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EQS-News: Springer Nature AG & Co. KGaA
/ Key word(s): IPO
Springer Nature plans initial public offering
12.09.2024 / 10:30 CET/CEST
The issuer is solely responsible for the content of this announcement.
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PRESS RELEASE
Springer Nature plans initial public offering
Springer Nature’s initial public offering on the Regulated Market (Prime Standard) of the Frankfurt Stock Exchange could be completed by end of 2024, subject to market conditions
Offer intended to consist of a €200 million capital increase and a sale of existing shares. Intention to pay a dividend of €25 million for the year ending 31 December 2024, and thereafter intention to pay an annual dividend of appr. 50% of annual adjusted net income
Springer Nature is a purpose-driven company with the mission to serve the research community and help to accelerate solutions to the world’s biggest societal, environmental and economic challenges
Being a leading global research, health and education publisher with 420k+ research articles published in 2023 and having a presence in 40+ countries, Springer Nature is well positioned in the resilient and growing research publishing market aided by tailwinds from Open Access (OA) and Artificial Intelligence (AI)
As a trusted market leader with a high-quality portfolio and prestigious brands, Springer Nature is well positioned to support a growing research publishing market by deploying its scalable and technology-driven platform to manage an ever-increasing number of research results whilst safeguarding integrity
Proven financial track record with group revenues rising to €1.85 billion and adjusted operating profit increasing to €511 million in 2023
Berlin, 12 September 2024
Springer Nature, a leading global research, health and education publisher, intends to list its shares on the Regulated Market of the Frankfurt Stock Exchange (Prime Standard). The company is owned by entities controlled by Holtzbrinck Publishing Group (HPG) and funds advised by BC Partners. The IPO and listing of Springer Nature could be completed in the second half of 2024, subject to capital market conditions. The final offer structure will be determined in due course and is currently intended to consist of a €200 million capital increase and a placement of existing shares from the holdings of BC Partners. HPG does not intend to sell any shares at the time of the IPO. The target free float is expected to be large enough to create a liquid market for Springer Nature’s shares.
Frank Vrancken Peeters, CEO of Springer Nature, said: “What we do matters. As a company that is driven by its mission to serve researchers and help accelerate solutions to the world’s urgent challenges, Springer Nature is well positioned to continue to deliver in a resilient and growing research market by employing technology to generate real benefits for the academic community. Our dedicated and talented team of more than 9,000 employees globally is working towards a shared goal to empower society by sharing knowledge, fostering innovation, and enabling better informed decisions for our future.”
Growing and resilient research publishing market
Research publishers play an important role in the scientific ecosystem, working closely with the research community to validate and disseminate scientific results. In doing so, they ensure that trusted research can be discovered, used and re-used on a global scale. Springer Nature estimates the size of the global research publishing market in 2023 at €10.2 billion. Based on approximated data compiled by Springer Nature, the market has demonstrated steady, uninterrupted growth since 2006, and the company expects it to continue growing at a compound annual growth rate (CAGR) of 3.1% between 2023 and 2029[1]. From 2013 to 2023, Springer Nature estimates that global research and development spending increased at a CAGR of 4.9% from €1.6 trillion to approximately €2.6 trillion; leading to growth in the number of researchers, which resulted in a significant increase in articles published at a CAGR of 4.7 % over the same period.
A leading global research publisher
Trust and integrity sit at the heart of the research publishing sector and journal reputations are built over many decades. With approximately 174,000 editors[2] and around 1.2 million peer reviewers[3] serving approximately 1.5 million authors, Springer Nature operates an extensive external network, building a global reputation over a period of more than 180 years.
In 2023, Springer Nature’s Research segment handled about 1.8 million scientific article submissions, which equates to an average of about 5,000 per day. Its market-leading portfolio of around 3,000 journals published more than 420,000 articles in 2023. Springer Nature publishes some of the most prestigious brands in research. The Nature journals portfolio, in particular, includes 23 out of the top 50 academic journals in the world[4]. With over 14,000 new books in 2023 alone, Springer Nature is also the largest publisher of academic books in the world[5].
Pioneer in the fast-growing Open Access market
The most notable market trend is the ongoing transition to Open Access (OA). Springer Nature has been a pioneer in OA and has committed to the transition because it believes that it is key to accelerating research and discovery: the shift from subscription to OA benefits both researchers and publishers as well as the wider public by making research immediately and freely available for all to read and use. On average, journal articles published OA generate six times more downloads and attract 1.6 times more citations[6]. This means, that authors receive higher visibility for their research, which is important for their careers and for science, and more research is built upon which is ultimately important for real-world impact.
While the general publishing process remains unchanged, the development of OA resulted in a shift of monetisation: the shift from a subscription fee to a publishing fee per article better aligns research publishers’ revenues with the value they provide to the scientific community. In addition to the growing demand from researchers, funding bodies are also facilitating the shift by enabling authors to use part of their grants to pay for Article Processing Charges (APC) in open access journals.
Springer Nature has been driving the transition from the outset. Its BMC (formerly known as BioMedCentral) brand was the first commercial journal to offer OA. With Scientific Reports, Springer Nature is home to the largest OA journal in the world based on the number of articles published over the last three years. Nature Communications, the first and largest broad-scope, highly selective OA journal, is now the world’s most highly cited OA journal[7]. In the period from 2019 to 2023, Springer Nature experienced a compound annual growth rate of approximately 13% in the number of full OA articles published. Today, Springer Nature is a market leader with more than 180,000 journal articles published OA[8] last year alone, equating to 44% of all articles published by Springer Nature that year.
As a leader in OA, Springer Nature has also driven OA migration by pioneering Transformative Agreements (TAs). TAs, typically agreed at a country or consortium level, combine in one single agreement the payment of the costs of publishing OA with the costs of accessing subscription content. For authors, TAs facilitate the payment of APCs and increase the visibility and use of their research. For institutions, TAs reduce the administrative burden by centralising payments, while the best-in-class OA workflow at Springer Nature delivers automated reporting and a streamlined publishing process. For society and science, the increased OA publishing via TAs ensure that more research is open for all to use. Springer Nature believes this can be seen by the immediate and sustained impact Springer Nature TAs are having on countries’ OA output. Over half of the countries where Springer Nature has a TA in place saw an increase of more than 70% in OA publishing in 2023, driving more equitable access to research globally across disciplines and increasing societal impact. Today, Springer Nature has 66 TAs (including Nature) in place, serving 3,800 institutions globally across Europe, the Americas, Asia and Africa[9].
Technology is a key enabler of driving value and productivity
Technology and digital solutions have long been instrumental in facilitating academic publishing and increasing its impact. Springer Nature’s focus on technology is evidenced by the fact that around one third of its employees work in technology-related functions. In 2023, 85% of the revenues in its Research segment were related to digital offerings; and downloads of articles and chapters increased by 82% from 1.7 billion in 2019 to 3.1 billion in 2023. The scale of Springer Nature’s operations permits it to make the most of new technologies. For example, digital technologies enable Springer Nature to help researchers find relevant information more quickly, to match papers with suitable peer reviewers globally, and to protect scientific integrity by spotting patterns characteristic of fraudulent papers. Springer Nature has also rolled out a proprietary article submission system, the Springer Nature Article Processing Platform (“Snapp”). Since its launch in 2019, more than 5.6 million authors and more than 55,000 editors have worked with Snapp, handling over 1 million pieces of work. The importance of technology is reflected in the rise in Springer Nature’s technology investments from approximately €120 million in 2019 to approximately €173 million in 2023, an increase of 44%[10].
Going forward Artificial Intelligence (AI) presents significant opportunities for both researchers and publishers to improve productivity and foster innovation. Springer Nature has employed AI, always with human intervention and supervision, for more than 10 years to make the publication process more efficient, reliable and faster. Today, the company has 65 live AI initiatives in place aimed at supporting the various stages of the publishing process. Recent product launches include, among others, Geppetto, an AI-driven tool to detect fake content in academic documents, and SnappShot, an AI-powered tool to help editors and research integrity specialists identify manipulated images.
Attractive Health and Education segments
While Research is the largest segment, contributing 74% of Springer Nature’s revenues in 2023, the company also has strong positions in its Health and Education segments, holding various number one and number two market positions. In Health, Springer Nature operates under various brands as a strong knowledge partner, supporting healthcare professionals by analysing and communicating clinical study data by translating insights into easily digestible formats and innovative educational programs and by ensuring scientific insights reach the right healthcare professionals. It also enables pharma-healthcare professional knowledge exchange. In its Education segment, Springer Nature provides students, teachers and institutions located in more than 100 countries with high quality educational content in different formats. Education operates in two business units, English Language Teaching and K-12 Curriculum (materials for use in primary and secondary education). The most prominent brand in this segment is Macmillan Education – a 180-year-old trusted brand with strong market positions e.g. for English Language Teaching in Brazil, Spain and Poland, and for K-12 Curriculum in South Africa and India.
A purpose-driven company
More than 9,000 employees in more than 40 countries are committed to the purpose of serving the research community by accelerating solutions to the world’s urgent challenges and opening doors to discovery. Springer Nature’s geographical footprint reflects the communities it serves: over half of Springer Nature’s employees are located in Europe, just under 30% in Asia and over 1,000 colleagues in North America. As people are at the heart of everything Springer Nature does and a key part of the business, the company invests in its highly skilled and engaged employees. To continue to upskill its employees, Springer Nature invested approximately €15 million in training programs, office upgrades, leadership events and a new digital HR and performance management technology platform in 2023 alone. Springer Nature actively supports diversity, equity and inclusion (DEI) for instance with 44% of women in the global leadership cohort (top 3 tiers of management) and a 50/50 gender split in the management board. Springer Nature also champions DEI externally, for example by providing extensive DEI resources for editorial and publishing communities and by working with major brands to put the spotlight on women in research. The company also supports delivery of the UN’s Sustainable Development Goals (SDGs) with around a quarter of Springer Nature articles in 2023 being SDG-related. Springer Nature has also set targets to reduce emissions across the value chain (Scope 1, 2 and 3) by 2040, validated by the Science Based Targets initiative, and a Net Zero target to reduce absolute Scope 1, Scope 2 and Scope 3 emissions by 90% by 2040[11].
Strong financial performance delivered by an experienced management team
The strong performance of Springer Nature is delivered by a highly experienced management team with more than 125 years of combined experience, including in research and technology roles, and a proven track record of driving innovation, scaling businesses and improving operational efficiencies.
In 2023, Springer Nature increased its group revenues to €1.85 billion (2022: €1.82 billion), at an underlying growth rate[12] of 5.2%. The company’s adjusted operating profit rose to €511 million (2022: €462 million)[13]. Between 2019 and 2023, the adjusted operating profit margin has expanded on average by 0.9%-points per year as a result of the compounding benefits from operating leverage due to strong underlying growth, a more favourable product mix and continued efforts for operational improvements. Revenues in the Research segment grew to €1.37 billion in 2023 (2022: €1.32 billion). As a result of its leadership in the fast-growing OA market and the continued growth of the Nature portfolio, the Research segment outperformed the global research publishing market with a compound annual revenue growth rate (CAGR) of 4.0%[14] between 2019 and 2023.
In 2024, Springer Nature has continued its consistent growth path. For the first half of (H1) 2024, Springer Nature reported revenues of €883 million (H1 2023: €903 million). The reported revenues were impacted most significantly by portfolio[15] and FX effects. Adjusted for such impacts, the underlying revenue growth rate of the operating business amounted to 6.9%. Despite the decline in reported revenues, adjusted operating profit grew by 1.5% on a reported basis (16.1% on an underlying basis) to €225 million (H1 2023: €222 million). For the remainder of the year, Springer Nature expects to continue its trajectory in underlying revenue and margin growth.
The strong performance supported the continued reduction of net financial debt[16] to a total of about €2.0 billion by end of 2023, and further to about €1.85 billion end of H1 2024. As a result, financial leverage was reduced to 2.9x by end of 2023[17] (compared to 4.6x in 2019[18]) and further to 2.7x by end of H1 2024[19]. In December 2023, Springer Nature also re-financed its senior debt, thereby solidifying its robust financing structure. The intended €200 million gross proceeds from the placement of the new shares will permit a further debt reduction and optimisation of the company’s financing structure.
Going forward, Springer Nature aims to continue to outperform expected research market growth and to continue to drive its adjusted operating profit margin through improvements of its operating leverage with ongoing programmes to increase operational efficiency and the ongoing evolution of its product mix.
Alexandra Dambeck, CFO of Springer Nature, said: “Springer Nature has exceeded the expectations we set for ourselves. We have outperformed the market in research and are well positioned to continue our trajectory. Our strong and robust underlying revenue growth led to margin expansion with benefits from operating leverage, technology investments and operational improvements. Backed by our continued reduction of debt plus our recent refinancing, Springer Nature is pursuing the intended IPO with a robust capital structure.”
With its robust cash flow generation, Springer Nature intends to pay a dividend of €25 million for the fiscal year 2024 and thereafter to implement a dividend policy of paying approximately 50% of its annual adjusted net income[20] to its shareholders.
Future Governance Structure
Springer Nature plans to go public on the regulated market (Prime Standard) of the Frankfurt Stock Exchange as a German partnership limited by shares (AG & Co. KGaA). The Supervisory Board of Springer Nature consists of a diverse group of eight high profile members – bringing together functional, industry and operational expertise with public company and supervisory board experience.
Deutsche Bank, JP Morgan and Morgan Stanley are acting as Joint Global Coordinators. BNP PARIBAS, COMMERZBANK Aktiengesellschaft, Goldman Sachs Bank Europe SE and UniCredit have been mandated as Joint Bookrunners and Crédit Agricole CIB and ING as Co-Bookrunners.
About Springer Nature
Springer Nature opens the doors to discovery for researchers, educators, clinicians, and other professionals. Every day, around the globe, our imprints, books, journals, platforms, and technology solutions reach millions of people. For over 180 years our brands and imprints have been a trusted source of knowledge to these communities and today, more than ever, we see it as our responsibility to ensure that fundamental knowledge can be found, verified, understood, and used by our communities – enabling them to improve outcomes, make progress, and benefit the generations that follow.
Springer Nature includes renowned brands such as Springer, Nature Portfolio, BMC, Palgrave Macmillan, and Scientific American. Further information at springernature.com/group and at @SpringerNature.
Disclaimer
This announcement is an advertisement for the purposes of the prospectus regulation EU 2017/1129, as amended (“Prospectus Regulation”). It does not constitute an offer to purchase any shares in Springer Nature AG & Co. KGaA (the “Company” and, together with its subsidiaries, “Springer Nature”) and does not replace the securities prospectus which will be available free of charge, together with the relevant translation(s) of the summary, on the Company’s website. The approval of the securities prospectus by the German Federal Financial Supervisory Authority (“BaFin”) should not be understood as an endorsement of the investment in any shares in the Company. Investors should purchase shares solely on the basis of the prospectus (including any supplements thereto, if any) relating to the shares and should read the prospectus which is yet to be published (including any supplements thereto, if any) before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the shares. Investment in shares entails numerous risks, including a total loss of the initial investment.
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Contact
Cornelius Rahn | Springer Nature | Communications and Corporate Affairs
tel +49 151 1563 7515 | cornelius.rahn@springernature.com
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[1] Company information, Springer Nature Article Market Tracker, InCites – Web of Science, OpenAPC, Company estimates
[2] Company information: Estimate based on listed editors on annual basis
[3] Company information: Estimate based on measured number of peer-reviewed articles and sample (articles on Snapp) ratio of peer reviewers per article
[4] Top journals by Impact Factor per JCR 2023, Impact Factor is a ratio which divides a journal’s received citations by a count of its published articles
[5] According to PubAlley 2023; filtered for academic-level and above only
[6] Articles published via the Gold OA route in hybrid journals compared to non-OA articles, as per Springer Nature white paper “Going For Gold: Exploring The Reach And Impact Of Gold Open Access Articles In Hybrid Journals” (Oct 2021)
[7] Based on the sum of total citations in 2022.
[8] Comprising about 128k articles in fully OA journals and about 56k articles in hybrid journals
[9] Source: Company information
[10] Technology investments are defined as technology related spend at Springer Nature Technology (includes IT costs, personnel costs and capital expenditure for hard- and software) as well as IT costs and technology capital expenditures, personnel costs for technology related departments and other personnel costs, which the Company categorises as costs related to, e.g., compensation of technology related FTEs outside Springer Nature Technology
[11] All targets are set against a 2019 baseline.
[12] Underlying growth rate shows the development adjusted for foreign exchange effects and changes in business scope such as the effects of acquisitions and dispositions or discontinuation of businesses, which are not reflective of the operational business performance
[13] Adjusted operating profit is defined as result from operations before interest and taxes, and before gains/losses from the acquisition/disposal of businesses/investments, amortisation/depreciation and impairment on acquisition related assets and exceptional items. 2022 restated for revised treatment of certain foreign currency valuation effects introduced in 2023A
[14] CAGR based on reported numbers.
[15] Portfolio effects include the sale of the Transport business in June 2023 and the sale of the language editing service business AJE in February 2024.
[16] Net financial debt corresponds to long- and short-term interest bearing loans and borrowings and long- and short-term lease liabilities net of cash and cash equivalents.
[17] Defined as net financial debt divided by adjusted EBITDA (defined as reported EBITDA before gains/losses from the acquisition/disposal of businesses/investments and exceptional items) for the year ended December 31, 2023.
[18] At the time defined as the ratio of the sum of interest bearing loans and borrowings, lease liabilities, purchase price liabilities and sundry liabilities adjusted for cash and cash equivalents to Research Content adjusted EBITDA.
[19] Defined as net financial debt divided by adjusted EBITDA for the twelve months ended June 30, 2024.
[20] Defined as net result for the period before gains/losses from the acquisition/disposal of business/investments, amortisation/depreciation and impairment on acquisition related assets (net of taxes) and exceptional items.
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