Deutsche Boerse AG

XETRA:DB1

Earnings Call Transcript 2023-Q1

[Operator]

Good morning, ladies and gentlemen. And welcome to the Deutsche Börse AG Conference Call for Analysts and Investors. At this time, all participants have been placed on a listen-only mode and the floor will be open for questions following the presentation.

Let me now turn the floor over to Mr. Jan Strecker.

[Jan Strecker, Head of Investor Relations]

Welcome, ladies and gentlemen, and thank you for joining us at such a short notice to go through this morning's announcement. With me are Theodor Weimer, CEO; Stephan Leithner, Executive Board member responsible for pre and post trading; and Gregor Pottmeyer, CFO.

Theodor will take you through the presentation. And afterwards, we will be happy to take your questions. This conference call replaces our regular earnings call that was originally scheduled for 2 PM CET today. We will not go into any of the details of the first quarter results during the presentation, but you're very welcome to ask result-related questions during the Q&A.

The link to the presentation material for this call has been sent out via email this morning, and can also be downloaded from the Investor Relations section of our website. As usual, this conference call is recorded and will be available for replay.

With this, let me now hand over to you, Theodor.

[Theodor Weimer, Chief Executive Officer]

Thank you, Jan. And good morning, ladies and gentlemen. Today's announcement marks a very important milestone on the strategic journey we embarked on a couple of years ago.

Let me briefly summarize the cornerstones of our journey over the last couple of years. Early on, we identified secular trends in the broader data and analytics space as one of our key growth opportunities. Our starting point was STOXX, a strong European index franchise. In 2019, as you perfectly know, we complemented it with Axioma, which added buy side orientated portfolio and risk management tools.

Based on the strong trend towards sustainable investing, the next logical step in our strategic trajectory was the acquisition of ISS in 2021, which added one of the global leading ESG providers to our group.

Today, we take a quantum leap forward to further accelerate the development at the forefront of the dynamic capital markets infrastructure industry. The transactions we announce today will contribute significantly to the further secular growth of Deutsche Börse. They will also deliver rapid expansion into highly attractive total addressable markets, further diversifications of our business mix, and an ever increasing share of recurring revenue.

This is expected to create significant value for our shareholders because of additional long-term growth opportunities, strong synergy numbers with upside potential, and an expected re-rating of our stock due to significant increase in higher multiple data analytics businesses.

But let me take you through the different elements of today's announcement one by one. First, we are proud and very much looking forward to welcoming SimCorp, a leading provider of investment management software and solutions associated technology enabled services.

As per the agreement we have reached with SimCorp, we will be making a voluntary takeover, public takeover offer to acquire all the outstanding shares in SimCorp at a price of DKK 735 per share in cash. The offer is intended to be unanimously recommended by Deutsche Börse's board of directors.

Second, we aim to invigorate our already dynamic data analytics segment to drive additional growth and efficiencies by combining Qontigo and ISS. The combination of both will establish a leading, quality focused ESG data index and analytics provider. It will also allow us to explore value crystallizing capital markets options, including a potential IPO in the medium term.

Last, but not least, we will transform our current data analytics segment into a much broader investment management solutions segment. We expect the cooperation partnerships with the segment and with the rest of the group to result in significant value creation generated from cross selling and upselling opportunities and efficiency gains. In total, we expect run rate EBITDA synergies of around €90 million.

We are excited about the transactions we announced today and believe they will complement our new strategy, Horizon 2026, very well.

Because of today's announcement, we have decided to postpone the investor day that was originally scheduled for June to autumn. This will allow us to holistically present our new strategy and midterm targets post-closing.

SimCorp is a leading provider of investment management, software and associated technology enabled services, as you can see on page 3 of the presentation. Its flagship product, Deutsche Börse dynamic Dimension is a modular software package featuring front to back integrated investment management solutions. It is a scalable platform with more than $30 trillion of assets managed on the platform, which supports all asset classes and enjoys strong global recognition for its investment accounting services.

SimCorp has demonstrated an exceptional track record of growth, with double-digit revenue growth over the last five years. They are currently in the process of transitioning towards a subscription-based business model. Increasingly clients move towards software as a service and business process as a service. As of now, already half of all SimCorp Dimension customers have moved to the subscription model.

And let me also share with you, I'm personally extremely impressed with the senior leadership team of SimCorp. They are truly professional people with a strong working ethics. And all in all, I think beyond strategic fit, I see a great cultural fit to us.

On page 4, we outline the key financials of SimCorp and our outlook. As already mentioned, the company has a proven track record of growth and profitability. In 2022, they achieved €560 million gross revenue and adjusted EBITDA margin of 27%. But more importantly, we believe that SimCorp has a tremendous runway for growth. We estimate the total addressable market for the company to be around €7 billion.

We believe this very strong growth potential will be further unlocked by the combination with us, with Deutsche Börse. In the first full year after closing, presumably 2024, we expect SimCorp to contribute around €600 million in net revenue and around €200 million in EBITDA to our consolidated income statement at Deutsche Börse. This does not yet include the full run rate synergies.

On page 5, we summarize some of the more technical details of the transaction. We will make a voluntary public takeover offer to acquire all the outstanding shares in SimCorp at a price of DKK 735 per share in cash, with the share tender expected to start in May. We believe the proposed price is very attractive to SimCorp shareholders, valuing the company at €3.9 billion. We have set the acceptance threshold at 50% of issued shares plus one share, which ensures a very high deal certainty. The transaction is subject to regulatory and shareholder approvals, as well as other customary conditions. We expect to complete the transaction in the third quarter of the year 2023.

Together with the acquisition of SimCorp, we've also decided to further improve the setup of our existing data analytics business, which is shown on page 6 of the presentation. It's the second cornerstone element of our today's announcement.

We plan to build out a ESG data index and analytics proposition in the broader context of strengthening our investment management solution segment. We will do so by combining our ISS and Qontigo subsidiaries.

Upon the completion of the combination, Gary Retelny, who is currently the president and CEO of ISS, will lead the combined business. For those who don't know Gary, he has more than 35 years of experience in senior roles at investment firms. He has held responsibility for overall leadership of the ISS business since 2011 and has very successfully expanded the company through strong organic growth and M&A. We are very confident that the combined business will accelerate its development under Gary's strong leadership.

As you recall, General Atlantic is a minority shareholder in Qontigo since their investment in 2019. After the combination of ISS and Qontigo, General, Atlantic will become the sole minority shareholder in the combined entity and own a stake of around 20%. Both General Atlantic and Deutsche Börse firmly believe in the potential of the combination and its long term success. To underpin this conviction, General Atlantic would invest fresh funds in the combined business. We have an agreement with general Atlantic that contains the optionality to IPO a minority stake in the combined business in the medium term.

The third pillar is the investment management strategy. The investment management industry as such is undergoing fundamental changes, driven by the shift from active to passive, the stronger focus on quantified and systemic investing to deliver alpha and the continuous trend to more digitized processes.

In addition, the industry is seeing rising demand from asset managers for consistent end-to-end view with a high need for customizable front to back platform solutions, which helps them to replace legacy systems and transform operating models.

If you look at the left hand side of slide 7, showing the composition of our new investment management solutions segment and the value chain, you can see that SimCorp perfectly complements our existing capabilities from the ISS, STOXX and Axioma business by bridging the gap between the front and the back office.

Contributing SaaS and BPaaS capabilities at scale, SimCorp allows for the creation of a full scope front to back integrated investment management solution platform as part of our group. Comprehensively, serving investors, banks and asset managers and asset owners globally, they will continue to operate as an open platform under the well-recognized brand name of SimCorp.

Slide 8 summarizes the equity story already explained over the last couple of minutes and, therefore, I dare to skip this one and directly go to slide 9. Within the new investment management solution segment, we will be organized around two propositions – SimCorp as a leading provider of fully integrated, front to back investment management solutions, and the combined ISS/Qontigo business as a high quality ESG data index and analytics provider.

On the one hand, SimCorp will maintain and leverage its existing strong brand from its Copenhagen-based headquarters. It will continue to focus on delivering flexibility and efficiency to its client base. On the other hand, ISS/Qontigo is an industry-leading platform delivery system and best-in-class scalable indexing platform. The two propositions will closely collaborate and reinforce each other, which is a step change for the existing successful partnership of SimCorp and Qontigo.

To put the scale and the step change for the new investment management solution segment into context, we show a few pro forma full year 2022 financials on page 10 of the presentation. The relevant KPIs increase by around 60% to 80%. The transformation will significantly enlarge this segment, bringing its net revenue from around €650 million in 2022 to around €1.2 billion on a pro forma basis. This means investment management solutions will have a much more important relative size within Deutsche Börse as well, contributing roughly a quarter of our total group net revenues with a strong growth trajectory. On the profitability side, the new segment would have generated around €440 million EBITDA in 2022 on a pro forma basis.

Let me turn to slide 11 to provide you with some details around the financial benefits that we expect. We believe that a new Investment Management Solutions segment will be able to deliver more than the sum of the single elements could achieve standalone.

Based on the thorough work done so far, we expect this cooperation to deliver annual run rate synergies of around €90 million to be fully achieved by 2026. Of these, around €35 million are expected to be revenue synergies to be generated, for instance, by up and cross selling to SimCorp's and Axioma's clients, the rollout of indirect distribution models with market data and services, security services and via enhanced cooperation between ISS and STOXX.

We also see the opportunity to streamline duplicated capabilities and to optimize volume related costs, which should deliver around €55 million cost savings. we believe this estimate to be rather on the conservative side. Our estimation of the total cost to achieve these synergies is around €100 million to be incurred mainly in the first 12 months post completion.

This brings me to slide 12 with the details on the financial impact of SimCorp and the combined ISS/Qontigo for Deutsche Börse. We will finance the SimCorp acquisition entirely with that, which will be initially provided by a fully underwritten bridge debt facilities. We expect to take out these facilities with an optimal mix of existing cash and debt instruments.

We are comfortable that the additional debt will only have a minor impact on our rating, and we expect to achieve a AA- rating at group level, while retaining the AA rating at Clearstream level. We are committed to preserve a strong investment grade rating also past completion of the transaction naturally.

Overall, we estimate the transaction to be mid-single digit cash EPS accretive already in the first year post-completion based on the run rate synergies. In addition, the ROIC of both transactions is expected to meet our cost of capital in the mid-term.

Let me conclude on page 13, which repeats our key messages. We are very excited about the additional opportunities that lie ahead of us. We think that this is a stringent continuation of the strategy we have successfully executed over the last few years. We are very much looking forward to presenting consolidated pro forma financials for Deutsche Börse Group and SimCorp and our Horizon 2026 strategy at the Investor Day later this year. As I've mentioned earlier, we have decided to postpone the event to autumn.

This completes my presentation. Thank you for your attention, and we are now looking forward to your questions.

[Operator]

[Operator Instructions]. And the first question comes from Arnaud Giblat, BNPP Exane.

[Arnaud Giblat, Exane BNP Paribas]

During the presentation, you talked about €200 million of contribution in 2024. Looking at Visible Alpha, there's €164 million. So I'm wondering what I'm missing. Does that number include the synergies or not? Because I think you're talking about 60% of synergies be achieved in 2024. So is this a key number? And should we be adding the synergies on top or not?

And a subsequent question, I suppose, is this a net number? I understand that SimCorp is not growing as fast as Aladdin, for instance. So, are you envisaging making some investments? And if that is the case, could you perhaps give us a bit of color on that?

[Gregor Pottmeyer, Chief Financial Officer]

Thanks for the question with regards to the synergy, obviously important part of our strategy here. So, you are aware that SimCorp also has some cost saving already announced before the transaction of €25 million this year and €35 million cost saving next year. Our €90 million, what Theodor mentioned, is on top of that, right? And out of this €90 million euro, you roughly say it's €55 million are cost synergies and €35 million are revenue synergies. And this €90 million comes from both transactions or from the acquisition of the SimCorp company, but also from combining our Qontigo and ISS asset. These are the €90 million on top and synergies.

With regard to the investments, we guided and said we expect some one-off investments of roughly €100 million to achieve that kind of synergy. So, to achieve €90 million synergies, we need some €100 million cost to achieve, so for severance payments, but also for some IT investments, et cetera. And the majority of these €100 million investments will happen over the next 12 months.

[Arnaud Giblat, Exane BNP Paribas]

Just a second – quickly follow-up, on page four, you talk about €200 million EBITDA contribution in 2024, is that pre or post synergies?

[Gregor Pottmeyer, Chief Financial Officer]

With regard to the capitalization of this €35 million, what we basically included in that kind of synergy, according to IFRS standards, right, so there's a need. It's a need to capitalize a certain amount of the R&D costs. And when we did that kind of due diligence and we talked this with SimCorp, we identified that issue. And that's why we already included roughly €35 million capitalized R&D costs in 2024, in the first year after our completion of that kind of transaction. So, that's basically the €200 million consists of €165 million, what's basically the market consensus EBITDA number for next year, plus this €35 million, what you have to do from an IFRS accounting perspective. So that adds up to the €200 million what we included in that presentation.

[Arnaud Giblat, Exane BNP Paribas]

And then we add the cost synergies on top.

[Stephan Leithner]

Just quickly on the second point – Stephan Leithner here picking up on your reference with respect to the growth momentum – we are very positive and excited about the SimCorp growth momentum. As you know, they look at forward looking recurring revenues which they last year grew by 11%. They have, just yesterday, given the trading update, the first quarter has been very positive with 13% growth, so very well within their guidance range. That also translates in particular into sort of IFRS booked ratable revenue growth of also above the 10%, very solidly, again, also in Q1. So in that sense, we see a very good momentum in a market that many others see as becoming not to easy to compete in.

[Operator]

Our next question comes from Haley Tam, Credit Suisse Financial Services.

[Haley Tam, Credit Suisse]

If I could just quickly clarify an EBITDA margin point and then ask about the growth outlook please. On slide 10, you've given us those pro forma numbers for 2022, which I think suggest a 37% EBITDA margin for the Investment Management Solutions business. If I add in the revenue and cost synergies you've disclosed and also the €60 million of SimCorp cost savings you just mentioned, then I think that becomes 44%. So can I just check that those calculations are correct because they seem quite dilutive to the current 58% for the group. So that'd be great.

And then secondly, just in terms of the growth outlook, if I can go out to slide 3, this 12% forward-looking annual recurring revenue growth is obviously very impressive. You do say that's 60% of the gross revenue in 2022. So I just wondered, is there any comment on non-recurring revenue? Is that supposed to be flat? Or is it being replaced to just look and understand the dynamics there?

[Gregor Pottmeyer, Chief Financial Officer]

Again, with regard to the EBITDA margin, so here, we have included some pro forma 2022 numbers, right? And so, that's also why we give some guidance with regard to 2024. So take this 2024 number, so we basically say, look, the expected EBITDA is €200 million, the expected net revenues are roughly €600 million. So here, you can derive that it's roughly one-third EBITDA margin according to Deutsche Börse logic. two thirds

about the logic. And with regard to the outlook of that kind of EBITDA margin, we expect that will improve clearly significantly over the next years because they are also in a transition phase into a software as a service company. And that's also why SimCorp decided to not just to focus on IFRS numbers, so from a GAAP perspective, and give some additional guidance with regard to this recurring revenue. And, therefore, they guided this 12%, right, and Stephan Leithner just mentioned that even in the first quarter, they are slightly above that level. So, we can confirm that. For non-recurring revenues, therefore, SimCorp did not give guidance.

[Haley Tam, Credit Suisse]

Can I just quickly ask? The comment re the IPO optionality for ISS and Qontigo, does that mean that's going to be run separately from the rest of the Investment Management Solutions segment? Just understand how that might work.

[Theodor Weimer, Chief Executive Officer]

Theodor here again. Indeed. Right? We will combine both ISS and Qontigo and we will combine ISS/Qontigo as a new entity together with SimCorp under the umbrella of Investment Management Solutions, but we will IPO – we intend to IPO [indiscernible] part, which is the ISS and Qontigo part of this Investment Management Solutions part. So not, of course, the SimCorp side.

[Operator]

Next question comes from Andrew Coombs, Citi.

[Andrew Coombs, Citigroup]

I've a couple of simple questions for you. There's a lot going on this morning. So just first in terms of the transaction, I don't know, you split out how much is cash versus debt. You've talked about bridge financing, but how much do you perceive to be cash versus debt and what do you perceive the financing cost to be? So that would be the first question.

And the second question would just be on SimCorp outlook. You noted there that they're going through a transition period as they grow the SaaS proposition? Can you just elaborate on what the standalone revenue outlook was perceived to be, anything that SimCorp has said previously compared to that 10% gross revenue CAGR over the past five years?

[Gregor Pottmeyer, Chief Financial Officer]

With regard to the funding of the transaction, so the roughly €3.9 billion, we communicated that we'll do that fully by existing cash and debt. So, we won't use equity for that kind of transaction. And for the offer period, we have this kind of bridge financing facility, but it's offered and supported by Morgan Stanley, and it will take place with debt and kind of cash and debt instruments, but what I mentioned, after the closing process.

With regard to second question, SimCorp outlook, I think I already mentioned the annual recurring revenue, so the 12% to 17%, what they guided. In parallel, they call it ratable revenue within the range of 6% to 11%. They do not give guidance with regard to IFRS numbers as they are in that kind of transition process. So, it really strongly depends how much of the SaaS transition and business process as a services happen in a year. Therefore, it's cleaner from a steering perspective to have these two numbers. And again, in the first quarter this year, they are clearly above these two guided numbers.

In addition, from an IFRS perspective, they also guide an EBIT margin in the range of 21% to 24%. So for year 2023. And after the transformation, they guide an EBIT margin of, what was it, 28%, so after this transformation process. So, that's the guidance, what SimCorp today…

[Theodor Weimer, Chief Executive Officer]

I think Andrew, there was still the question of cash versus debt. So the mix of the financing and cost of debt?

[Gregor Pottmeyer, Chief Financial Officer]

Yeah, so it depends when we want to close end of September this transaction, and we would have to fund it, what are the existing cash resources at that point of time. So our best guess from today's perspective is that we will roughly do some €3 billion long term debt and some €800 million out of existing cash or short term commercial paper.

[Operator]

Next question comes from Ian White, Autonomous Research.

[Ian White, Autonomous Research]

Just a couple of questions from my side, please. And first of all, if I'm just looking at the SimCorp historical financials, I can see obviously the revenue growth has been strong, but actually growth in profits and cash flows has been much more modest over recent years. Can you just talk me through the dynamics there, please? How scalable is the business? And is there a sort of ongoing incremental sort of cost requirement that comes with the revenues? Please help me with that point, please.

Secondly, just want to make sure I understand the financials. So, you say on slide 2, I think, that the majority of the synergies relate to the current business rather than SimCorp. So how much of the €90 million run rate actually relates to SimCorp specifically, please?

And maybe just a very final point, just to clarify that I've got everything right on slide 4, what you're saying is, there's €200 million of EBITDA contribution from SimCorp because there was €35 million of capitalized expense and then whatever the SimCorp contribution on synergies will be, in addition to the €200 million. Can you just help me with those points, please?

[Gregor Pottmeyer, Chief Financial Officer]

Starting with your last question. So, yes, as already mentioned, we expect for 2024 some €200 million EBITDA and some €600 million net revenue, and we include some €35 million on capitalization of the R&D investments. And that I think have already mentioned. And indeed, these €200 million are without the synergies. So we gave also from phasing perspective, some guidance with regard to the EBITDA synergies of €90 million, so we expect already in 2024 to achieve some 60% or €54 million in synergies out of that, so that should come on top of this €200 million EBITDA.

Your questions, what is the split up of these kind of synergies? That's a little bit difficult to say because we combine now the different business we have today in the different parts and we combine Qontigo and ISS on the one hand side, in addition we have SimCorp. And obviously, there are also a need for strong and close cooperation specifically with our risk analytic assets. So, Axioma, you see also close cooperation with SimCorp here. And so, the only guidance we want to give today is that, look, the combination of this new Investment Management Solution segments, and also only in these segments, we will achieve these kind of synergies. Other things are not included. And so far, we give the guidance for this segment overall. It's €35 million revenue synergy and €55 million on cost synergies. And what I can say in addition, obviously, from that – the synergies we can relate to this transaction with SimCorp is a higher number than the combination of ISS and Qontigo.

And that was with regard to the synergies. And historical view, your first question. Yes, we relate here to IFRS numbers, right? And as the company is now in the kind of transformation in the software as a service company, so you transform, basically, the existing revenue stream in a new revenue stream. And therefore, the IFRS number is maybe not the best guidance. And that's why the company decided to go for this annual recurring revenue concept or this ratable revenue where you basically exclude some one-timers. But when you make a deal, you get a success fee here and then the maintenance fee can come later on. So, that's why you have some disruptions here in these IFRS numbers. And so, the idea of SimCorp is to focus more on recurring revenue, on cash numbers, right? And so, we will give additional guidance, how does it translate now in the Deutsche Börse business, and that's why we gave you this guidance of roughly €200 million EBITDA and €600 million net revenue next year.

[Theodor Weimer, Chief Executive Officer]

From my point of view – it's Theodor here again – understand that you guys are a little bit facing the challenge to understand the net revenue development in the next years and, therefore, let me let me try to provide you with my perspective. Right?

We have said, at Deutsche Börse, we will grow organically, right, in a range of 7%, 8%, a little bit depending on the cyclicality, right, at least 6% is secular. And the company where we are making this voluntary takeover offer, you can assume that even if it's getting translated into our business, will grow beyond what we are expecting for our own business. So, the net revenue growth is at least on a level what we are having on the secular side and organic side. That's point number one, which is very important. So we expect the company to grow strongly, with a strong upside on the bottom line side. And the growth in 2023 of SimCorp was at 8%. So, there is on the downside, for net revenue, there's not so much what you need to take into consideration.

[Ian White, Autonomous Research]

If I could just follow up on the synergy breakdown, please. I'm looking at footnote 3 on slide 2. It just mentions that most of the synergies identified within Deutsche Börse group's current data and analytics segments. Am I understanding correctly that at least €45 million of run rate synergies are related to the existing business and at most €45 million relate to what you can achieve from SimCorp. Maybe I misunderstood your previous comment, Gregor. Have I got that right, please, most of this is related to the assets that you already own?

[Stephan Leithner]

Stephan here. To put this into context correctly, as highlighted here, the balance between the two is the majority comes from our own businesses. As Gregor was already alluding, there is a bridge obviously existing between the two companies already that will contribute. That's the partnership between SimCorp and Axioma, which is a very powerful contributor to the revenue synergies besides the enhancement of our ESG index offering, as well as ESG data and many of the analytics products. So, therefore, in essence, the balance between the two on the revenue side is one that is both in our side, as well as on the SimCorp side.

When it comes to the cost side, as we have also highlighted on the more detailed page, we expect quite a number of volume related costs. That includes, for example – also on the cloud side, that includes an important part, of course, the developments of this new context of the software as a service delivery, both for Axioma as well as for SimCorp. And then it also includes data costs, which are much more in our own businesses. So in that sense, a number of the costs occur on both sides in terms of the saving potentials. And we need to figure out the details once we have the businesses fully integrated then.

[Operator]

[Operator Instructions]. Next question comes from Philip Middleton, Bank of America.

[Philip Middleton, Bank of America Merrill Lynch]

I wonder, could you explain the rationale for creating this new investment management unit and then IPO-ing the minority as part of it. Why would you do that? Why wouldn't you either keep it all or IPO the whole? Because it seems like you're just building complexity into business with that.

[Theodor Weimer, Chief Executive Officer]

Theodor here. Let me respond to your question as follows. Firstly, I think the whole capital market infrastructure industry is facing this challenge. There is a certain trend towards the buy side, meaning asset managers, asset owners, and investors as such. We've embarked on this strategy early on some five years ago where we said we need to go more towards the asset management side/buy side, as you perfectly know. And we have done Axioma, we've done ISS, both are much more focused on the buy side and the sell side where we have historically had our clients. So, point number one is a trend towards asset management/advice side, and this trend is structurally and is very solid. The overall investment management service segment will grow above 5% for the next years and it's the strongest growth overall and much stronger than the sell side. That's point number one.

Point number two, we have – when we acquired ISS, it was pretty clear that we once would anyways combine ISS with Qontigo. But I have explained to many of our investors during several analyst call meetings, I've always said, we will integrate ISS and Qontigo given the fact that we have lots of synergies there, that it makes sense to have an integrated offer on the analytic side, on the index side and on the ESG side. Given the fact that we had, I call it, an ESG bonanza in the last two years, I had agreed, together with Stephan and Gary Retelny and our senior leadership team at Qontigo that we'd rather focus and go out hunting on the ESG side and we have postponed the integration. But I have always made clear that we finally should create this joint analytics unit, ESG and index unit. That's what we're doing now.

On the other side, it's pretty clear, we are lacking – if you take the value chain, we are lacking the middle part of the value chain of an investment management service part. We have – with ISS, we have the front end of the value chain, the market intelligence, we have the solutions design part with Axioma, we have the portfolio management part, but we are lacking the middle part of the value chain, which is this risk management part, this reporting part, this accounting part, and this portfolio administration part as such. And there, our SimCorp colleagues are extremely strong at, as you know, and therefore, it's a perfect fit. That is the overall strategic logic from my perspective.

And of course, we are so interested in this joint investment management services that we understand there are synergies between our US operations, the newly defined unit of ISS and Qontigo and SimCorp. It's pretty clear. And of course, we want to create a path to exit for General Atlantic in a couple of years. I think it is fair. And we believe in this business. And we agree that the path to exit is also creating some momentum for us to push this business forward to create shareholder value for our investors. And that's why we're going there.

I do not see the huge complexity in there. If you were to IPO, to list in two, three years down the road, if you had to list, let's say, 30% of the newly combined ISS/Qontigo company, this would not create a huge complexity also at all. We don't think so. We don't think so.

[Operator]

The next question comes from Michael Werner, UBS.

[Philip Middleton, Bank of America Merrill Lynch]

A question. And apologies if you've addressed this before. I missed a bit of the beginning. I'm just wondering about the market share evolution for SimCorp. According to, I think it's slide 4, looking at the gross revenues versus the total addressable market implies, call it, about an 8% market share. Has that been increasing and/or decreasing?

Maybe also on the expected or the forward-looking 12% annual recurring revenue growth, can you give us an indication of what portion of that's being driven by, say, volumes versus pricing versus anything else?

[Stephan Leithner]

First, in terms of clients, to put this into context, the 271 clients, which we addressed, out of a total in their target addressable market of 1,800, is the way they look at it, they have been increasing that market share continuously, including both in Europe as well as in the US, the US being an important growth area besides the high growth for the asset owners in the Middle East and in Asia. So, they have been increasing these market shares in which they look in particular on the number of sort of clients that they cover and the number of clients that they cover across the full product offerings, including the cross sell, which is an important part of the revenue growth momentum.

Now, with respect to the recurring revenue outlook or the 13% that they have shown in Q1, as Gregor has highlighted, it's within the range that they have guided to. So I think that's showing a very solid growth, mostly from the expansion of their product offering as well as the conversion to software as a service. That's the key driver. And that driver comes with a significant increase of per client revenues simply out of a broadening of the offering rather than just the pricing increase.

To put this into context, in their recent sort of investor presentations, they've shown how the conversion to a software as a client results in singular situations, around 2.3 times the revenues that that client had before. So, as they progress that conversion through their client base, we expect a material upsell as well as cross sell in addition to the new client momentum.

[Operator]

The next question comes from Tobias Lukesch, Kepler Cheuvreux.

[Tobias Lukesch, Kepler Cheuvreux]

One question more on the process of the deal. With regards to approvals, regulatory approvals, any financial authorities, any competition authorities, anything we can – or what authorities should we think of?

[Theodor Weimer, Chief Executive Officer]

Tobias, obviously, an important question. So, with regard to timeline, so we will make our offer until the end of May. So, let's say within the next four weeks. Then the offer period will expire after seven weeks, but can be extended. So, overall, we expect closing until the end of Q3.

From a regulatory perspective, it's just a customary merger control approval in EU and US and what we have to do. So it's [indiscernible] and we need the approval of the Danish financial supervisory authority.

[Jan Strecker, Head of Investor Relations]

Thank you, Tobias. It seems there are no further immediate questions in the pipeline. So therefore, we would like to conclude today's call. If there's anything else, please feel free to reach out to us throughout the day or over the next couple of days. Thank you for your participation.