Dovalue S.p.a. · MIL:DOV
Dovalue — Merger or Acquisition (June 2024)
19 slides from Dovalue's merger presentation, Jun 7, 2024
Slide 1: Key Highlights of Gardant Acquisition
Key Highlights of Gardant Acquisition 7th June, 2024
Slide 2: Disclaimer
Disclaimer NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO THE UNITED STATES, THE UNITED KINGDOM, CANADA, JAPAN, AUSTRALIA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL. This presentation is not a prospectus and not an offer of securities
Slide 3: Executive Summary – Strategic Rationale
Executive Summary – Strategic Rationale doValue has entered into a binding agreement to acquire 100% of Gardant • The Acquisition allows doValue to strengthen and consolidate its unique position as the asset-light servicing champion in Southern Europe, with an undisputed Leader in Southern Europe le
Slide 4: Executive Summary – Financial & Structure
Executive Summary – Financial & Structure • The Acquisition consideration is composed of: (i) €230m upfront cash consideration and (ii) new doValue shares, issued at a premium to current stock price, Transaction Consideration resulting in a 20% stake in doValue (together with Gardant the “Combined G
Slide 5: Why Gardant
Why Gardant 4
Slide 6: New doValue: the Asset-Light Credit Management Leader in Southern Europe
New doValue: the Asset-Light Credit Management Leader in Southern Europe Uniquely positioned as asset-light Credit Management Leader in the Leader in Southern most attractive European geographies Europe, Hellenic region and Italy Long-term industrial relationships with shareholders who are among the
Slide 7: Gardant is a Leading Italian Credit Management Platform
Gardant is a Leading Italian Credit Management Platform Business Description (figures for 2024E) Group Structure Gardant Mgmt & • Gardant boasts a comprehensive credit management offering other shareholders across the entire value chain, including performing loans, UTPs 11% 89% and NPLs, master & sp
Slide 8: Compelling Financials and Attractive Flow Contracts
Compelling Financials and Attractive Flow Contracts Gardant boasts an excellent level of profitability thanks to high-quality and long-term forward flow servicing agreements with Banco BPM and Banca BPER and focus on UTP / Asset management Key Financials Key Commercial Agreements 2024E GBV Joint Ven
Slide 9: Consolidating doValue’s Leadership in the Italian Market
Consolidating doValue’s Leadership in the Italian Market >€90bn Pure-Play Servicing Italian Servicer with Long-Standing Relationships with Banks and Financial Investors Italian NPE Landscape Asset-light NPE asset Banking Forward Servicer Anchor Shareholders Italian Special Servicing NPE GBV (€bn) bu
Slide 10: Enhanced Scale & Breadth of Offering
Enhanced Scale & Breadth of Offering The acquisition achieves a well-balanced portfolio in terms of client category (banks, securitisation vehicles and investors), in addition to achieving a larger and highly attractive GBV, with Italy increasing its contribution to the Group 2023A 2024E GBV GBV in
Slide 11: Creating Long-Term Value through Industrial Synergies
Creating Long-Term Value through Industrial Synergies The envisaged combination of doValue and Gardant is expected to generate up to €15m of annual pre-tax synergies (c.€5m already in 2025), with cumulative one-off restructuring costs of approx. €15m Cost Synergies (c. 80%) Revenue Synergies (c. 20%
Slide 12: ’Ticking all the boxes’ of doValue’s Strategic Agenda and M&A Guidelines
’Ticking all the boxes’ of doValue’s Strategic Agenda and M&A Guidelines The transaction is also perfectly in line with the Rationale, Focus and Guidelines for M&A indicated in the CMD on 21st March 2024, with respect to M&A Acceleration of 24-26 Industrial Plan Objectives Key Guidelines for M&A Con
Slide 13: Transaction Overview
Transaction Overview 12
Slide 14: Gardant Transaction Highlights
Gardant Transaction Highlights Consideration for Gardant envisages a €230m cash component and 20% ownership in the Combined Entity • The Acquisition consideration is composed of: (i) €230m upfront cash consideration and (ii) new doValue shares issued at a premium to current stock price, resulting in
Slide 15: Simplified Sources & Uses
Simplified Sources & Uses Uses Sources Upfront cash consideration 230 Financing package B 500 A Refinance 2025 SSNs 264 Rights Issue 150 Additional liquidity(2) 156 C Total Uses 650 Total Sources 650 A: A Gardant Cash Consideration of €230m, includes refinancing of Gardant existing net debt (€50m) B
Slide 16: Solid Capital Structure with Ample Coverage of 2025-2026 Maturities
Solid Capital Structure with Ample Coverage of 2025-2026 Maturities Ample and well-diversified liquidity position post-closing, with the new financing package of c.€500m coupled with improved Free Cash Flows for 2025-2026 providing solid coverage for the amortisation of the Term Loan and to support
Slide 17: Updated Financial Targets 2026E
Updated Financial Targets 2026E confirmed 2024E 2026E 2026E + AS PER CMD AS PER CMD NEW DOVALUE Gross revenues €480-490m €480-490m €605-625m non-NPL revenues (%) 30-35% 35-40% 40-45% Gross Book Value c.€115bn c.€110bn c.€130bn ACR (%) c.5.1% c.5.5% c.5.5% including synergies EBITDA ex NRIs €160-170
Slide 18: Glossary
Glossary − Non-Performing Loan, i.e. loans which are more than 180 days past due − Unlikely to Pay, i.e. loans that are between 90-180 days past due and NPL and have been denounced UTP denounced or more than 180 past due and not denounced − Non-Performing Exposure, i.e. the aggregate od NPL, UTP and
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