Good afternoon. This is the Chorus Call conference operator. Welcome, and thank you for joining the Amplifon to acquire GN Hearing conference call. As a reminder, all participants are in listen-only mode. After the presentation, there will be an opportunity to ask questions. Should anyone need assistance during the conference call, they may signal an operator by pressing star and zero on their telephone. At this time, I would like to turn the conference over to Ms. Francesca Rambaudi, Investor Relations and Sustainability Senior Director of Amplifon. Please go ahead, madam.
Thank you. Good morning and welcome to Amplifon's Analyst and Investor Conference call on the GN Hearing transaction. Before we start, few logistic comments. Earlier this morning, we issued a press release, and this presentation is posted in our website in the investor section. The call can be accessed also via webcast, and dial-in details are on our website as well as on the press release. I have to bring your attention to the disclaimer on slide two, as some of the statements made during this call may be considered forward-looking statements. With that, I'm now pleased to turn the call over to Amplifon CEO, Enrico Vita.
Thank you, Francesca. Good morning, everyone, and thank you for joining us at such a short notice. Today marks a very important milestone for our company. We are announcing a highly strategic and a transformative transaction that represents a key inflection point for Amplifon, for GN, and for the audiology sector more broadly. With the acquisition of a GN Hearing division, we will transform Amplifon into a truly global, vertically integrated leader in hearing care, uniquely positioned to compete and grow in an attractive, structurally growing market. By bringing together GN Hearing advanced product innovation capabilities with the Amplifon clinical expertise and deep patient insights, we will be able to further elevate the industry standards worldwide.
We believe this transaction opens a new phase of value creation for the new group, enhancing its ability to innovate, its scale, and deliver consistently high-quality products and services to customers, hearing care professionals, and patients across markets. Importantly, this strategic step is further reinforced by our partnership with GN, which will become a committed shareholder of Amplifon. We are taking this step to better address the growing global demand for advanced hearing solutions. Today, approximately 500 million people worldwide live with disabling hearing loss, and the long-term fundamentals of our industry are very attractive. While we have seen some recent softness linked to the macroeconomic environment, we continue to operate in a structurally growing market. This growth is supported by powerful and secular trends, aging population, increasing life expectancy, rising adoption of hearing solutions as the stigma gradually diminishes, and rapid technological progress.
By combining the two highly complementary global leaders, we will strengthen our ability to capture these opportunities. The transaction will enhance our scale, accelerate innovation, shorten product development and launch cycles, and support the delivery of a consistently high-quality products and services across markets. Overall, we believe this combination will position us to drive a sustainable growth, improve competitive positioning, and create long-term value for customers, professionals, employees and shareholders. We believe this transaction is a strong and compelling strategic fit. GN Hearing contributes leading-edge technology capabilities, advanced operational expertise, and a strong global commercial platform. Amplifon brings unparalleled clinical know-how, deep patient insights, and a proven ability to deliver highly personalized hearing care at scale. Together, we are creating a fully integrated platform spanning the entire audiology value chain, from research and development to care delivery.
This integration will enhance the innovation capacity, hence improve the overall customer, hearing care professional, and patient experience. By combining our complementary strengths, we believe we can accelerate growth, reinforce further our competitive positioning, and unlock additional long-term value creation opportunities. Let me now briefly outline the key transaction highlights. The consideration is structured as a mix of cash and shares. At closing, GN will receive up to EUR 1.69 billion in cash and 56 million newly issued Amplifon shares for a total consideration of circa EUR 2.3 billion, that on 2025 EBITDA equates to 14.0x multiple before synergies and single-digit multiple after synergies. We expect very strong run-rate math with the synergies in a range of EUR 60 million-EUR 80 million by the end of 2029. Primarily driven by the insourcing of our hearing aids.
These are cost synergies, tangible and measurable in nature, with a clear execution roadmap and limited delivery risk. The cash component at closing is fully covered by a committed bridge facility to be refinanced over time through a combination of debt and equity and/or equity-linked instruments. Our pro forma net debt to adjusted EBITDA is expected to be at around 3x at closing, excluding the synergies and accounting for an equity raise up to EUR 0.75 billion, followed by a rapid deleveraging path supported by strong cash generation. The transaction has been unanimously approved by both Boards. Importantly, Amplifon controlling shareholder, Ampliter, and long-term shareholder, Tamburi Investment Partners, have reaffirmed their strong support to the transaction, to the company long-term strategy, including their financial participation in their equity raise.
We anticipate closing at the end of 2026, subject to customary regulatory approvals and completion of the GN Hearing carve-out. GN Hearing is a high quality asset, most probably the best asset, in the industry of the manufacturers. With more than 150 years of heritage and a strong global positioning across brands, channels, and customer segments. GN Hearing is currently the fastest growing hearing aid manufacturer, with revenues in 2025 of approximately EUR 1 billion and an organic growth of around 9% over the last three years. Adjusted carve-out EBITDA is approximately EUR 220 million corresponding to margins of about 23%. GN Hearing operates in over 100 countries and employs roughly 5,500 people worldwide with an annual volumes of over 4 million hearing aids.
As stated, the company combines strong global brands and a broad innovation-led product portfolio with an excellent commercial platform and proven execution capabilities. This positioning supports long-standing relationships with customers and hearing aid professionals across multiple markets and channels. GN Hearing benefits from clear technological leadership, with more than 700 engineers operating across seven global R&D centers. Over the past 15 years, the company has proven its outstanding technological and innovation capability by launching 10 new technology platform and by building an intellectual property portfolio comprising more than 2,800 patent rights. Another key differentiator, differentiating factor is the in-house development of proprietary chipset. This vertical capability supports product performance and differentiation, accelerate innovation cycles, and contributes to shorter time to markets. The R&D capability supports one of the fastest innovation and product launch cadences in the industry, contributing to consistent market share gains.
Recent platform launches, including ReSound Vivia, Nexia, and Savi, highlight the GN Hearing ability to innovate in what matters most to the patients. Superior speech understanding in noise through AI-enabled features, smaller and more discreet form factors, longer battery autonomy, and seamless connectivity. The strength and visibility of this innovation pipeline underpin our confidence in the strategic logic of the combination, as it will be complemented by Amplifon scale and patient insights. As stated, we really believe this combination has a very strong strategic rationale. First, the transaction creates a global, vertically integrated leader positioned to deliver best-in-class, patient-centric solution across the full audiology value chain. Second, it brings together two highly complementary market leaders, combining advanced technology capabilities with clinical expertise and deep patient insight.
Third, the combination provides clear visibility on significant and tangible synergies, primarily cost driven and supported by the progressive insourcing of Amplifon hearing aid needs with a disciplined and well-defined execution path. Finally, the transaction enhances the group ability to capture long-term structural growth opportunities through increased scale, insight-driven innovation, and broader geographical reach. In this chart, the complementary positioning of two businesses is evident when assessing their respective strengths and distinctive capabilities. Each company has developed leading expertise within its core area of focus. By combining GN Hearing technology leadership and high quality manufacturing footprint spanning across four production facilities, with Amplifon, a deep hearing care expertise and global network of more than 10,000 points of sale, we will better position to accelerate innovation. In particular, the integration will allow us to translate clinical insights more effectively into product development, ultimately enhancing the overall patient experience.
Finally, it is also important to highlight the strong cultural alignment between the two organizations. Both companies share a clear mission to improve hearing worldwide, view innovation as a key driver of growth, and are guided by strong focus on operational excellence and an entrepreneurial mindset. This slide highlights how the combination of GN Hearing and Amplifon also enhances complementarity from both the geographic footprint and business needs perspective. Following the transaction, Amplifon will benefit from a broader geographic exposure and a more diversified revenue base. In particular, we will strengthen our presence in the United States, the largest market in hearing care, consolidate our leadership in Europe, and further expand our reach across the rest of the world.
At the same time, the combination will create a more balanced mix between retail and service activities on one, on the one hand, and technology and product revenues on the other. This increased diversification is strategically important. It is expected to improve earnings volatility, enhance scalability, and support greater flexibility in capital allocation, while continuing to keep the patient outcomes at the center of our value proposition. We have identified net run -rate, EBITDA synergies from EUR 60 million to EUR 80 million by 2029, with circa 85% of the synergies expected to be generated through volume in sourcing. Namely, the progressive shift of Amplifon hearing aid requirements into GN Hearing manufacturing footprint. We consider this lever to be very and highly executable, largely under our control, and supported by clear implementation plans.
We anticipate one-off integration costs in the region of EUR 80 million over the two-three years following closing. Behind the initial synergy program, we see further upside potential that is not yet quantified today, but which we intend to pursue with the same structured approach. This includes additional cost opportunities such as manufacturing and indirect procurement efficiencies, working capital improvements, and CapEx optimization, as well as longer-term revenue synergies supported by enhanced innovation capabilities. Let me now turn to a high-level snapshot of the combined financial profile. On a pro forma basis for illustrative purpose and based on the 2025 figures, the combined group would generate revenues of around EUR 3.3 billion and adjusted EBITDA of approximately EUR 830 million, including identified net synergies corresponding to a margin of about 25%.
Pro forma EBIT would exceed EUR 500 million, implying a margin of roughly 16% and resulting in a solid and balanced financial profile. Importantly, the transaction is expected to be accretive for both growth and profitability, while strengthening the resilience, visibility and scalability of the group earnings trajectory over time. Turning to funding and leverage. The cash consideration at closing amounting to EUR 1.69 billion will be fully financed through a committed bridge facility. Over time, we intend to refinance this bridge through a combination of debt and equity and/or equity-linked instruments. The planned equity and/or equity-linked raise is expected to amount to up to EUR 0.75 billion, supporting a pro forma net debt to adjusted EBITDA ratio of around 3x at closing, excluding synergies. Thereafter, we expect a sustained deleveraging trajectory underpinned by the stronger cash generation profile of the group.
Overall, we expect the transaction to be credit enhancing as it strengthens the quality and the scale of the business while maintaining leverage at broadly similar levels of today with a clear visibility on further deleveraging over time. All in all, we expect to maintain our current credit rating. Turning to the expected timeline. The transaction was signed this morning. Closing is anticipated at the end of 2026 subject to customary regulatory approvals, including antitrust clearance, as well as completion of the carve-out of GN Hearing from the GN Group. From a governance and shareholding perspective, GN is expecting to hold in the region of 15% of Amplifon share capital post-transaction and will have the right to appoint one member of the board of directors. At closing, GN and Amplifon are also expected to enter into a shareholder agreement.
In summary, as is illustrated on this final chart, the transaction offers a compelling value proposition for all stakeholders. For shareholders, the combination of two very complementary industry pioneers creates a global industry leader, innovation-driven, stronger and more diversified business, better positioned to capture long-term structural growth. Furthermore, the combination is expected to enhance cash generation and deliver significant tangible synergies, supporting an accretive growth and profitability profile. For customers, hearing care professionals and patients, it will enable the faster delivery of highly innovative patient-centric solutions, supported by closer feedback loops between clinical practice, patient insights, and product development. For employees, the combined group will offer broader and more attractive international career opportunities within a global industry leader, while preserving the distinctive capabilities and entrepreneurial culture that have underpinned the success of both organizations.
To conclude, we believe this transaction represents a clear strategic inflection point for our company. It creates a global integrated leader with the scale, capabilities and focus required to set higher standards in audiology, accelerate innovation and deliver superior patient outcomes in a sustainable and profitable way over the long term. The combined group will be uniquely positioned to capture the significant growth opportunities in a market estimated at approximately EUR 23 billion, spanning both manufacturing and retail. Overall, we are confident that this transaction strengthens our competitive positioning, enhances our growth profile and supports long term value creation for all stakeholders. Thank you for your attention. We are excited about the opportunities ahead and the value this combination is expected to unlock. I will now hand back to Francesca to open the floor for questions.
Thanks, Enrico. I kindly ask operator to open today's Q&A session. I kindly ask everyone to limit their participation to a maximum of two questions to ensure that all participants have the opportunity to engage. In the interest of time, please keep to a single question format so that all analysts have a fair chance to ask their questions. Thank you for the cooperation.
Thank you. This is the Chorus Call conference operator. We will now begin the question-and-answer session. Anyone who wishes to ask a question may press star and one on the touch-tone telephone. To remove yourself from the question queue, please press star and two. Anyone who has a question may press star and one at this time. We will pause for a moment as participants are joining the queue. First question is from Anjela Bozinovic, BNP Paribas.
Hi, good morning.
Good morning.
Thank you for taking my questions. So the first one is just how will this transaction impact your relationship with other manufacturers? In short, will you focus only on selling GN Hearing aids? And if yes, when can we expect this to be achieved fully? And the second one is very, very quick. Do you expect to host the CMD to give us a little bit more insight into the newly formed company? Thank you.
Well, thank you for the two questions. With regards to the CMD, yes, of course, we are planning to hold a CMD post-closing in order to share with all of you the strategy of the new group. With regards to the first question, of course, as we said, the very vast majority of our expected synergies, which are very relevant and very big and very executable, are coming from the insourcing of the vast majority of our hearing aid requirements. However, we will still keep, we will not get to 100% of our requirements produced internally. We will have also additional manufacturers providing hearing aids in the future.
In the meantime, of course, we have agreements with our big, our main manufacturers, which of course we intend definitely to meet. Next question.
Next question is from Hassan Al-Wakeel, Barclays.
Morning. Thank you for taking my questions. Firstly, Enrico, you've always been vocal that a retail-only strategy is better. What has changed? Why do you think now is the time, given your retail business has been challenged with some question marks around share dynamics? Secondly, just following up on the insourcing point that you mentioned, it'd be very helpful if you could talk to the phasing of synergies out to 2029, and why some of these insourcing synergies couldn't be quicker. You also highlight revenue synergies, so I'd love to hear more about them as well. Thank you.
Absolutely. I will start with the second question. With regards, we have been, I would say reasonably prudent, in estimating our synergies, which means that we are not taking into consideration any revenue synergies which could stem from, more, innovative products, thanks to also our patient insights. With regards to the phasing, as I say, that the vast majority of, the synergies are coming from the internalization of our, hearing aid requirements, and therefore, these are, I would say, pretty, easy synergies, to deliver. We expect the vast majority of, the, synergies to be, to be achieved, in the second year of the next three years.
With regards to the first question, well, you know, we are at a time of significant technological advancements and innovations. We believe that today makes a lot of sense, creating the most advanced global integrated group in audiology, capable of developing and delivering the most innovative consumer-centric products and services. Basically, the goal, the mission is to set new standards in the industry. It is also clear that a strategic upstream vertical integration has proven successful across many different industries, other than the healthcare and technology sectors. We thought that was the right time in order to pursue this kind of strategy.
We believe that by combining GN Hearing best-in-class technology and innovation capabilities with our clinical expertise and deep patient insights, as well as with, of course, a greater scale, we will be able to further accelerate innovation, deliver best patient-centric products and services across the entire audiology value chain. From research and development to care delivery for the benefit of customers, hearing care professionals, and ultimately patients. As I said, we think that this is crucial at a time of significant technological advancement. Furthermore, as I said also, the transaction provides significant and very tangible synergies in the range of EUR 60 million-EUR 80 million, which is of course giving us the opportunity to unlock a very significant value.
I would also like to reiterate that additional medium-term synergies stemming from manufacturing, indirect procurement, as well as revenue synergies have not been quantified yet, and therefore represent a further upside potential for the future.
Perfect. Thank you.
Next question is from Domenico Ghilotti, Equita.
Good morning. First question is a follow-up on the synergy topic. Can you give us a sense of what is today the share of volumes generated by GN and your total volumes? And you are talking also about these synergies. Can you elaborate on the risk that you see from retaliation? And last on the timing. Well, in the past, you proved very effective in pushing your products into your retail network. So I presume that we, when you are referring to the second year of combination for the vast majority of synergies, this will coming mostly from the insourcing.
Yeah, absolutely. With regards to the last point, yes, definitely, the very vast majority, actually more than 85% of the synergies are coming from the insourcing, which we are very confident about. You are right, we have been able actually to also manage our share of wallet of manufacturers in the past. We have been able also to push to our next open network the Amplifon product line. We feel very, very confident about our ability to achieve these synergies.
With regards to the synergies, you know, in a transaction like this one, you need always to take into consideration some potential dis-synergies that of course we will try to minimize, which will allow us even to overdeliver on the range that we have provided today. As I said, we believe that there is a huge amount of value that we can unlock through the synergies. The synergies are very clear, are very executable, and therefore we feel very good. For the sake of, let me say, prudence, we have also taken into account some dis-synergies that for sure we will try to limit as much as possible. They will be, let's say, short-term dis-synergies that will disappear in the future.
Next please.
Next question is from Julien Ouaddour, Bank of America.
Hi, good morning. Thanks. Thanks a lot for taking my questions. The first one is, I mean, just wondering what's your plan to prevent the channel conflict and protect the like the GN's independent wholesale relationships with the audiologists once the business is owned by a like by a major retail customer? I'm saying that because GN has a quite a unique relationship with audiologists. So I'm wondering if it could create some dis-synergies. We're just discussing it in the like in the previous questions. And the second one for me is that this deal happened in a time where you are working on 'Fit for Growth' savings, network like rationalization, and the hearing aids market is a little bit softer.
That's quite a lot on your plate. I'm just wondering if there is any risk in terms of integration and if we can still consider the savings from 'Fit for Growth' intact until 2028. It comes on top of the synergies that you were mentioning in this deal. Thank you.
Thank you. Thank you for the questions. I will start from the second question. I think that from, let's say, an organizational and business viewpoint, this is a good moment. What I mean is that we have started last year the 'Fit for Growth' program, which is aiming to enhance structurally our margins. During our last conference call, I also reiterated my confidence that 'Fit for Growth' will deliver meaningful benefits already starting from 2026. I also say that 'Fit for Growth' basically will end by the first half of this year. We will of course reap the benefits of 'Fit for Growth' not only in 2026, but also in 2027 and going forward. 'Fit for Growth has been almost completed.
Very confident about the results coming from this. I don't see any risk coming from this transaction with regards to our ability to improve margins in Amplifon. In terms of risk of integration, we see, of course, we evaluated that, but we see that basically non-existing. What I mean is that, as you have seen in our presentation, basically the two companies, and this is one of the drivers of why we have pursued this transaction, is that the two companies are fully complementary. Amplifon is 100% retail. GN is 100% wholesale. This is not a cost-cutting integration. It's not a cost-cutting exercise that is required in order to unlock value.
The value is coming from the insourcing of our hearing aid requirements. We do not expect any material risk in terms of integration. With regards to the synergies, I think that at the end of the day, what is important for customers and for audiologists, hearing care professionals and patients, at the end, what is important is to get the best and high quality, highly innovative products. This has been the mission of GN in the last years. I think that GN has proved to be able to have a very highly innovative products launched at a very high cadence in the last years.
Of course, the goal is not only to maintain this, but is even to accelerate also, thanks to our clinical expertise and thanks to our patient insights. By the way, it is, I think, pointless to note that now all the major manufacturers have their own retail. We will be on par vis-à-vis with all the other main manufacturers.
Perfect. Thank you.
Next question is from Oliver Metzger, ODDO BHF.
Yeah. Good morning. Thanks for taking my question. The first one is about how we should think about the synergies outside the procurement. In this context, how to think about your, the retail activities GN had like in the U.S. with Beltone, Lively, and what's your view about the integration then into Amplifon? Thank you.
Sorry, can you repeat the first question? I didn't get,
No. It's how to think about the synergies outside of the procurement, and this links directly to my second question regarding the retail activities GN is doing with Beltone, Lively one, and how do you want to integrate them into your network?
Absolutely. With regards to the Beltone network, of course, we have quite a unique chance in the U.S. Thanks to the Beltone network, basically, we will double our share in the U.S., therefore getting a very strong position in what is the largest market in the world. Basically, we will double our share, and therefore, that was one of the reasons why we have pursued this kind of strategy. With regards to the synergies outside the insourcing of our hearing aid requirements, these are coming from other buckets like logistics and warehouse integrations, consolidations, and a few others.
Again, in my opinion here, it's important to stress the fact that more than 85% of the synergies are coming from the insourcing of our hearing aid needs. It's also very important to stress once again that in a prudent approach, we have not even included any synergy coming from a revenue standpoint. We feel very confident about the target that we have set today. Actually, we think that there will be, for sure, further upside potential in the medium term coming from revenue synergies, coming from manufacturing synergies, thanks to higher volume, coming from indirect procurement synergies and so on and so forth.
Yeah. Thank you. Apologies. I rephrased my question, but not good enough. It was targeted like these 15% of residual synergies appear pretty low given GN's retail activities. The Beltone is pretty big, so I assume there should be more synergies within Beltone, Amplifon combination.
Absolutely. This is an upside that we have got. Definitely, we are very excited about having Beltone within our family, but for sure, it's our intention to leverage fully on the Beltone network in order also to consolidate our position in the U.S.
Okay. Thank you very much.
Thank you.
Next question is from David Adlington, JP Morgan.
Thanks. Thanks for both questions. Firstly, on the transaction structure, please. I just wondered if there were any break fees associated with the transaction. Do you have any protections from any third-party interest in the GN business? Will there be shareholder approval required on both sides, both you and GN? Secondly, just historically, having access to all the manufacturers' technology has been important strategic benefit for you guys. Lose that going forward. I just wondered if you thought that may be less important going forward, and if so, why?
Sorry, say again, this, please, the second question. The audio was not very good.
Historically, you've had access to all the manufacturers' technology.
Yeah.
That's been important to be able to have access to the best technology that's available at that time. Going forward-
Yeah.
You're gonna have less access to that. I wondered what had changed that made you think that was less of an importance going forward?
No. Well, as you know, GN is a very important supplier of Amplifon already today, and we feel very good actually about the GN product lines. Actually, this also is very important to stress. We believe that we are integrating the most innovative and the best manufacturer in the industry. We feel very good about insourcing GN products because, as demonstrated also by their recent revenue growth, as well as by their recent market share growth, their capabilities to innovate and to deliver high quality products and highly performing products makes us very confident that we can definitely leverage on GN products. With regards to shareholder approvals to the transaction, no, only Board approvals.
The transaction has been, as I said, approved unanimously from the two Boards.
Next question is from Susannah Ludwig, Bernstein.
Hi, good morning, and thanks for taking my question. I guess I had a more broad question, about the bargaining dynamics within the industry between retail and wholesale. You know, we've obviously are going through a period of significant technological advancement in hearing aids, which you have alluded to. Historically, the audiologist always made the choice on product, which gave an advantage to the retailers. Do you see any sort of shifts in this dynamic? Is there anything else in patient behavior, for example, more online research that is changing this dynamic?
No. Well, I think that you are absolutely right. At the end of the day, what is important to, in particular, audiologists, that then, of course, make their proposal to final patients is the quality and the performance of the hearing aids. This is very important because we believe that we are integrating a very strong manufacturer that has been able to deliver very innovative product. Actually, the goal here is actually to elevate the standards of the industry also thanks to our clinical expertise and patient insights in order to accelerate innovation, in order to improve performance, and in order to deliver, at the end of the day, the best outcome for the patients.
Thanks.
Next question is from Fausto Covolan, EOS Capital Partners.
Hi, Enrico. Could you outline a little bit more the insourcing roadmap from now up to 2029 in order to understand how the synergies will work out? Do you see any quick win by geography, customer segment on the insourcing? Lastly, do you see any key constraint in executing this insourcing?
Sorry, say again this last part.
If you see any key constraints to execute the insourcing?
Yeah. No, not at all. Actually, we do not see any constraint. As I said, of course, we will be very respectful of the current agreement in place with the major manufacturers. We are planning to achieve the vast majority of our synergies by 2028, with the completion in 2029. I think that this is a very important point. What I mean is that, of course, one of the reasons why we have pursued this transaction is, first of all, to create a global, vertically integrated, highly innovative manufacturer. This is the number one reason why we are doing this.
We see the opportunity actually to integrate GN cutting-edge technology with our patient insights, with our clinical expertise in order to create the best vertically integrated group. We have chosen GN because we believe, we firmly believe that we are acquiring the best hearing aid manufacturer at the moment, as proven by their ability to launch very innovative platforms at very high cadence and as being proved by, you have seen the chart, their increase in market share. I think that this was a unique opportunity. I think that we are also pursuing this opportunity at a very attractive multiple.
As I said during my speech, if with the 2025 EBITDA, we are speaking about a multiple of just over 14x, while before the synergies, after the synergies, basically the multiple goes to single digit. We felt that it was a very unique opportunity to integrate and to acquire the best manufacturer of hearing aid in the industry at a very attractive multiple.
Next question is from Domenico Ghilotti, Equita.
Yes. Just a follow-up. Previous question was mentioned, any protection for potential different bidders. On the timing.
I'm sorry. Protection?
Yes. There is a protection, in case of, let's say there is a different bidder, so there is someone else entering. It was a previous question.
No. The contract is signed, so no topic, no issue.
Okay. On the timing of the transaction, what is... You said that it's the best timing, we decide to move in this direction. What is surprising me is that, you are issuing now shares with the stock at 12x or less EBITDA, to buy probably good asset 14.0x. Moving back to a more similar multiple post synergy. In terms of timing, this is what I do not understand.
Yes, of course. We could not predict the war in Ukraine. As you can imagine, these kind of discussions had not started in the last three weeks. It's something that we have began to discuss with GN basically six months ago. We have been always in talks with GN because GN was already a very important supplier of ours. You know, of course, we would prefer not to do this after the Ukrainian war, but you know, you don't choose the timing.
At the end of the day, I would like to stress once again the fact that we are paying an attractive multiple before the synergies, and a very attractive multiple, in particular after a very significant and very executable synergies. The war will end at some point. This is a strategic deal. It's not something that we are doing to improve our numbers in the next months, but is a very strategic deal in order to create the one of the leaders in our industry, vertically integrating. I think that it's also evident that vertical integrations in many fields, also adjacent to ours, has proven to be very successful.
This deal, I think that we will create over time a significant value for our shareholders at the end. It will be accretive to our growth. It will be accretive also to margins. You have seen the numbers. We are very excited about this opportunity from, first of all, a strategic viewpoint, but also from a financial viewpoint, because we expect this to be accretive on all the different dimensions. As I said, it's proven also by different examples of vertical integration, including the ones in our sector.
My last question is on the shareholder commitment. Is it fair to understand that the family will follow through their capital increase or will not be diluted, or it's too much?
No. Well, what we can say today is that our controlling shareholder will participate in the capital increase. I would like to stress the fact that the family has been very supportive of the transaction, also from a financial viewpoint. Also, I would like to add that our core long-term shareholder, Tamburi Investment Partners, has been very supportive of the importance and the strategic relevance of this deal. They have committed to participate in the future equity raise. We are extremely happy, and I would like-
Grateful in a way, absolutely grateful for the support that we have received, both from, let's say, a strategic and long-term commitment, but also from a financial viewpoint from our two big shareholder of ours to the transaction.
Okay. Thank you.
Next question is from Giorgio Tavolini, Intermonte SIM.
Hi. Good morning. Thanks for taking my questions. My first question is regarding the organic growth of the standalone asset. I mean, given the closing is expected to come in 2027. For modeling purposes, could you give us a flavor of the organic growth we should expect for GN Hearing? I mean, low- to mid-single-digit or I don't know, even higher, because I saw the 9% CAGR in your press release. The second question is on the synergy.
It's fair to assume EUR 220 million is the standalone EBITDA for the organic for GN Hearing, and we should sum up to EUR 70 million-EUR 80 million synergies. Is it correct?
It is absolutely correct.
Okay.
Let me stress, forgive me if I'm repeating myself. The fact that we think that this kind of range is pretty prudent. We do not include potential revenue synergies. We did not include some other cost synergies like the ones coming from indirect procurement or synergies coming from manufacturing, thanks to the additional volumes. Definitely you should add up. If you take the midpoint, the EUR 70 million-EUR 220 million for after the synergy. With regards to the projected growth of GN has already provided some guidance with regards to the revenue growth. You can take the guidance.
Uh-huh.
That they have provided already. I would like to stress once again the fact that GN has already demonstrated that its ability to overperform the market. If you take the chart that we presented, GN has gained a significant share in the last few years, thanks to strong execution capabilities, but perhaps even more importantly, thanks to their ability to launch on a very frequent basis, very good innovative new products. In the last three years, as highlighted also in one of our charts, GN basically has been growing 9% compound annual growth rate.
Enrico, should we expect synergies from shops? They have 1,200 shops from Beltone in the U.S., if I read correctly the press release.
Yeah. No, in reality, the Beltone business is not very similar. It's not exactly the same as the Miracle-Ear business. Miracle-Ear is a franchise, while and Miracle-Ear is a combination of franchise and direct shops, while Beltone is more a reseller model. It's different and therefore, no, you shouldn't expect consolidation of stores because of the transaction.
Okay. Thank you.
Thank you.
Next question is from Martinien Rula, Jefferies.
Good morning, everyone. It's Martinien Rula from Jefferies. I would have two questions, please. The first one is straightforward. I would like to get your thoughts around the equity raise, whether you could comment on the expected timing of that would be perfect. The second question would be, you've entered into a definitive agreement to buy GN's hearing business, which obviously means that you won't face any counteroffer from peers. I was wondering if you could talk about the path to getting the transaction approved by regulatory authorities and whether we should expect you to comment near term-wise on regulatory milestone that you may have achieved and on the potential risk of this transaction not being approved.
No, no, we don't see risks. We don't see risks simply because, again, let me underline once again this message. We are speaking about combining the best retailer with what we believe is the best manufacturer with 100% complementarity. What I mean is that there are no overlaps. Basically, they have 100% of the revenues at the wholesale level, and we have 100% of our revenues at retail level. There are no overlaps. We feel that, of course, the authority will do their work, but we feel very, very confident that this transaction will not trigger any antitrust issue. We see basically no risk in this regard at all.
I would like also with regards to the equity raise we will assess of course this also based on market conditions. I think that everyone can appreciate very clearly the rationale of the strategic rationale of this deal. We feel very confident about the quality of the assets that we are buying. We are buying most probably the best manufacturer in the world which has proven its ability to deliver to beat the market. Of course, stronger together, we wanted to do even better.
What I mean is that combining the best manufacturer with Amplifon clinical expertise, patient insights, et cetera, we believe that over time, this can help the new group to even innovate at a faster pace, deliver better products, and therefore to even improve our ability to beat the market and to be stronger together.
Okay. That's perfect. Thank you.
Thank you.
Next question is a follow-up from Andjela Bozinovic, BNP Paribas.
Hi, thank you for allowing me for a follow-up. I'll be very quick. Just the difference between the EBITDA that you think that GN generated in 2025, which is EUR 220 million based on your slides, but reading from GN's press release this morning, it's more around EUR 160 million. Just can you explain the difference?
Yeah, of course. There are no differences. What I mean is that it's a matter of reporting that will allow Gabriele actually to tell you how it's being reported in a different way.
Absolutely. First of all, I mean, the carve-out, the discussion takes into consideration some item which will not pass to Amplifon. The GN Hearing EBITDA we indicated is the carve-out adjusted pro forma. This carve-out, of course, excludes the allocation of central cost of GN, which will not be passed to Amplifon. The number they report includes this cost. The other second item is about research and development depreciation. Their EBITDA definition includes the cost of depreciation of R&D. Our EBITDA definition as normal does not include any depreciation or amortization including the R&D. That's the difference. Of course, the number is the same number.
Thank you.
Next question is from Susannah Ludwig, Bernstein.
Great. Thanks for the follow-up. Just a quick question and apologies if I missed, but could you confirm sort of what share of wallet or what share of units, GN had in terms of your sales previously versus other manufacturers?
Yeah. It was around 40%.
Great. Thanks.
Gentlemen, we have no more questions registered at this time.
Thank you.
Thank you so much, everyone.
Bye-bye.
Thank you.
Thank you. We can ask operator to disconnect. Thanks.
Ladies and gentlemen, thank you for joining.