Verve Group Media (VRV) M&A Announcement summary

Deal rationale and strategic fit

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

• Complements existing supply-side strength with Jun Group's demand-side technology and mobile focus, enhancing operational scale and growth potential.

• Enables internationalization of Jun Group's products leveraging the acquirer's global network and accelerates global reach.

• The deal aligns with the mission to increase transparency and efficiency for clients.

Financial terms and conditions

• Total purchase price of €170 million: €120 million at closing (from cash/equity), €50 million deferred over two annual installments.

• Funded by SEK 450 million equity issue/€40 million equity issuance, €80 million cash, and deferred consideration.

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

• Net leverage post-deal at 2.4x, or 2.8x including deferred payment, supporting deleveraging.

• Transaction is on a cash- and debt-free basis.

Synergies and expected cost savings

• Revenue synergies expected to add €30–40 million over 2–3 years via cross-selling and platform integration.

• €2 million OpEx synergies, mainly 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 Jun Group contributing a 52% EBITDA margin, 95% of which is cash EBITDA.

• Pro forma EBITDA margin improves to 34% for the combined group.