DGAP-News: RIB Software SE: In FY2019, RIB Software SE achieves revenues of €214.3m, +57% compared to the previous year, EBITDA of €50.1m, +32% compared to the previous year//Schneider Electric to launch public offer of €29 per RIB share.

13th February 2019

In FY2019, RIB Software SE achieves revenues of €214.3m, +57% compared to the previous year, EBITDA of €50.1m, +32% compared to the previous year. The organic growth rate for ARR/NRR revenue was 12%. EBITDA margin reaches 23.4%. Successful conclusion of 14 M&A deals in 2019. User target of 30,000 MTWO & iTWO 4.0 exceeded by over 100% with 69,265 users.

In 2020, revenue is expected to reach €270m to €310m with an EBITDA of €57m to €65m.

Schneider Electric to launch public offer of €29 per RIB share. Offer price corresponds to premium of more than 50% to volume-weighted average share price of the last 12 months. RIB Administrative Board supports the offer.

Stuttgart, Germany, February 13, 2019. RIB Software SE, the world's leading provider of iTWO 4.0 cloud enterprise platform technology, today announced its preliminary figures for FY2019. In FY2019, RIB achieved revenues of €214.3m, +57% compared to the previous year. ARR revenues grew by 94% and NRR revenues by 22%. The organic growth of ARR/NRR revenues was 12%. EBITDA reached €50.1m, +32% compared to the previous year, and an EBITDA margin of 23.4%. The operating EBITDA* grows by 31.6% to €51m.

The EBITDA margin is affected by the conversion of large iTWO 4.0 Phase II and III deals from license to subscription, by M&A expenses from 14 M&A deals in 2019 with an investment volume of approx. €110m and by planned start-up costs in the new business areas xYTWO, MTWO Cloud and SGTWO. Moreover, up until the end of the investment phase in 2021, RIB is investing into new business areas and regions where the company is giving priority to market and user growth over EBITDA.

RIB plans to focus stronger on revenue generation out of software ARR and -NRR and earnings generation out of data business. In 2020, RIB is expecting to have available investment funds of over €300m as a sum of liquid assets, free cash flow and a credit line.

2020 Outlook

In February, the first thirteen MTWO Cloud 48-Hours implementations went live in the US, Europe, Middle East and APAC. Thus far, the roll-out has been very promising. More than 1,000 global target clients, who will be offered the cloud enterprise solution (Phase II deals) from February onwards, were identified by the new global sales teams of RIB. In 2020, the company plans 30 such deals. In addition, RIB expects 10 to 20 M&A-Deals in 2020 and confirms its guidance of €270m to €310m in revenue and €57m to €65m operating EBITDA and to reach over 100.000 MTWO Cloud and iTWO 4.0 users.

Public tender offer by Schneider Electric

Schneider Electric has announced today its intention to launch a voluntary public tender offer to the shareholders of RIB in accordance with the German takeover laws. The offer price will be €29 per share, representing a premium of over 50% on the volume-weighted 12-month average share price prior to the announcement and of 41% on the last closing price.

The proposed transaction with Schneider Electric has been carefully reviewed by the Administrative Board of RIB in the context of its growth strategy vis-à-vis other alternatives. In the course of this, RIB Software has talked to multiple parties in order to identify a committed shareholder and strategic partner, who supports the company's strategy, while at the same time offering all shareholders of RIB Software the opportunity to realize a significant part of the envisaged long-term value creation immediately.

Schneider Electric has no intention to enter into a domination agreement and/or profit and loss transfer agreement. In addition, RIB Software has entered into a Business Combination Agreement ("BCA") with Schneider Electric. The companies intend to create a global leader in digital and sustainable smart building solutions. As a strategic partner Schneider Electric will actively support the development of RIB. Further information can be found in the documents published today by Schneider SE and RIB and in the offer document to be published by Schneider Electric.

The Administrative Board of RIB welcomes and supports the announced offer and the strategic partnership within the framework of its legal obligations subject to the careful review of the offer document to be published by Schneider Electric. Following the publication of the offer document, the Administrative Board will publish a reasoned statement on the Takeover Offer pursuant to the provisions of the German takeover laws.

Tom Wolf Chairman and CEO, RIB Software SE:

"We are pleased to have found in Schneider Electric a strategic partner who shares our vision to revolutionize the global construction industry and to create a carbon-free and sustainable living space for our children and grandchildren. Schneider is the global leader in digital transformation of energy management and automation, enabling efficiency and sustainability for its customers.

As the current main shareholder, I have decided to offer my shares to Schneider Electric at the offer price, as a clear signal of confidence in their attractive offer, which I fully support in the interest of RIB Software and all RIB shareholders. However, at the request of Schneider Electric, the current management team will continue in their positions, and Michael Sauer (CFO) and I will retain a combined shareholding of approx. 8.7%.

Due to the uncertainties in today's world I welcome a strong, long-term oriented, strategic partner in Schneider Electric. We understand that we only can reach a carbon free future if we join our forces today."

Noerr LLP has acted as legal advisor and Lazard as financial advisor to RIB.

Analyst Call and Further Information: Schneider Electric and RIB will be hosting a joint call for analysts and investors at 07:45a CET today.

Participants are advised to join the call at least 10 minutes prior to the commencement of the call to register. Please register for the call via the following link: Registration

*) EBITDA adjusted by currency effects, expenses from the adjustment of purchase price liabilities and acquisition costs

About RIB Group

RIB Software SE is an innovator in building and construction industry. The company creates, develops and offers cutting-edge digital technologies for construction enterprises and projects across various industries worldwide. iTWO 4.0, RIB's flagship cloud-based platform, provides the world's first enterprise cloud technology based on 5D BIM with AI integration for construction companies, industrial companies, developers and project owners, etc. With over 50 years of experiences in construction industry, RIB Software SE focuses on IT and engineering and becomes the pioneer in construction innovation, exploring and brining in new thinking, new working methods and new technologies to enhance construction productivity. RIB is headquartered in Stuttgart, Germany and Hong Kong, China, and listed on the prime standard Frankfurt Stock Exchange since 2011. With over 1,200 talents in more than 30 locations worldwide, RIB is targeting to transform the construction industry into the most advanced and digitalized industry in the 21st century.