Adecco Group AG
SIX:ADEN
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Good morning, and thank you for joining us for this call. With me today are Adecco Group CEO, Alain Dehaze; and CFO, Coram Williams. We will first review our Q2 results and then turn to today's significant announcement, the acquisition of AKKA Technologies. Following these prepared remarks by Alain and Coram, we will open up the line for your questions.But before we begin, I would like to draw your attention to the information on Slide 2. On today's call, we will be referencing both GAAP and non-GAAP financial results and operating metrics. This conference call will include forward-looking statements, which are based on assumptions as of today and are therefore subject to risks and uncertainties.With this said, here's Alain.
Thank you, Benita, and a warm welcome to everyone on our call. We have 2 important developments to share with you today.First, our quarterly results. The second quarter performance was strong. Revenues rebounded aided by the base effects from Q2 2020, which was the quarter most impacted by COVID lockdowns. The group continued its strong recovery from the COVID-impacted lows, achieving excellent gross profit growth and gross margin development with a best-in-class EBITDA margin. Second, this morning, we announced the acquisition of AKKA Technologies, and we will spend most of the time on today's call sharing the compelling strategic and financial rationale for this transaction before moving to Q&A.I would now like to hand over to Coram to discuss the quarterly results.
Thank you, Alain, and good morning, everybody. Before I come to the results, I think it's worthwhile to provide some context around the many actions the group has taken in the past couple of years that underpin the results we delivered in Q2 and help explain why revenue growth developments have differed from gross profit dynamics.Firstly, we made net divestments, selling assets that were no longer best suited to the Adecco Group. For example, Soliant, Vendorpass and the exit of several smaller countries where we thought the opportunity was limited.Second, adjustments were made to select payrolling type contracts, enabling these activities to have revenues recognized on a net basis. These are contracts where Adecco does not provide staffing services. Rather, the client provides Adecco with employees to manage from an HR perspective. A net revenue recognition approach provides a truer representation of the reality of these contracts, improving the quality of revenues, but also reducing reported revenues over the period.Third, the group took the tough decision to selectively exit lower-margin activities where a path to improvement was not evident, for example, in India. These decisions have reduced the group's top line by around EUR 1 billion on a cumulative basis over the 2018 to 2021 year-to-date period. Importantly, the group maintained its market share through this period. At the same time, the group secured sector-leading gross profit developments, which reflect structural improvements in the portfolio.Gross profit margins expanded 80 basis points between 2018 and 2020 with around 40 basis points coming from these strategic choices. This has translated into tangible benefits for investors in terms of balance sheet and cash flow generation, including the group's ability to maintain its dividend throughout the crisis.With this context, let's turn to Slide 5, which provides an overview of the Q2 results. The group delivered strong revenue growth of 29% year-on-year, approximately 5% below 2019 on an underlying basis and showing robust sequential improvement. Gross profits were up 39% year-on-year and are now broadly in line with 2019 levels. All business units contributed led by Adecco, where gross profit was up over 50%. The gross margin was strong at 20.1%, up 140 basis points organically year-on-year. The group delivered a best-in-class EBITA margin of 4.5%. Our focus on strengthening the portfolio, improving mix and sustaining operating discipline all contributed. And we ended the quarter with a strong cash flow development and balance sheet.Let's now look at the results in more detail. Revenues of EUR 5.3 billion were up 29% on a trading day adjusted basis. The group delivered strong growth across all global business units, reflecting the bounce back in activity from Q2 2020 which was heavily impacted by COVID-19. EBITA, excluding one-offs, was EUR 237 million with a margin of 4.5%, up 270 basis points year-on-year. The improvement was driven by both gross margin strength and a robust recovery in productivity as we capitalized on revenue growth while maintaining cost discipline. Cash generation was robust with cash flow from operating activities of EUR 112 million. Compared to the prior year quarter, which benefited from a large working capital inflow linked to the sales decline, cash flow reflects a more normalized level for this point in an economic recovery. DSO was 50 days in Q2, down 4 days year-on-year, continuing the positive trend. And the balance sheet remained very strong with a net debt-to-EBITDA ratio of 0.5x at quarter end, reflecting the usual Q2 increase linked to the dividend payment in April.Let's turn to Slide 7. Adecco's global revenues were up 33% on a trading day adjusted basis. Many segments, including Southern Europe and EEMENA, as well as several countries, including Canada and Japan, are now above or well above 2019 levels in revenue terms. On a sector basis, the business saw particular strength in logistics and manufacturing. Automotive activity is improving from a low level. The sector remains challenged in the short term by chip shortages, creating a headwind for Adecco that may last for several more quarters.EBITA, excluding one-offs, was EUR 201 million with a margin of 4.7%, up 290 basis points year-on-year. Margins were supported by business and country mix. First, Adecco expanded the proportion of revenues coming from higher-margin service lines, such as outsourcing and training. Second, it reflects the selective exit of certain contracts where we viewed returns as unattractive. Margins were also driven by good pricing and cost discipline and the absence of one-off COVID-related costs that impacted the second quarter of 2020. Adecco made focused investments in sales and digital during the quarter. And with growth momentum steadily improving, Adecco will continue to invest to leverage that growth in a disciplined and selective way.Moving to Slide 8, which shows the performance of Adecco at the regional level. You can see that our strong performance in Southern Europe and EEMENA continued. While in the DACH region, revenues for Germany were up a very strong 46% with the turnaround continuing to drive strong margin improvement. However, in the interest of time, let me focus on France and the Americas.In France, revenues were up 61% year-on-year. Highlights included the flexible placement business, which did well in the logistics and manufacturing sectors and saw good growth in perm, outsourcing and training. In other areas, above-average exposure to automotive, retail and hospitality and lower exposure than competitors to construction hindered progress. In the Americas, Latin America was again very strong, up 42%. North America was up 9% with the U.S. market growing similarly. The growth was impacted by talent scarcity in the market as well as its exposure to more challenged sectors, such as automotive.Management has continued to implement its turnaround plan during the quarter. But as we said earlier this year, we expect it will take some time to fully deliver. Improved mix, pricing discipline and operating leverage drove EBITA margins above precrisis levels. Let's turn to Slide 9 and Talent Solutions, which comprises our LHH, General Assembly, Professional Recruitment and Pontoon brands. Revenues were up a healthy 21%. Revenue from the countercyclical LHH business were 3% higher year-on-year with career transition continuing to slow on a sequential basis as the global economy recovers. Conversely, Professional Recruitment was able to capitalize on the recovery in permanent placement and recovered significantly, approaching 2019 levels with notable outperformance in the U.S. market. Talent Solutions' margins reached 9.6%, up 220 basis points year-on-year, reflecting positive mix. The business continues to invest to develop its market-leading digital solutions, Ezra and Hired, both of which made great progress in the quarter.Moving on to Modis, our technology solutions business, on Slide 10. Q2 revenues were up 12%, led by higher-value consulting activities which were up 14%. Alongside the acceleration in technology consulting, there was notable improvement in the U.S. led by tech talent services as the business continues to successfully reposition towards talent-scarce Smart Industry fields. The EBITA margin of 6.5% was 120 basis points higher year-on-year. Margins mainly benefited from mix and improved bench utilization. Moving to Slide 11. Let's return to the group's results, this time considering gross margin developments. The expansion in margins is aided by the absence of onetime COVID-related costs, which in Q2 2020 had a 40 basis point negative impact. This aside, on a year-on-year basis, flexible placement had a positive impact of 130 basis points, reflecting good pricing, better mix and the continued approach to selectively exit lower-margin activities. Permanent placement had an 80 basis point positive impact from 30 basis point negative impact in Q1 2021, capturing an unprecedented pace of recovery at this point in the cycle. However, the strength in perm was largely offset by career transition, which had a 70 basis point negative impact. Overall, gross margin performance was strong, up 130 basis points in reported terms and up 140 basis points organically.Let's move to Slide 12, where on the left-hand side of the slide you can see the SG&A development relative to sales and gross profit. The business has continued to manage SG&A effectively, delivering a productivity ratio, gross profit per FTE, that is 22% higher organically in the quarter. The conversion ratio reached 22% from 10% in the second quarter of last year, organically and excluding one-offs. And the organic drop-down ratio, meaning incremental gross profit converted into incremental EBITA, was 56% in Q2, a strong result.Coming now to the Q3 outlook on Slide 13. Revenues in Q2 '21 improved sequentially, reflecting the easing of COVID-related restrictions. The group expects trading conditions to further improve in Q3, driving strong year-on-year development assuming limited impacts from the Delta variant as vaccination campaigns continue. In line with previous guidance, the group aims to achieve a drop-down ratio of approximately 50% for the full year in 2021. Given that the drop-down ratio in the first half was above that level, influenced by the prior year base effect, we expect that the drop-down ratio will be below 50% in the second half of 2021. Selective investments in areas of growth as the economy normalizes and the absence of certain onetime benefits received in H2 2020 will also be reflected in the H2 2021 drop-down ratio. And with that, I'll hand back to Alain.
Thank you, Coram, and thanks to all our global colleagues for delivering another quarter of strong results. Let's return to our strategy on Slide 15.With Future@Work, the group has developed distinct strategies for the 3 global business units: Adecco, Talent Solutions and Modis. For Adecco, focus is on market share, cost leadership and differentiated services with a digitized omnichannel strategy driving superb client and candidate experience. In Talent Solutions, the business will drive growth by addressing the end-to-end skills and transformation needs of its customers, bringing together the complementary strengths of the various brands. With Modis, the plan is to build a market leader in technology consulting focused on Smart Industry. And today, the group takes an important step forward, announcing the acquisition of AKKA Technologies. This transaction is in full alignment with the strategic commitment for Modis and to invest in faster growth, higher-margin segments. It strongly progresses the focused approach to value creation through the global business unit structure that came into effect at the start of this year. Moving now to Slide 16. The Adecco Group has agreed to acquire AKKA Technologies. AKKA will be combined with Modis, creating the global #2 player in the engineering, research and development services market and a powerful platform from which the business can drive future Smart Industry leadership. The acquisition represents a major development in the execution of Future@Work, delivering on our ambition to truly differentiate. And the transaction provides a strong value creation opportunity, being both growth and margin enhancing and with significant synergy potential. Let's move to Slide 17 to look at this in more detail. This acquisition is compelling, both strategically and financially. The 2 businesses strongly complement one another in terms of capabilities and geographic presence. Together, they will provide a balanced exposure across all key Smart Industry markets, leverage into higher-growth sectors and a differentiated end-to-end services offering. For the Adecco Group, the transaction accelerates diversifications towards high-value, technology-led services in less cyclical markets while reinforcing the strength of our unique solutions ecosystem. The 3 global business units will be recognized market leaders. And for AKKA and its engineers, there will be ample opportunities to benefit from cross-business synergies and our extensive customer base. The transaction will be margin-enhancing and earnings accretive from year 1 and EVA positive in year 3. Importantly, the group's capital allocation policies are unchanged, including our progressive dividend commitment. Now I briefly hand back to Coram to summarize the financial terms.
Thank you, Alain. So coming to the financial terms of the transaction. The Ricci family and CNP, which collectively owns 60% of AKKA's issued share capital, have irrevocably undertaken to sell their shares to the Adecco Group. Mauro and Jean-Franck Ricci, who hold 33.1%, will receive EUR 42 per share in cash plus EUR 7 per share in new Adecco Group shares. CNP and other Ricci family members, who collectively hold 26.8%, will tender for EUR 49 per share all-in cash.Subject to obtaining all regulatory approvals and the closing of the first stage, where Adecco Group becomes the controlling shareholder of AKKA, a mandatory tender offer will be launched for the remaining AKKA securities at EUR 49 per share all-in cash. Total consideration of EUR 2 billion in enterprise value represents an EV-to-EBITDA multiple of 10.6x based on 2022 consensus estimates. To finance the acquisition, the Adecco Group will issue approximately EUR 1 billion of new senior bonds and a EUR 500 million hybrid bond in addition to the use of some of the group's cash balance. Further, Adecco Group will offer new ordinary shares to raise up to EUR 350 million. This placement includes new shares to be issued to the Ricci brothers as part of the agreed terms.As mentioned previously, our progressive dividend commitment remains unchanged, as do our leverage targets and strong investment-grade rating. However, given this announcement, the share buyback program is now placed on hold. Closing of all stages of this transaction is anticipated by the end of H1 2022.And now, back to Alain.
Thank you, Coram. And let's now discuss the huge potential that this landmark merger unlocks for AKKA and Modis. Starting with Slide 20. The combined business will strategically focus on the Smart Industry. But what do we mean by this? The Smart Industry is where IT and engineering technologies converge into a digital and connected world. For example, factories are becoming smart, moving from traditional automation to fully connected and flexible systems. A constant stream of data from connected operations and production systems allow the systems to learn and adapt. The result, more efficiencies, more productivity and enhanced competitiveness. Or in the automotive industries, cars are becomingly -- are becoming highly sophisticated, constantly connected, computers on wheels and yes, smart cars produced by smart factories. Our focused solutions and value-added services are specifically targeted to support our customers on their digital journey. The pace of technological disruption and rising sustainability ambitions requires huge investment. The global ER&D services market is worth approximately EUR 80 billion, and a growing share of spend is outsourced to suppliers AKKA and Modis. This helps Smart Industry players shorten innovation cycle and address talent scarcity. Spend for ER&D services is forecast to grow by 6% to 8% in the medium term with the digital element anticipated to rise in double-digit terms. So the combination of AKKA and Modis will create the global #2 in this attractive market with EUR 3.7 billion of revenues.At present, the market is highly fragmented. However, mirroring the trends elsewhere across the group, the importance of skill is increasing as customers look for strategic partners to accelerate innovation and digital transformation. The 2 businesses strongly complement one another with AKKA offering best-in-class ER&D services and valuable expertise in innovative technologies, such as artificial intelligence, data analytics and autonomous driving, and Modis offering deep IT and digital engineering capabilities, including in cutting-edge technologies such as IoT, data and cybersecurity. Together, the business will have 50,000 engineers and digital experts supporting more than 10,000 customers. Turning to Slide 24. The combined business will have a worldwide presence with activities in over 30 countries. In regional terms, revenues will be balanced: approximately 30% from North America; 50% from EMEA, particularly France and Germany; and 20% from APAC, mainly Japan and Australia. The world's leading companies are increasingly seeking trusted partners with global presence and capabilities. With a truly global footprint, AKKA and Modis can capture a share of the market growth in all regions, focusing on the accelerating demand for digital engineering, which is forecast to grow by 18% in the medium term. On Slide 25, you can see that the combined business will have a well-balanced industry profile. Approximately 40% of revenues will come from mobility sectors with -- while software and technology will be the second largest sector. Further sector strength will be in financial services, industrial manufacturing and the environment and energy sector. AKKA and Modis will therefore have improved exposure to the largest and highest growth sectors for ER&D globally. As a result, the group expects AKKA and Modis to grow at the upper end of the 3% to 6% range that was previously announced for Modis on a stand-alone basis with potential for growth accelerating beyond this as the aerospace industry's recovery gains traction.Let's turn to Slide 26. The combined business will be differentiated by its end-to-end services, working alongside customers through the full life cycle of their products from design to prototyping and testing. The business plans to expand offshore centers which are increasingly used by customers as both a value-added and cost-efficient way to innovate and digitize. The Tech Academy will provide a distinct service, which is in high demand, helping customers close essential skills gaps by delivering market-leading up and reskilling programs. Finally, the group's wider ecosystem will provide exciting new opportunities for both our tech experts at Modis and AKKA's talented group of engineers. We can combine technology solutions with our workforce and Talent Solutions as part of a truly unique service offering.Moving to Slide 27. We are pleased to announce that the combined business will be led by Jan Gupta, the current President of Modis. The Ricci brothers are committed to supporting AKKA and Modis through the upcoming transition period. Jean-Franck Ricci will become Chair of the Customer Advisory Board of the combined business, and Mauro Ricci will serve as a special adviser to myself as CEO of the Adecco Group. And as the businesses come together, the management team will look to deliver a positive outcome for all our stakeholders. To this end, an integration team has been put in place to ensure day 1 readiness and effective governance of the integration processes, focusing on delivery of synergies, business targets and talent management goals. Our people are at the heart of this business future success.I would now like to hand over to Coram to talk about the strong value creation opportunity that this transaction delivers for Adecco Group shareholders.
Thank you, again, Alain. At the core of the Future@Work strategy was the shift to 3 global business units: Adecco, Talent Solutions and Modis, aimed at enhancing focus, reducing complexity, improving resource allocation and aligning with end markets. For Modis, we specifically targeted building a market leader in engineering R&D services focused on Smart Industry. The announcement today accelerates our strategy and achieves that goal as an investment in faster growth and in the mix shift towards a higher-margin segment. That increases our confidence in our new through-the-cycle margin corridor of 3% to 6%.Let's turn to Slide 30. This is an acquisition that provides clear diversification and differentiation benefits to the group. First, portfolio mix will improve. Technology solutions will contribute 17% of group revenues, up from 11%, and the proportion of profit in higher-value segments, which includes Talent Solutions, will be over 40%. Second, the group's earnings quality and resilience will be improved. This is due to the long cycle nature of ER&D services, which involve multiyear projects for customers that invest in innovation to retain market leadership even in recessionary periods.Third, the acquisition is strongly EPS accretive and margin enhancing in year 1. The strategic focus on Smart Industry, where operating margins are normally around 10%, is expected to drive further margin benefits going forward. The combined business will operate at enhanced scale and will strengthen the wider Adecco Group ecosystem. It will provide new and exciting opportunities as all 3 global business units will be recognized market leaders. Moving to Slide 31. We expect AKKA and Modis to deliver significant synergies. The group has identified in excess of EUR 200 million of revenue synergies on a recurrent run rate basis with limited customer overlap between Modis and AKKA and the combined business able to capture a larger slice of project value. On top of revenue synergies, the group anticipates EUR 65 million of cost synergies on a recurrent run rate pretax basis. While the group will continue to invest in growth and talent, there are opportunities to optimize real estate, reduce duplication in general and administrative costs and to improve the utilization rate of engineers.The vast majority of synergies will be captured by the end of 2024 or year 3 of the 5-year synergy plan. To deliver the synergies, the group estimates onetime integration and implementation costs of approximately EUR 120 million on a cumulative basis. These costs will be front-end loaded. We expect the acquisition to be strongly earnings enhancing with mid- to high single-digit EPS accretion in year 1 and double digit in year 2 as well as being EVA positive in year 3.Moving to Slide 32. The group's capital allocation policies are unchanged. We will continue to balance organic investment, M&A and distributions to shareholders to maximize shareholder value creation. We're firmly committed to paying a progressive dividend. We paid it throughout the recent crisis, and our expectation is to keep it at least in line with this year's CHF 2.5 per share distribution and then grow it with earnings.Regarding future M&A, our policy is also unchanged. Management will consider transactions that accelerate the strategy, drive cost and revenue synergies and that are EVA positive within 3 years. Whilst we placed the current share buyback program on hold, we remain a highly cash generative business. We have a clear path to delever and as such, retain our intention of returning excess capital to shareholders in the future if this creates the most value. Returning to the transaction. Slide 33 provides an overview of the timetable, subject to regulatory and antitrust approval processes. The group will acquire a controlling stake in AKKA in early 2022, at which point we can begin integration. The mandatory tender offer is likely to be launched around the end of Q1 2022 with closing of the acceptance period by the end of H1 2022.And with that, I'll now hand over to Alain once more.
Thank you, Coram. To summarize, we are very pleased to have announced today this landmark transaction, creating a global Smart Industry leader in the engineering R&D services market. This acquisition materially accelerates the Future@Work strategy, delivering on the group's ambitions to truly differentiate, and transaction provides a strong value-creation opportunity for all stakeholders.And with that, we are happy to open the line and take your questions.
The first question comes from Paul Sullivan from Barclays.
3 for me and sorry if it may be sort of multipart as well. So apologies for that. But firstly, just on the results, can you talk about the sort of third quarter, second half margin implications? And just to be very clear, the 50% drop-through you're talking about implies minimal second half drop-through. So what are the implications of that on the SG&A? And then any follow-through that we should be thinking about on organic revenues as we go through the second half into next year? That's the first question.And then secondly, on the deal, AKKA looks to be sort of riddled with restructuring charges in the past. Can you comment on your due diligence and the sort of the integration risk that you're taking on here? And any changes to revenue recognition or other accounting changes you may need to make? And then secondly, could you give an example of, say, a typical contract, say, in auto? And can you talk about the contract and execution risk, again, you're taking on here? And the long cycle resilient comment is interesting, but margins collapsed last year. So how do we square that?
Good. Okay. Paul, I will pick up the point about drop-down ratios and what we think we'll see in terms of growth in Q3. I think then Alain and I will both address the second question about due diligence, integration restructuring and I'll pick up the point about long cycle at the end. On the results, in terms of the drop-down ratio, I mean, we are absolutely clear, and I think we have been all the way through, that we are aiming for 50% for the full year and we're on track on that. As I think I've said on previous calls, it does move around quarter-by-quarter depending on the revenue development, depending on what happens on gross profit and also depending on the phasing of cost going back in. To your point, H1 was higher. And therefore, mathematically, H2 will be lower. I think there are a couple of reasons for that.Firstly, in the second half of last year, as you know, we had a very strong recovery ratio, which means by definition, there's actually less in the recovery that you are then dropping down through the drop-down ratio. Two, we had some one-offs in Q4 of last year, which we mentioned at the time. They were particularly driven by subsidies. It was around 40 basis, I think you'll remember from Q4. And thirdly, there will be some investment. But to be clear, it will be selective and it will be disciplined, I think the way that we've managed this all the way through the crisis. So absolutely committed to the 50% for the full year, but as you know, it moves around quarter by quarter.In terms of the revenues going into Q3, we've seen improvement through Q2. It was, as we highlighted in our outlook for Q2, relatively modest because a lot of the restrictions, particularly in our key markets, were still in place and were only lifted towards the end of the quarter. Because of the way that the comps move around, the best way -- particularly to 2020 given what happened in Q2 of last year, the best way to think about this is to compare to 2019. And we saw just over 1 percentage point of improvement in the quarter versus 2019, and that puts us at minus 5 for the quarter. I think given that the restrictions have eased, given that the vaccination programs have gained momentum in a number of the key territories, I think we'd expect that to accelerate modestly. So we would see further improvement in Q3, a little bit more momentum than we've seen in Q2. And obviously, year-on-year growth in Q3 will be strong given the comparatives.So I hope that gives you a sense about how to think about drop-down ratio and revenues, and I'll hand over to Alain for the second point.
Yes. Thank you for your question, Paul, on this deal. First of all, I would like to say, first, that the acquisition of AKKA is exactly or as exactly the profile of acquisition we were looking for and that we have been -- or we will be acquiring this asset at a price that is really materially value accretive, and you have heard the figures from Coram. Now coming to your question, definitely, we have done our homework with very detailed due diligence, not only financial, legal but also commercial due diligence. So [ true ] analysis. And by the way, we have started immediately in the due diligence, the integration process because we are convinced that the most successful integrations are the ones that are starting long before, I would say, the closing and the filing. And that's exactly what we have done with already a team, a framework, a governance regarding this integration.Now we have seen also through the due diligence that the 2 companies are very complementary, complementary on the geographical scope with a strong presence in Europe for AKKA, strong presence in automotive and aerospace and engineering, especially engineering; and on Modis, strong presence in the U.S., strong presence in Japan, in Australia, in APAC, less presence in Europe and strong capabilities in IT. And as I was mentioning in the presentation, the Smart Industry is about the convergence of IT engineering into integrated solutions. So combining those territories and capabilities makes us really a very strong asset. And as I said, we will have then 50,000 engineers and digital experts, and we will become the #2 in this market, Smart Industry, which is growing fast.Again, on the execution risk, before I leave the floor to Coram for some elaboration, execution risk is about really planned structuring, preparing and anticipating the integration. And I must say, the work has started from today. For sure, we have 6 months to wait, probably 3 to 6 months to wait, before we can start really to implement all the actions we have planned. But we are starting today to make sure that we deliver a best-in-class integration.
And I'll say a word or 2 in addition on that second point and then pick up on this piece around long cycle and derisking. We've obviously, as Alain said, done a lot of diligence on this, and we think the intrinsic value of this company is not reflected in the share price. You're right. There has been restructuring. I think that has been in response to exceptional circumstances that they faced during the crisis, and there's also relatively high leverage. Clearly, when you go beneath that and we look at our plans, we look at the synergies, the way in which we plan to integrate the businesses, then actually, in financial terms, this is very strong. It gives us access to structural growth. It's margin enhancing from year 1. It's EPS enhancing, mid- to high single digits in year 1, double-digits year 2 and it's EVA accretive in year 3. So we think this is, as we've explained, strategic operationally and financially strong.On the question of long cycle and the derisking, I think you have to say that 2020 was an exceptional confluence of events, particularly in aerospace. It is highly, highly unlikely that, that would occur again, and the underlying nature of the business is long cycle. It's about long-term projects, customers investing in R&D particularly as they undertake the kind of transformation that they're currently undertaking in the automotive space, but also will have to do in the same way in the aerospace space and that makes it resilient. That is what we've seen in our Modis business. And we believe through a more conventional type of recession, that's exactly what you'd see in this business as well.
And to close this question on the deal, I would say that not only the Adecco Group sees a great opportunity in this combination, but also the 2 founders of this company. The 2 Ricci brothers have really put skin in the game. You have seen that part of the proceeds will be in shares. So they are convinced that this will create value. And not only convinced, but they will also support us to realize this value both in the role, the one as the Chairman of the Customer Advisory Board and the other one as the special adviser to myself, to make sure that this integration is a great success.
I think there might also have been a sub question, Paul, about the automotive sector within your questions. I think what's clear there is that, a, that sector is coming back. We've actually seen it in our own Adecco numbers where it is up strongly. There are short-term production and supply chain challenges around chips, but the underlying demand is coming back. And I think as we talked about in the presentation, the key point about this sector is the level of transformation that it is having to undergo itself, particularly in the type of products that it produces. And that's exactly the opportunity that we see for the combined AKKA and Modis business. It's about turning cars into connected, smart vehicles, and that is exactly where the expertise of this business sits. It's what drives our confidence in the 6% to 8% growth in the sector, and it's why we think that our own growth will be at the top end of our previous guidance.
Thank you for your questions.
The next question comes from Anvesh Agrawal from Morgan Stanley.
I just got 3 questions, please. First, on the result -- a couple of them on the result. So first, on the -- if I look at the exit rate in June, that implies that probably the business is running 9% below 2019 level given June last year was down minus 26 and you're at 23 now, which is sort of different from the underlying progression, which is 5% below 2019. So can you please explain the difference? And then you said that there's about a EUR 1 billion impact since 2018 from things like changes in the accounting and exiting of the low-value contracts. Can you quantify that since 2019? Because that's the level everyone is comparing to, or if you exclude those, where the business would be versus 2019. And then finally, just on the deal, again, can you just give any more color on the synergies really in the cost side of the EUR 110 million of integration costs? Is it mostly getting rid of the leases earlier or [ a little ] massive restructuring involved? And any more color how sort of you got to that number of EUR 65 million synergies would be very helpful.
Okay. Let me pick up on each of those, and I'm sure that if Alain wishes to add, he will. Just in terms of the exit rate, I think you have to be wary of looking at this on a month-by-month basis because there's a lot of noise in the comparatives given the rate of the decline in Q2 2020 and the way in which that the sales volumes and values moved around at this stage last year. So the way that we are thinking about it and I think the most helpful way to think about it is to focus on the quarter, quarter 2 versus 2019, and that is minus 5%. What we saw in the quarter was that, that improved by about 1%. So implicit in that is that in Q1, we were about 6% down on 2019.And I think because, as I mentioned in my response to Paul, because of the way in which restrictions are being lifted, we would expect that 1 point movement to accelerate slightly, a bit more momentum going into Q3. So I think [ home in ] on that is the most straightforward comparison. Remember also, not only are there big movements in the comparatives in 2020, but there's quite big trading day adjustments between the months in '19. So again, focus on minus 5% versus '19 in 2021 and some improvement in that going forward into Q3. In terms of the changes that we've highlighted, the strategic choices, I felt it was really important to highlight the things that we've been doing because there's been a lot of work in improving the quality of the revenue base and the quality of the earnings. And as you can see, it has driven the gross margin up. There's also underlying improvements in gross margin, but it's clearly been a part of that. In terms of the EUR 1 billion, about EUR 400 million of it comes from divestments, about EUR 400 million of it comes from net revenue recognition and about EUR 200 million of it comes from contract exits. And in terms of your question versus 2019, then that's already built into the minus 5%. So we've adjusted it for those strategic choices, and it's about 2 points.On the synergies, and I'll touch on both the synergies and the costs, in terms of where we get them from, on the cost side, we've guided to EUR 65 million over the 5-year period. About 85% of that will come in by year 3. That's EUR 55 million. And there are really -- there are a number of areas where we expect to get it from. Duplication in general and administrative costs is a key part of it; real estate footprint, which we would expect to streamline and reduce; and also greater utilization of engineers. Those are the kinds of areas where we get the cost synergies from. And in terms of the costs of EUR 120 million, there's a variety of things in there. Some of it is about the real estate optimization. Some is about the investment that we have to make in IT and platforms as we bring the 2 businesses together, and some potentially will be on severance. So I hope that gives you an idea.
Thank you for your questions.
The next question comes from Suhasini Varanasi from Goldman Sachs.
I just have a couple, please, just to elaborate a bit more on the acquisition of AKKA Technologies and how it fits in with your strategic revenue and profit mix medium to long term. I suppose 5, 10 years from now, should we see Adecco more as -- I mean, with equal parts coming from staffing, Talent Solutions and Modis? How do you see the revenue mix change in that? That's the first question on profit mix. And the second one, in terms of the additional share capital that you're going to issue for the acquisition, at what point should we expect it, please?
Sure. I'll...
I start perhaps with the strategic rationale and your first question, and then Coram will take the second one. You are perfectly right. First of all, this transaction will allow us to build 3 different global leaders in their field: Adecco in the workforce solutions, LHH in the Talent Solutions and now the combination of AKKA and Modis in the Tech Solutions. If you already project ourselves post this transaction, you will see that already 40% of the operating profit will come from the activities outside workforce solutions, outside Adecco. And as we were mentioning also in December during the Capital Markets Day, Adecco is mainly a transformation case, digitization, creation of an -- putting in place an omnichannel strategy, but it is mainly an organic play. For Talent Solutions and for the Tech Solutions, we have always said that we were seeing their opportunity to do also some external acquisition.I would say that the attraction of also of this transaction with AKKA is that we are developing ourselves in a high growth, highly profitable and late cyclical activities. And if you look at some of the peer groups of AKKA and Modis in this industry, you will see that pre-COVID, we were in the kind of double 10 area: 10% growth on a year-over-year basis and 10% [ EBITDA ] range. And so that's what -- for sure, this is not the stage today because we are in the recovery phase, that this is a stage in which we will come back. We are convinced about that, especially because the Smart Industry is offering huge growth opportunity for highly skilled profile.
And let me just emphasize a couple of the points that Alain made there. Upon closing of this deal, 40% of our profits will come from these higher-growth, higher-margin segments. So to your question about when we reach 50, obviously, we won't put a time frame on it, but you can see the moment we close the deal. We're actually getting -- we're getting close. And I think that's the key point about the diversification, plus the growth opportunity that exists in this market is significant at a higher margin. So it does really help to drive and change the financial profile of the group. On the question of the share capital, of the up to EUR 350 million that we've highlighted, roughly EUR 70 million of that will go to the Ricci brothers. And obviously, that will happen upon closing of their tranche of the deal, which happens in Q1 once we've got the regulatory approvals that we need. And the remainder of the share capital will be issued as part of the mandatory tender offer that will start at the end of Q1 and run probably until the end of the first half of 2022. So a small amount of that share capital goes on the, first, on the closing of the deal with the family and CNP and the rest comes as part of the MTO.
And maybe just as a follow-up to the strategic question, I suppose the question that probably crops up in investors' minds today is, is Adecco going to remain a staffing company or is it going to become more of an engineering R&D-focused company in 5, 10 years' time. What would be your answer to that, please?
Look, what -- our strategy is really to become a truly different company. For sure, in field, which are all related to the human resources, which are all related to talent and a different level of [ our customers ], we can be active. And we see not only the, let's say, the attraction by brand, but also we see a unique competitive advantage when we are combining the skills and capabilities into -- of different brands into one customer-oriented solution. I'll give you one example.We won recently a major transformation -- human resources transformation contract. One company in the car industry, having 150,000 employees in the world, is specializing 30,000 of them in the e-mobility. To do this, you have to assess the skills and the capabilities of your employees. To do this, you have to upskill and reskill them. To do this, you will have to transform electrician, mechanician, [ mechatronician ] in system engineer. We will upskill and reskill 700 of them in system engineer specialized in e-mobility for the car industry. Part of them will have also external mobility. All of this has been integrated in one solution that we are -- that we have offered and we won in a German global company that we will roll out globally. We are the only one in this industry being able to offer that kind of end-to-end transformation program. We are the only one, thanks to our skills and our capabilities. Thank you for your question.
The next question comes from George Gregory from Exane.
I had one follow-up. And it might have been I misheard your comments, but I think you suggested that the combined AKKA-Modis entity would grow at the upper end of the 3% to 6% growth range. I was just wondering if you could reconcile that with the ER&D services industry, which is, based on your -- the charts, expected to grow in the range of 6% to 8%, please.
Let me pick that one up. The -- we do expect in the short term that it will grow towards the top end of our 3% to 6% range. And you're absolutely right. That is slightly lower than the overall growth rate for ER&D of 6% to 8%. I think that's because you have to think of it in terms of a couple of key sectors, and there is a slide in the deck which gives you a sense of what we're expecting for the major sectors. But for example, automotive would be 6% to 8%. As I mentioned, that business is coming back. There's strong demand for the kind of services that AKKA provides, particularly as the automotive industry goes through its own transformation on the product side. We expect the Smart Industry piece to grow substantially. I think we've mentioned high teens, 18%.But the reason why the upper end of 3% to 6% is slightly lower than 6% to 8% is because of aerospace. And in the short term, we are being cautious in this sector, and we are not expecting any major growth there for the next couple of years because clearly, what has happened in that sector recently has been pretty unprecedented. The key point here, though, is that, that is short to medium term because that is a sector where demand for travel, demand for aircraft will come back, and there is a real need to adapt the technology and change the nature of the product particularly to focus on sustainability. Both Boeing and Airbus have committed to sustainable engines and sustainable aircraft in the near future, and that will drive demand for the services longer term. So we're being cautious in the short term, assuming it will be flat, but we do think it will be a driver of growth later on.
Thank you for your questions.
The next question comes from Rory McKenzie from UBS.
It's Rory here. Just 3 for me, please. Firstly, on the results. Can you just explain a bit more detail on the issues you're seeing in the U.S? And Coram, given that you mentioned you expect more momentum in Q3, does that include you turning around the U.S. performance immediately? And then secondly, on the acquisition. You've always been positive on Modis' growth prospects and aims to broaden its client base. So interested to hear why you decided to buy AKKA and look for inorganic growth rather than just accelerate the organic build-out, maybe what barriers were you finding to Modis' growth that you can overcome. And then just thirdly and finally, it's quite rare for staffing companies or even business service companies to talk about big revenue synergies from acquisitions. So can you maybe explain how you've got to those numbers and maybe give an example of where you think that should come.
Okay. Thank you for your questions. So this time, I'm on stage. On the U.S., first of all, we have to recognize that we have 3 different businesses in the U.S., exactly like we have the 3 global business units. And I would start with Modis. And some of you will remember, in the past, we had some trouble, some issues. And I must say, when you look at the performance in Q2, we had a 17% growth at Modis U.S. It's a significant part of the existing Modis business. We are very pleased how this operation has developed. And so I would say for us, it's a very good performance. The same for the second pillar, Talent Solutions, especially in professional recruitment. We had 41% growth in the U.S. in professional recruitment, strong results, outperforming the market. So there also, we are very pleased with our U.S. operation regarding Talent Solutions. And then there is the third pillar, and the third pillar is workforce solutions or the brand Adecco. And yes, we have been and we are still suffering from 2 aspects. First, our exposure to some segments which has been seriously hit by the COVID and especially the automotive sector, on top of now the chips manufacturing issue. But we have been suffering in that type of highly exposed to COVID industry and the lack of presence in some other sectors where COVID has been accelerating the activities: logistics, e-commerce and so on, from which we have benefited in other parts of the world. So this is point one.The second issue on which we -- and then I'm coming to the solution. The solution we are working with that is, okay, to work on rebalancing your customer mix. But as you can imagine, it's not easy and fast to rebalance a portfolio of large customers. And when you have large customers going down, they are really going down. And before you can rebalance with all the customers, it takes some time. It takes commercial intensity, commercial work and that's exactly what we are pushing now in the U.S. The second point we are pushing is the quality and the efficiency of our delivery. We have been centralizing and verticalizing our delivery capabilities by creating so-called talent factory. And for large customers, we are centralizing the recruitment. End of Q2, we were at 16% of our revenues in this -- delivered through talent factory. We will be at 50% in Q3 and at 100% in Q4. And the third point on which we are working is people to make sure that we are attracting, developing and retaining great talent. And you know today, especially in the U.S. where the economy is booming, this is a very important part of our job, making sure that we have competitive scheme -- compensation and benefits scheme, especially in the benefits scheme, and that there is proximity with all people, so that we can expect a turning of the trends by the end of the third quarter and in the fourth quarter.Now to your second question regarding why the acquisition of AKKA, why not organic build-out and so on. As we have stated in December, our focus is -- because of various analysis we have done and study we have done, we are convinced that the Smart Industry is really the place to be. Now to be successful in the Smart Industry, you need basically 2 type of capabilities and skills. You need engineering skills, and you need IT digital skills. When we looked at Modis, it was clear that we had this digital and this IT skills. That's where we are coming from. But we were really, let's say, limited in engineering capabilities for the research and development.And so by combining the 2 companies, we are accelerating this acquisition of capabilities, which is not easy to acquire in such a mass because, yes, we speak about 30,000 engineers at Modis and we speak about 20,000 engineers and digital experts at AKKA. So the time it would have taken to become a global leader in an organic way, besides all the risk of -- to acquire the skills and so on, it would have been a risky, long and huge effort. And as AKKA was basically in the same position as us but from the other angle, from the engineering angle, I would say that it was the perfect match for both companies to join forces and become in one go the #2 on this market. And that's why we have decided that it was, for both companies, the right time and the right opportunity to join forces.Now coming to the revenue synergies. We have mentioned in our documentation EUR 200 million. Basically, there will be 3 sources of revenue synergies. The first one will come from AKKA because AKKA has excellent customer relationship but based on engineering relationship, and their customers are also looking for IoT specialists. They're also looking for cybersecurity specialists. They are looking for all kinds of IT and digital-related skills and capabilities. So based on the AKKA customer portfolio, we will leverage the Modis skills. And the other way around. At Modis, we have mainly IT-related relationship with our customers, and we will be able to present them the capabilities of AKKA in the engineering R&D. And the third source of revenue synergies are coming from the ecosystem. First of all, if both companies will have 10,000 customers, at group level, we have 100,000 customers. And all these customers, whatever the industry, whatever the company, they are in transformation. They are all, I would say, smartify their product. They need to put connections. They need to put [ centers ] to exchange data and so on. And we will be able to introduce our tech solutions besides the fact that, like I was mentioning the case we have in the auto industry in Germany, we will be able now to really be an end-to-end transformation partner for our customers, not only on the talent side but also on the tech side, which makes us quite unique in the approach. Thank you for your questions.
The last question for today's call comes from Matthew Lloyd from HSBC.
A couple of questions. One, at AKKA, do you happen to know what the underutilization rate is of its consultants currently? So are we looking at a business with 5% underutilization or 25%? And then on the sort of the rest of the business, the main Adecco businesses, you said on Bloomberg, I think, that you think wage rate inflation will sort of come to a close at the back end of the year. But I wondered whether you were seeing more wage rate inflation in low-wage jobs or higher-wage jobs. And then finally, could you just comment on how much of -- what the relative growth of large business customers and SMEs is doing at the moment?
Okay. Thank you, Matthew, for your questions. As you can imagine, Matthew, we are today not in the position to comment the AKKA figures even if they have published this morning. But regarding the bench, I would say that -- you have seen that they have restructured their business, so that they have reduced this exposure to potential idle time and bench. There is still a little bit of that. And I don't want to give figures, but there is still bench in some areas and, for example, aerospace because from experience, we know that the day it will restart and look at all the announcements you have in the press -- I think last week, [ Danaher ] announced a EUR 40 billion research and development and manufacturing investment. Even in the aerospace, there is new technology. There is hydrogen coming in and so on. So there will be a lot of research and development project coming in. But the day it starts, you need to be ready with the people. So that's why they are keeping part of the bench underutilized to be ready to jump because then you need to be there and you need to be there the first. On my comment on Bloomberg, and I thank you, Matthew, for following me everywhere, on the wage inflation, what I have said and I will repeat what I have said to Mauro, first, we see some wage inflation, not everywhere but in specific territories and especially, for example, in the U.S. And we see this wage inflation in territories where you have 2 components. You have a strong economic recovery, strong economic rebound, and you have still at work the governmental subsidy schemes which prevent some part of the labor force to go back into the workforce. And my comment was to say, yes, I think that there is today this wage inflation because you have tension, you have scarcity of talent, but also induced by the governmental support scheme. But we expect this support scheme to go down, and this will put more and more people back into the workforce and will release this pressure on the wages. On your question, do we speak about low -- more blue, white collars, highly qualified and so on, I would say, today, we see a little bit of pressure everywhere. I think there will be some wage inflation, but it will remain midterm limited. And for sure, there is more pressure on the highly skilled people than on the blue collars. Even if you have different dynamics, and especially what we see in the permanent recruitment, the fact, for example, that in the new way of work, people can work remote, and especially skilled and highly skilled people can work remote, it is disrupting the market because then people can decide not to live anymore in high costly cities but remote and at a cheaper way so that they can accept, let's say, to be perhaps a little bit paid less but having a better quality of life and especially a lower cost structure so that at the end, they think that it's a winning formula. And then the third on the relative growth, I will leave the floor to Coram. But I would say from what we see, it's not really related to large or small. It is more related to the type of industries you are in. With this, Coram?
Yes. I mean let me pick this up. For obvious reasons given the comparative in Q2, we see strong growth rates everywhere because that's the nature of what you get when you've got 29% year-on-year growth. To your point about sort of large versus SMEs, larger clients are up in the high 30s. SMEs are up close to 50%. So there's, again, strong growth in both, slightly more in SME. And that's very consistent with what we saw earlier in the crisis because obviously, the SME clients were hurt more than the larger clients who proved more resilient through the crisis. So strong growth rates everywhere, a little bit more in SME, a little bit less in larger clients. I hope that helps.
Thank you, Matthew, for your questions.
Thank you, everyone, for listening in. We know that we've gone somewhat over the usual 1-hour type period. I hope it's given you some time to digest a little and find out a little bit more from Alain and Coram on this important acquisition that we've announced today. We really look forward to reaching out to you guys over the coming weeks and months. We are here, in Investor Relations in particular, to help answer your questions. And thank you very much again for your time today.