doValue (DOV) M&A Announcement summary

Deal rationale and strategic fit

• Acquisition accelerates diversification into high-growth, digital, and AI-driven receivables management, expanding into BNPL, e-commerce, and other verticals across eight European countries, including Germany, UK, Nordics, and DACH regions.

• Enhances technological capabilities with integration of a proprietary AI platform, supporting automation, scalability, and a customer-centric approach.

• Broadens and diversifies the client base, increasing exposure to global blue-chip clients and reducing reliance on the banking sector.

• Positions the group as a leading pan-European, tech-enabled credit management platform, with Germany becoming the third-largest market.

• Supports a shift to a digitally advanced, high-growth, and recurring revenue model, de-correlated from traditional NPL cycles.

Financial terms and conditions

• Total consideration is €350 million cash (including net debt), plus an earnout of up to €40 million payable in 2028, contingent on financial targets.

• Proceeds from the sale of the receivables/back-book portfolio at closing reduce enterprise value and cash outflow.

• Funded with a €325 million bridge-to-bond facility, to be refinanced with senior secured notes post-closing.

• Management will reinvest a significant portion of their proceeds, retaining a minority stake and ensuring alignment.

• Dividend policy maintained at 50-70% payout of consolidated net income ex-NRI, with higher absolute distributions expected.

Synergies and expected cost savings

• Revenue synergies and cross-selling opportunities expected from expanding digital capabilities and client coverage, especially in Southern Europe, though not included in current guidance.

• Integration of advanced AI and automation platforms anticipated to drive efficiency, with targeted €7 million run-rate EBITDA impact and automation rates up to 80% by 2025.

• Significant cross-fertilization opportunities in product, geography, and client base.