During the last 12 months, two operations have been announced.
The first one is the acquisition of web held by Concentrics for an amount, a total amount, enterprise value of $4.8 billion.
The second acquisition is performed by tele performance, which acquires measure health for 3 billion euros.
Not exactly the same value, but the same order of magnitude, same sector as well, business services, digital services, marketing call centers.
What does it mean? Call centers.
It means that there are operators who are giving or receiving inbound outbound calls for existing customers and future and potential customers as well.
It's about support, it's about prospects and so on so forth.
So roughly the same price, the same industry, and unfortunately the same negative capital market reaction.
Let's start with the concentrics web help acquisition.
It's announced in March, 2023, and the company says we want to create a diversified global customer experience leader.
When we look at the economics of this deal, it looks fairly reasonable.
The transaction value, the enterprise value is $4.8 billion going to be paid in cash.
Stock notes payable.
We are going to discuss that in a minute.
And web help is supposedly generating about half a billion dollars of adjusted ebitda, adjusted for stock-based compensation and amortization of some intangibles.
500 million of adjusted EBITDA for transaction value of almost $5 billion.
It means an enterprise value, which represents a little bit less than 10 years of ebitda.
It's reasonably high for this kind of deal, but it's still within reasonable limit.
Interestingly, web help had been acquired in 2015, so some years ago the sales figure was quite lower than the one to today.
It was about 725 million euros.
At that time, the company had been acquired for a multiple of EBITDA of 10, and the total value was a billion Euros, so the EBITDA was 100 million Euros.
To date, it's $500 million, but the multiple is the same, so it looks quite reasonable in terms of transaction price.
Once we have looked at the price of the transaction, let's have a look at the financing.
It's a combination of cash stock and notes.
First, the web help shareholders are going to receive 14.9 million shares of Concentrics, though at the end of the day, 22% of the Concentrics Plus web help group are going to be owned by the former web help shareholders at the stock price of $121 per share.
The date is announced, the 14.9 million shares represent about $1.8 billion.
While today it's a bit less because stock price is no more 121, it's down to $97.
The seven parties upfront cash for half a billion Euros at that time, a Euro worth $1.08, so it's a bit more than $500 million and 700 million euros in deferred cash.
Notes payable at the end.
In two years time with a 2% annual interest, 700 million Euros, it's a bit more than $700 million, and if you combine these two, you get about $1.3 billion.
So basically you have 1.8 billion in stocks, 1.3 in cash, but the sum of these two represents 3.1, not 4.8.
And the reason is that now the company is going to integrate the former debt of web help, which represent about 1.7 billion.
Though at the end of the day, $1.8 billion is going to be the equity increase, but 1.3 plus 1.7 is going to be the increase in the debt of the company of Concentrics as a group, which is quite significant.
Now interestingly, what will be the financial structure of the company at the end of 2023 estimated a bid there, you remember 500 million plus a 1.1 billion for concentric standing alone, it's about $1.6 billion.
That's quite interesting because it means that web help represents about one third 30% of the total EBDA generated by the consolidated group.
So it's quite an interesting and important transaction for the group.
So at the end of 2023, the balance sheet of Concentrics plus web help, we show a total that of about $5.1 billion, including the three 3.1 additional debt consequence of the transaction of the acquisition of web help.
So if you add about $3 billion of debt, when the additional EBITDA represents $500 million, it means that the incremental debt is about six times the incremental ebitda, which is quite high in terms of financing.
The good news is that it's not going to negatively affect the rating of concentrates fit rating.
Their rating agency, which is in charge of estimating the priority of deferred of concentrics, will declare that Triple B will be stable outlook stable in terms of rating for concentrate, which is quite good news because it means that the probability of default remains quite low.
It's good credit quality, you are not that far from double B plus, which is another story, but it's still quite okay.
A few comments on this operation.
Of course, the price looks a little bit high, a little bit tight in terms of multiple, but it seems to be within reasonable between quotes limits the debt financing is a bit more challenging because it represents more than 60% of the enterprise value, which you are going to integrate in your accounts.
As a consequence, there's quite a lot of debt in the past acquisition financial structure, but Fitch looks quite confident about the future of the company maintains a triple B rating, which is okay, even though you are two levels too notches away from speculative grade, which is an extremely dangerous situation.
So the price is okay, the financing is a bit tight, and the market is absolutely dissatisfied by this operation.
If you look at the evolution of the stock price of the company in the last two years, you observe that there are two periods.
The first period, which is from two years ago, up to the moment the deal is announced as well.
Basically the stock price is more or less following the NASDAQ index, and then there is a split from March, 2023.
Up to today, the NASDAQ is going to go up by 20% and concentric stock price is going to drop by 25, 30%.
A little bit of recoveries is last days, but definitely the market is absolutely unhappy with this deal.
Let's move to the second deal.
Tele performance wants to create a giant in the world of customer experience as a consequence of the acquisition of Measure Health.
If we try to calculate kind of multiple EBDA multiple of the enterprise value, we look at the operating EBDA, kind of adjusted EBDA of measure oil during the first half of 2023, about 170 something million euros.
You multiply by two for the end of the year and you get 350 million.
It's see multiple of 8.6 compared with the acquisition of 3 billion.
So 8.6 is about nine's not that far from 10.
So basically the same order of magnitude, the financing is predominantly shares.
Basically, the payment will be at the seller's choice in cash, 30 euros per share or in shares.
In shares.
It means that there is a conversion rate.
So for each and every measure and share, you're going to receive 0.1382 teleperformance shares, and there's a limit of 1 billion euros of new Teleperformance shares issued.
Because Teleperformance does not want to be diluted by the deal, the deal is going to be a success, obviously, because the main shareholders hold 79% of Measure health shares.
So there's no doubt that it's going to be a success.
They are going to receive tele performance shares, and at the end of the day, the share exchange is significantly more than the debt issuance in the financing.
Very, very prudent financing.
A few comments for this second operation, comparable price, comparable multiple for web help and measure health operations.
But for this second operation, which is about very limited and conservative and prudent debt financing, still the market is absolutely not happy with this deal.
If you look at the evolution of the stock price of tele performance gains, a CAC 40, which is a stock market index where the company is listed, you observed that there is a perfect, reasonably good correlation from two years ago up to a first moment where there is an announcement, which is accusations of violation of labor law and extremely poor working conditions in Latin American operations of tele four month.
The consequence is going to be quite dramatic, and the stock price is going to immediately drop by about 30%.
Then there will be a recovery, then will be a second drop because the market's a bit worried about these issues about human capital.
And then when the announcement is made, there will be another drop in the stock price.
And if you look at the evolution of the CAC 40 from the moment the announcement is made and today CAC 40 is stable, plus little bit positive, and what about tele performance minus 30%.
So it is the same story as concentrics.
The market reaction is very negative.
Now, what is the reason why the market is very negatively reacting to these two operations? It's always very difficult to try to find out the reason why a number of people negatively reacted because you cannot interview them.
There might be an explanation which deserves a detour to the balance sheet of these two companies.
We're not going to have a look at the equity and liabilities, but at the asset side of the balance sheet, let's first have a look at Concentrics corporations balance sheet.
When they close the account, the 30th of November, 2022, the total assets about $6.7 billion.
Now, $3.9 billion are represented by two assets.
One is goodwill for 2.9.
The other one is intangible assets.
Net of accumulated amortization for about 1000000002.9 plus one is $3.9 billion, which represents 58% of the total assets.
So basically it's about the roots and the economic assets of the company.
If you look at teleperformance, it's not exactly the same figures, but it's quite the same rationality.
Total balance sheet, the end of December, 2022, 8.8, 8.9 billion euros, and 4.5 billion Euros consists in goodwill for about 3.2 and other intangible assets, which is about 1.3.
The sum is 4.8, and it's a bit more than 50% of the total assets.
Now, where do these fixed intangible assets come from? They come from external growth.
When you buy a company and you control the company, you fully integrate the accounts, then you pay the enterprise value and you integrate the net book values.
Very often there is a gap because the value of a company is much more than a net book value.
You have to explain the gap.
And the gap is, for example, customers, brands, uh, the quality of the contract you have signed with your customers, which is very likely, which explains the intangible assets, which you show in the balance sheet of concentrics until it performs.
So intangibles or other intangibles about customers, customer contract, market share, when part of the purchasing price, the acquisition price, the enterprise value cannot be allocated to specifically identified asset.
It means that there is something which is a quality of the organization, the talents, the people, the human capital there, which really had value.
So goodwill is very much about people.
So you understand that the two pillars of the economic value of these companies are their customers.
On one hand, their people and talent.
On the other hand, the economic challenges for any company on the planet including, and probably more important for Concentrics anti performance, is to attract and retain customers, is to attract and retain talent.
The problem is what? The problem is that these assets are extremely volatile assets.
If the customers are not happy with the quality of execution on your side, they're not going to renew the contract.
If people are not happy with the new environment in which they're working, they're leaving and they will get a job somewhere else.
And you know the challenge today of attracting and certainly retaining good people inside the organizations.
So most of the assets, economic assets of these two companies are made of extremely volatile contracts and people.
Now, it might be an explanation for the aversion of the stock price because both concentrics and tele performance, they want to grow and they want to show nice growth.
Years ago, it was about organic growth, but today the organic growth is slowing down a bit weak.
Now, if you want to show some growth to your investors, you have to replace this weak, soft arguing growth by something which is a bit more rough and accelerating external growth.
But when you replace arguing growth by external growth, it's maybe not that good news.
In September, 2021, I produced a film which was about MercadoLibre.
We are in Latin America, and MercadoLibre is demonstrating that it's much better than Amazon locally.
Interestingly, at the very beginning of the story, there are two competitors.
One is MercadoLibre, whose strategy is definitely to attract customers, organic growth.
The clients are going to select MercadoLibre because we are better than our competitors.
There is an another competitor which decides to grow through excellent growth.
So you buy the customers, you don't attract them, and who's going to be the winner? Merca Libre, which interestingly is going to in the end, eventually buy its competitor.
What's very interesting in this story is that the murder of Merca Libre is we want to attract the customers.
They have to select Merca Libre.
They're not going to select Merca Libre because they selected somebody else, which has been acquired by Merca Libre.
I'm not going to tell you that this conclusion is valid for any industry at any moment in the history, but it seems that for a number of businesses, attracting customers, attracting people, people who are happy to work within the company is probably a bit more performing and a little bit more sustainable than acquiring the clients and acquiring the talents.
Because at the end of the day, you are not the owner of your clients.
You are not the owner of your people.
They decide or not to work with you.
They are volatile and they are the value of the company.
So probably the good news is to attract them more than to buy them.
Thank you very much.