RVRC (RVRC) investor relations material

Deal rationale and strategic fit

• Acquisition marks the first M&A for the group, accelerating growth beyond organic plans by entering new categories and expanding the total addressable market, especially in sportswear and outdoor segments.

• Both companies share a digital-first, D2C business model, strong community engagement, and asset-light operations, ensuring operational and cultural alignment.

• The deal provides immediate access to new customer segments and leverages proven growth strategies in new geographies, notably the DACH region and broader Europe.

• Combined entity targets a market approximately 10 times larger than the previous addressable market.

• ICIW's European expansion potential aligns with the acquirer's pan-European reach and operational experience.

Financial terms and conditions

• RVRC Holding acquires 90.1% of ICANIWILL at an enterprise value of SEK 700 million for 100%, with up to SEK 175 million in additional earn-outs based on EBIT performance through 2027.

• Initial EV/EBIT multiple is 9.5x, dropping to 7.8x if full earn-outs are paid.

• The deal is financed through cash, increased credit facilities (RCF from SEK 600m to SEK 900m), and 2.6 million treasury shares.

• Sellers receive shares with 6-12 month lock-up; CEO and key employees retain 9.9% with put/call options exercisable after FY2028.

• Transaction expected to close in July 2026, subject to customary conditions.

Synergies and expected cost savings

• Synergies expected mainly from best practice sharing, joint supplier negotiations, and leveraging the D2C playbook, rather than full operational integration.

• Economies of scale anticipated in procurement, logistics, and marketing, improving efficiency and margins.

• Accelerated European expansion for ICIW leveraging the acquirer's platform.