Verve Group (VRV) M&A Announcement summary

Deal rationale and strategic fit

• Acquisition of Jun Group strengthens demand-side capabilities, balancing the business to 30% demand-side and 70% supply-side, and expands direct access to over 230 clients, including many Fortune 500 brands, enhancing agency and brand relationships in the U.S. market.

• Jun Group's strong mobile and AI-driven technology platform complements existing investments and product offerings, supporting operational scale and growth potential.

• The acquisition aligns with the strategy to create a more balanced, scalable, and global platform, accelerating global reach.

Financial terms and conditions

• Total purchase price is €170 million: €120 million at closing (funded by €40 million equity issuance and €80 million cash), €50 million deferred in two annual €25 million installments, on a cash- and debt-free basis.

• Acquisition multiple is 4.6x EV/EBITDA pre-synergies, reduced to 3.8x post-synergies.

• Net leverage post-deal is 2.4x (2.8x including deferred payment), with strong deleveraging capacity expected.

Synergies and expected cost savings

• Revenue synergies projected at €30–40 million over 2–3 years through cross-selling and platform integration.

• €2 million OpEx synergies expected from sales team integration and cloud contract consolidation, plus €0.5 million in cloud cost savings.

• EBITDA uplift of €8 million within 12 months, with pro forma EBITDA margin improving to 34% and Jun Group contributing a 52% EBITDA margin.