doValue (DOV) M&A Presentation summary

Strategic rationale and transaction overview

• doValue is acquiring 100% of Gardant, a leading Italian credit management platform, to consolidate its leadership in Southern Europe and accelerate its 2024-2026 business plan objectives.

• Gardant brings €22bn GBV, €135m expected 2024 revenues, and €50m average EBITDA, with strong long-term servicing contracts and forward flow agreements with major Italian banks.

• The acquisition will diversify revenue streams, increasing non-NPL revenues to 40-45% by 2026E, and enhance doValue’s asset management capabilities.

• Gardant’s proprietary digital platform, DataGardant, will be adopted to optimize portfolio management.

• The deal is fully supported by industrial shareholders Fortress, Elliott, and Bain Capital, who are also underwriting a €150m rights issue.

Financial structure and impacts

• Consideration includes €230m upfront cash and new doValue shares, giving Gardant shareholders a 20% stake in the combined group.

• The transaction is expected to generate up to €15m annual pre-tax synergies, with one-off restructuring costs of €15m, and deliver medium-term cash EPS accretion.

• Net debt/EBITDA is projected to fall to c.2.0x in 2025E and c.1.5x in 2026E, supporting future M&A and a sustainable dividend policy.

• Financing includes a €500m package (5-year term loan and €70m RCF) and a €150m rights issue, with proceeds also used to refinance 2025 and 2026 SSNs.

• Closing is expected in 4Q-24, subject to shareholder and regulatory approvals, including Board expansion for Elliott representation.

Business model, market position, and synergies

• The combined group will be the asset-light credit management leader in Southern Europe, with high revenue visibility and diversified streams across NPLs, UTPs, performing loans, real estate, and data advisory.

• Gardant’s business model features long-term joint ventures and forward flow agreements with Banco BPM and BPER Banca, ensuring stable inflows and high profitability (EBITDA margin c.37%).

• The acquisition creates a well-balanced client portfolio, increases Italy’s contribution to group revenues, and enhances scale with over €130bn GBV.

• Up to €15m annual synergies are expected, mainly from cost savings and cross-selling opportunities, with cumulative restructuring costs of €15m.

• The transaction aligns with doValue’s M&A strategy, focusing on revenue diversification, profitability, and organic deleveraging.