Operator  

Good morning, and welcome to the Air France-KLM analyst presentation. Today's conference is being recorded. At this time, I'd like to turn the conference over to Mr. Ben Smith, CEO; and Steven Zaat, CFO. Please go ahead.

Benjamin Smith   CEO & Director

Okay. Thank you, operator. Good morning, everyone. Today is a very exciting day for Air France-KLM. We closed on a deal last night to increase our financial position in SAS, Scandinavian Airlines, from 19% to 60% with an intention to get regulatory approval from the European Commission towards the end of 2026.

So a few figures on SAS. Revenues in 2024, EUR 4.1 billion; 130 destinations, which quite a few of them are new to our group; 130 (sic) [ 138 ] aircraft, 12 of which are long haul; over 25 million passengers; 10,500 employees; and 8 million members of the loyalty program, EuroBonus, which is really a great addition to our already strong company base.

So consistent fleet with ourselves. They've got Airbus A350s and they do have new A330s as well, the A320 family as well as the Embraer 195, the recent order, E195-E2. We do have experience with the Bombardier CRJ and ATR-72. We have that experience in the past.

The network is quite extensive. An extensive network within Scandinavia with Denmark, Sweden and Norway and a European network from all 3 of those countries, Oslo, Stockholm and Copenhagen being the main gateway points.

There is a long haul -- a relatively small long-haul network considering the size of the market in Scandinavia to 10 destinations in the United States as well as 3 in Asia. And this is a great opportunity for SAS with the power of our sales forces around the world, our revenue management capabilities as well as with our partners, in particular, Delta Air Lines across the Atlantic. We're hoping that that's an opportunity to expand the SAS long-haul network as that concentration centers around Copenhagen. So this will be our third hub in Europe, and we're expecting significant synergies and to strengthen our position in Europe.

So Steven will take over and talk about a few of the financial details.

Steven Zaat   CFO

Yes. Good morning, everybody, and [Foreign Language].

If we go to Page 8, I think you see actually what is the contemplated transaction and what are the key terms. So in the current, as Ben already stated, we have 19.9% shareholding in SAS. We will buy the shares of Castlelake at 32% and of Lind Invest of 8.6%. So we will move up from 19.9% to 60.5%. Then we are, together with the Danish State, in SAS and we still have 13%, which are shareholders, which are actually creditors from the Chapter 11. So we will see what we will do with them after we have the majority.

If you see on the bottom at the left, you see that the original transaction, we were at 20% in August last year. We had a 2-year standstill, so we would have executed this transaction, which we talked today, in 2026 to start with it. So then 2026, we would apply for the EU regulations and then it would take at least until 2028.

So what we are doing now is that we are speeding up. So we have come to an agreement with Lind and with Castlelake and with the Danish State and that we actually start now the process to the EU and that we expect in the second half year of 2026 to get the approval from the EU and that we can go ahead with this, let's say, a majority share for us.

The deal is in such a way constructed as you -- as analysts very well know, it's based on the EBITDA and on the net debt and there is a kind of market multiple. So actually, it is exactly the same, let's say, what we are going to pay for it, what is, let's say, happening to our own share price.

For the financing, we will finance it from our own cash or we will use a plain vanilla bond. We have ample room actually for it, but it will be a non-dilutive financing. And it will have no impact on our strategy to reduce the hybrid debt in our capital.

If we then go to Page 9 because the question is, of course, why do you speed up. Now first, we see that the company is very well driven. They have an excellent operational performance. They even had the best one in the world. But also their financial performance is well ahead of the plan. So they are reaching now an EBIT margin, which is, let's say, in line with our own EBIT margin and is even above, let's say, the EBIT target, which we have for the year, '26-'28 at 8%.

So we don't want to wait anymore to see the financial performance improving. We want to speed up this process to benefit, first of all, at our side for the synergies for Air France-KLM, but above all, also for the synergies for SAS because they will really, really benefit to be part of one group for the future.

So if we're talking about synergies, let's go to Page 10. And let's have a discussion on what -- you see a big list of synergies and I think it's not even, let's say, complete because just yesterday evening I thought about 2, 3 other synergies we don't even mention.

Let's start with the loyalty already mentioned by Ben. EuroBonus, a very strong loyalty program, more than 8 million members, let's say, that we will add to our 29 million members in Flying Blue. So we have, let's say, together 37 million members. For sure, there are some people who have already a Flying Blue and a EuroBonus membership. So let's say, we will be at least above 35 million members in this loyalty program.

SAS has more than 50% of the revenues coming from these members, very high value, very rich people, which can spend a lot on tickets. And of course, we can use this to further drive up our commercial partnerships on loyalty as we disclose now to you on which we are making quite some money.

And last but not least, of course, the intention is also to look how we can build one currency to be used among the loyalty programs.

Then on the second part, you see the optimizing our commercial cooperation and codeshare agreements. Currently, we already have EUR 120 million in our revenues, which are enabled by SAS. There's directly sold tickets from then on our network of EUR 71 million. And there is an additional EUR 49 million, which is just connecting. So that is SAS flying to our hubs in Amsterdam, Paris and they will take the next flight, mostly long-haul, for EUR 49 million. So we see very promising results on this agreement and also a big appetite in Scandinavian to fly on our brands, in our group.

Then last but not least, I think the JV is key for them. So we will build further out our North Atlantic Blue Skies with Virgin Atlantic and Delta. And as Ben already said, we will go from a double hub system to a triple hub system, adding Copenhagen to it.

I can walk you through to all these usual suspects of synergies, which we have seen by creating our group and which have seen also at, let's say, our peers. There is a lot of synergies to gain, to be if you are together in one group.

One, for instance, to highlight is, let's say, from my own department, we can add, for instance, the hedge strategy. So SAS is currently not hedged on fuel and we can refinance because they have some expensive financing currently running where we can find a lot of synergies. And I don't have to tell you we can drive up the synergies in this group by adding this entity to us, so driving the corporate synergies. A good example is our financial shared service centers, which we have, whereby combining these activities we can create a lot of synergies in the group.

So if we then go to the next page, you see that it will -- that this transaction is perfectly aligned with our ambition. They even have a higher ambition than what we set for ourselves with the above 8%. Of course, the improvement of more than EUR 1 billion will be much higher because we will get, let's say, additional EBIT from SAS.

We will still be significantly positive in adjusted operating free cash flow.

And of course, it has a positive impact on the unit cost so it will strengthen further our ambition to reduce unit cost in this group.

And last but not least, there's no impact -- almost no impact on our leverage. We stick to the 1 to -- 1.5 to 2 on net debt-to-EBITDA. And we keep our investment grade in terms from our credit rating agents.

So that's all from my side. Maybe, Ben, you want to take the conclusion and then we are open for all your questions.

Benjamin Smith   CEO & Director

Okay. Thanks, Steven. So I'll just maybe reiterate -- summarize what's really impressive and part of the reason we're comfortable going a little faster than originally planned and taking a majority stake is the management team run by Anko van der Werff at SAS has performed an outstanding job over the last year or 2, especially on the operational front and in the financial transformation of the company. So that's been extremely reassuring for us.

As Steven mentioned, the on-time performance, best in Europe; that the business plan has been either on, they've been performing as planned or ahead.

So fully in line with our medium-term financial outlook, and we're really excited and confident that this will be a super net positive for our group.

So available now to take any questions that you might have.

Operator  

[Operator Instructions] Our first question this morning will be coming from Jarrod Castle of UBS.

Jarrod Castle   UBS Investment Bank

Just a couple of questions, three, if I can. One, what has the Danish government said about their 26% stake? I take it they're going to remain shareholders indefinitely, but if you could clarify.

Two, Ben, Steven, have you spoken to any of the unions at KLM or Air France about the transaction? I'm just thinking you going from a dual hub to a 3-hub situation, so if they are comfortable with that?

And then lastly, I'm not sure you can say much further, but have you tried to quantify the synergies? I mean historically, I guess, airline mergers anywhere from 3% to 5% of revenues, is that a decent enough range or historic range to be thinking about?

Benjamin Smith   CEO & Director

Okay. Jarrod. So Danish State, I mean, they've been major part of us moving forward on this, strong, strong partners, and I think alignment around the opportunity. I don't know if you've been following the latest approach to aviation in Denmark, they -- which is quite different than many other jurisdictions in Europe. They see the benefit and the requirement of having a well-connected region. So to make it interesting for airlines to expand, they have reduced, if not eliminated, all restrictions on takeoff and landings at their main runway. They bought the airport to ensure that all capital expenditures are aligned with the hub airports -- or hub airlines requirements. And they've either maintained or reduced all airline taxes that are currently in place, which is a strong endorsement for our business model.

And that's been -- we've been very clear and they've been giving us all their feedback on what they feel is needed to make the various regions in Scandinavia much more attractive to investors and to visitors. So we're aligned there.

On their intention to stay how long? I think that's a question for them. But definitely for the short term, they will definitely be involved. That's the plan.

Discussions with the Air France and KLM unions. So obviously, on the ground staff, there's no impact. And our clear message to the unions is we view this as an opportunity to expand SAS' footprint and the target markets are obviously not to cannibalize our traffic at Amsterdam or at Paris, but to go after our competitors, their traffic with the stronger position that we'll now have: sales, revenue management, loyalty, et cetera.

So they totally get it. I don't think it's -- I think it's actually -- they see it as a net plus that will enhance and better protect their jobs. So we don't see that being an issue whatsoever.

Steven Zaat   CFO

Yes, yes, for sure, we quantified the synergies. We did a very deep due diligence on SAS, but we are actually almost very much surprised by the synergies, which we already got in after 6 months. So the EUR 120 million revenues within 6 months, so it's not even a full year figure, surprised us all. So we really see a big synergy potential.

We didn't want to put that here in the presentation. But of course, you can imagine that it is at least 3 number million figure. And that's only on us. And then there's also SAS synergies. So there is a lot of ample room of synergies to create between us at this moment.

But the figure to mention at this moment too soon to tell because we cannot go deeply in all the SAS discussions to create the synergies because we are still a competitor.

Operator  

Our next question has been coming from James Hollins of BNP Paribas.

James Hollins   BNP Paribas Exane

Three for me, please. I was just wondering, obviously, you know the regulators better than we do. Imagine it would be good to know exactly what the regulator is saying. I assume you've had pretty good conversations.

Secondly, so following on from Jarrod's question on what the level of union reaction is -- might be in SAS itself, I think you were alluding to KLM and Air France there. So SAS union will be good.

And then just maybe remind us if there's any structure in place or options on going to full 100%, which I suppose follows on from a Danish State question. And if that's possible and if -- on what time line?

Steven Zaat   CFO

James, let me start. So on the regulator, we didn't discuss yet with the EU. So we are now going to apply for it. We were fully, let's say, in a minority share position. So we could not do a lot on that side. So we will now apply for this process and it will start from today.

Then on the -- there are no options on the Danish State. If you look at what was the original setup, we actually didn't change any conditions with the Danish State. So it is exactly as the plan we envisioned that they will stay as a shareholder in the capital and that we will, let's say, drive the rest.

So we drive the business, and they will have a strategic share as the state, but we didn't change anything on the conditions between us in the Danish State and there's no option to buy the shares.

Benjamin Smith   CEO & Director

And James, on the SAS union reaction, we have not been -- well, Air France-KLM management has not been in direct contact with the SAS unions. But from what we understand from SAS management is that the employees and the unions at SAS view this transaction in a very positive way that this opens up opportunities, that they know that we are looking to grow SAS and that there is a strong support and respect for Air France-KLM as a long-term player.

So nothing as of yet that could be viewed as negative or concerning to us from a labor perspective. This they view as a security -- or a greater security for their future going into bankruptcy, but obviously quite concerning for them in the past.

Operator  

I think that, that answers the question for James. We will now move to Jaime Rowbotham of Deutsche Bank.

Jaime Rowbotham   Deutsche Bank AG

I was just going to come back, if you don't mind, on the price that you'll potentially pay. So you paid, I think, $150 million for 20%. Should we assume roughly another $300 million for another 40% or could it be significantly more, given the success of the tie-up so far and given this will give you control?

And maybe just following on, I think, Steven, you were trying to give us some clues there talking about current EV/EBITDA multiple. Could you just remind us roughly of the EBITDA of SAS, and importantly, tell us how much net debt the business has, please?

Steven Zaat   CFO

Jaime, I will take both questions. Let's say, the original price has nothing to do with the price, which we are going to pay. So as I already explained, it is based on the EBITDA, based on the market multiple. So there's no premium in for the fact that we get the majority of the shares. And then we deduct, as you all do, let's say, on your day-to-day job, the net debt.

So it is exactly that formula. It is based on the market. You know that the multiples in our industry are not fantastic, and it includes also our multiple. So that is the value. And I cannot disclose the EBITDA margin of SAS because I'm just a minority shareholder. Of course, our clean teams did a due diligence. But I cannot disclose that, but I can tell you it is close to ours.

Jaime Rowbotham   Deutsche Bank AG

And net debt?

Steven Zaat   CFO

And the net debt, I'm not going to disclose here, but they come out of a restructuring, as you know. So you know their numbers, and it all depends at the end of how much cash are they going to generate in the coming period.

Operator  

We will now move to Andrew Lobbenberg of Barclays.

Andrew Lobbenberg   Barclays Bank

Congratulations. This is exciting news. Can I just try a little bit more, following on from where Jaime was. In terms of the EBITDA that would go into the calculation for the price, can you tell us what year that would be? Would that be '26? Would that be an average of '25-'26 or some kind of an average looking to the future as well?

And then just [indiscernible] are you in terms of timing of getting them into [indiscernible]?

Steven Zaat   CFO

Andrew, you had a very bad line. So the last question, can you repeat that one?

Andrew Lobbenberg   Barclays Bank

Of course. Sorry. When do you think you'll be able to get SAS into the joint venture on the North Atlantic?

Steven Zaat   CFO

Okay. I think that's a very good question. Let's first start the EBITDA, EBITDA of the year that we closed. So it will be the average of, let's say, the year that we closed. So let's say, as we are aiming to do it in the second half of 2026, it will be mainly the 2026 number.

On the JV, yes, of course, we need to -- we will apply for the JV when we have, let's say, sight on the merger control. And it all depends on, let's say, the fastness of the DOT in the U.S. And as you know, that is difficult to control.

We went to the DOT with our Blue Skies agreement in the past, and it took, I think, by heart, something like 1.5 years at the moment. But we have good discussions with Delta. We have fully a joint vision to integrate them in the JV. So we are very well prepared, and we're already working together, of course, as you know, with codeshares also with Delta.

So we have it all in place and we will go as fast as we can, but we have the limitation of that. I cannot give any guidance on timing of the DOT in the U.S.

Operator  

We will now move to Antoine Madre of Bernstein.

Antoine Madre   Sanford C. Bernstein & Co.

I was just wondering, you point to gap reduction. So what specifically are the largest area where SAS is not reaching its potential? And how will you close the gap with peers?

Benjamin Smith   CEO & Director

Quite a few areas. First off is definitely long haul for the size of the market and the yields coming out of that market, 12 long-haul airplanes is quite small. Just to give you order of magnitude, we've got 65 long-haul airplanes based in Amsterdam, and we have over 120 based at CDG in Paris.

And if you look at the market sizes, in particular, the Netherlands versus Sweden and Denmark and to a little bit of extent, Norway, you can see that there's a disproportionate amount of the traffic is being flown by other airlines.

And then if you look at the geographical position of Copenhagen, it is very attractive for connecting passengers between Asia and the United States and North America. So you can actually save some time, which obviously makes it deeper for us to operate and is a very interesting customer promise. So long haul, very interesting.

Also, what we like is that the Danish State, their policy towards aviation is quite favorable. They've recently made adjustments to the main runway there so that there are no restrictions around movements or time-of-day curfews. The Danish State has bought the terminal or the airport, and the strategy of the airport and the capital expenditure plan is aligned with any hub airline that wants to base itself there. So the airport will be well designed for connection whereas today, it's not 100% optimal, so that will make the airport more competitive.

And then SAS has not benefited from being part of any joint venture. So the Star Alliance, A++ joint venture between United, Air Canada and Lufthansa, SAS has not been part of that. So they have not benefited from U.S. point-of-sale strength with United as well as the additional help by Lufthansa Group in Europe. They've been in a big disadvantage in the biggest and most profitable market. And this, again, is another big opportunity for us now that we'll be eventually integrating them into our group.

And then as Steven mentioned, the base of local traffic is producing very, very high yields. And when you look at that region, Belgium, Netherlands and then Scandinavia, this is a very big difference to what the Belgian market and the Dutch market are able to produce on a local basis.

So those are some of the big highlights that we're looking at. So I would say it reduces the unknowns. We're not having to go create new traffic. There's opportunities to regain share that we or that SAS had lost over the last few years because they didn't have the necessary tools in terms of sales strength outside of Copenhagen or outside of Scandinavia.

And also the product, SAS has just introduced a true business class product in Europe where it didn't have that before, and that's proven to be successful for them.

Operator  

Antoine, does that answer your question, sir?

Antoine Madre   Sanford C. Bernstein & Co.

Yes. Yes, I was more wondering about the unit cost, the CASK reduction and where SAS can close the gap where it's not reaching its potential, but very interesting on the unit revenue.

Benjamin Smith   CEO & Director

Yes. On the unit cost side, coming out of bankruptcy and the transformation they've done to date, I mean, unit cost improvement versus what they had before going into bankruptcy and before COVID when it was part of the business plan, it used to perform better, and they've been performing at or better than business plans. So we're quite happy with the unit cost development.

Steven Zaat   CFO

And of course, we see even deeper opportunities. If you go to one sales organization, of course, that saves automatically cost. If you go to one IT system, you save tremendous costs. If you're going to discuss with the distribution channels, you save tremendous cost. If you move all your operational accounting to one place, you save tremendous cost. So we have seen that in all these airlines groups where we drive a lot of cost savings by just doing things altogether at one place.

Operator  

[Operator Instructions] We'll now go back to Jarrod Castle of UBS with a follow-up question.

Jarrod Castle   UBS Investment Bank

Last question from me, I promise. Just thinking about TAP or any other airline if it came up for sale, if you would consider it now? Or does 3 hubs, is that enough, I guess, is the question?

Benjamin Smith   CEO & Director

Thanks, Jarrod. No, this has no impact on what may take place in other markets. As we stated, the Iberian Peninsula is interesting for us, the geographical location and access that TAP provides to Latin America, in particular. Brazil is of interest if the conditions are interesting for us because, as you know, with the multiple changes of government in Portugal, the process has not restarted, the sale process of TAP, and so that what we understand is going to restart rather quickly. And when we better understand what the Portuguese State is looking for in terms of ownership stake and commitments, we'll make a decision whether we participate in that sale.

Operator  

[Operator Instructions] We do not appear to have any further questions. I turn the call back over to Mr. Ben Smith for any additional or closing remarks. Thank you.

Benjamin Smith   CEO & Director

Okay. Thanks to all of you who are on the call today. I appreciate your questions, and have a great day.

Operator  

Thank you very much. Ladies and gentlemen, that will conclude today's conference. Thank for your attendance. You may now disconnect. Have a good day, and goodbye.