ITAB Group (ITAB) M&A Announcement summary

Deal rationale and strategic fit

• The acquisition aims to combine two industry leaders with complementary geographic footprints, accelerating expansion into key markets such as Spain, France, the UK, Central Europe, South America, and the Middle East.

• The deal creates one of the largest retail solutions providers in Europe, increasing scale, relevance, and cross-selling opportunities, especially in Retail Technology and Lighting.

• The merger is expected to strengthen offerings, drive efficiency, and create a more mature, competitive industry player.

• The combined entity will be better positioned to meet increasing demands for data, technology integration, and environmental reporting.

• Strategic and cultural alignment is highlighted by leadership, with a focus on long-term value creation for shareholders and customers.

Financial terms and conditions

• The cash bid for HMY is EUR 320 million on a debt-free basis, representing a 6.4x 2023 Adjusted EBITDA multiple (4.0x post-synergies).

• The transaction is financed by EUR 255 million in new long-term debt and a SEK 850 million directed share issue, with 38.2 million new shares at SEK 22.7 per share, raising SEK 867 million before costs.

• Equity was raised via accelerated book building, broadening the ownership base and attracting strong investor interest.

• Debt financing is provided by Nordea, Swedbank, and Danske Bank, with terms in line with historical credit lines.

• Illustrative leverage ratio post-acquisition is expected to be around 2.0x including synergies, 2.6x excluding synergies, based on 2023 figures.

Synergies and expected cost savings

• Annual pre-tax synergies of EUR 30 million are expected, with EUR 20 million from cost savings and EUR 10 million from commercial/revenue synergies.

• Full synergy effect is anticipated by 2027, with gradual realization starting in 2025.

• Synergies are projected to enhance EBITDA margins and drive EPS accretion, with the combined company targeting an adjusted EBITDA margin of 11.6%.

• The deal is highly accretive based on 2023 numbers, with illustrative 64% earnings accretion.