Good morning. I'm Daniele Della Seta, Head of Investor Relations and M&A at doValue. Thank you for joining us on this call to present doValue's acquisition of Queria. As Head of M&A at doValue, I'm truly proud of this transaction, one we have purchased with determination and strategic intent for quite some time. As the company's best relator, it's a real pleasure to present a transformative deal that propels doValue to lead decisively in a dynamic sector with strong long-term growth and expands significantly our geographical footprint. In an era of rapidly evolving consumer behavior, digital platforms are increasingly central to commercial and financial transactions. Consumer lending is seamlessly integrating with point-of-sale systems through digital payments, while e-commerce drives the shift towards fully digital experiences.
This acquisition will allow us to thrive in this dynamic market and be equipped to effectively manage and support this digital-first integrated lending ecosystem to be the reference player for receivable management. I will hand things over to our CEO, Manuela Franchi, who will dive into the strategy behind this acquisition and what we expect to gain from it. After that, our CFO, Davide Soffietti, will break down the financial rationale. We'll open it up for a Q&A session. Now, over to you, Manuela.
Thank you, Daniele. I'm truly delighted to introduce Queria to you. This transaction marks a pivotal milestone in our strategic journey, launched in 2024, to position doValue as the preeminent financial service provider of the future. This acquisition radically transforms doValue as we know it, enhancing our long-term sustainable growth and profitability. After the reacquisition of Gardant, that enabled us to merge two sister companies in the Italian market, while enhancing on an organic basis all other levels of growth on the Basque side, Queria represents the ground for secular growth. Queria is the world's largest tech-enabled and digital claim management platform, with a leadership position in the e-commerce, buy now, pay later, and e-mobility sectors in the Basque region, Benelux, U.K., Nordics, and other Western European countries. This acquisition is enlightening our business plan strategy, as it contributes significantly to reinvigorate growth profile and sustainability in the long term.
It broadens doValue's product offering into digitally originated consumer receivables, materially expanding our non-MTL franchise. It expands our footprint in continental Europe, turning doValue into a real Pan-European financial service provider, offering great opportunities for Queria to expand its digital claim management business in Southern Europe. doValue also expands its traditional MTL business to promising and underpenetrated markets such as Germany, U.K., and the Nordics. It finally takes our digital transformation to an unprecedented level, with a state-of-the-art digital platform and in-house AI capabilities. As you can see on the slide, Queria has a leading position in e-commerce buy now, pay later and brings in a relationship with the global blue-chip clients, offering client centricity enabled by its advanced digital capabilities. Specifically, the growth component of Queria will enable us to elevate doValue to a sustainable long-term growth as a financial service provider.
While the Gardant transaction was about scaling our existing markets and synergies, Queria is about transformation, growth, and diversification. It will be a transformative acquisition by contributing to nearly 40% of revenue and 45% of EBITDA to 2024 aggregated figures for our business. You might wonder if it's too soon for another acquisition following the Gardant transaction, but let me assure you, we are well ahead of schedule in the Gardant integration, set to be fully completed by the end of 2025. We have been closely tracking the Queria opportunity for the past three years as the perfect fit for doValue, and now is the time that has come to finalize it. We firmly believe now is the optimal time to accelerate our strategic vision with the acquisition, capitalizing on a unique opportunity to strengthen our position and drive long-term value.
We truly believe we need to anticipate market trends and be leading its future evolution, and Queria will create the basis for it. With regards to integration, we will keep Queria as a separate business unit. It will be our brand for tech-enabled, self-serving receivables management across Europe, including Italy, Greece, and Spain, and the AI center for all of Europe. We are very happy that the management of Queria supports this vision to the point that they decided to invest along with doValue all their active proceeds in order to be part of this journey ahead. They are an extremely modern and cohesive team, which we have known for many years and appreciated how they contributed to the company growth, building upon strong client services and relationships. Let's now move on to page four to summarize the key terms of this transaction.
We will purchase Queria for EUR 350 million plus an earnout component to be paid in 2028, subject to achievement of certain financial targets. We will receive, by closing, the proceeds from the sale of the back book of receivables that are on the balance sheet for around EUR 60 to EUR 70 million, reducing the enterprise value to around EUR 280 million. We will acquire 100% of Queria, apart from the stake that the management will invest, funding the transaction with EUR 325 million of bridge to bond, to be reduced by the amount received from the proceeds from the sale of portfolio. The earnout component, payable upon Queria exceeding our buyer's gate expectation, will be funded by the company's vetted cash.
As previously mentioned, Queria's current management is fully aligned in the earning center because they will roll out a significant part of their investment, which shows strong commitment and enables us to retain key management and talent. We expect the closing to happen by the end of 2026. The transaction has a highly attractive financial profile. First of all, it accelerates doValue growth, elevating the group to a long-term sustainable IDOs company. A deal is executed from the very first year with double-digit EPS acquisition in 2026, exceeding 30% in 2027, excluding synergy. We confirm our dividend policy of 50% to 70% of net income, excluding non-recurring license, following the transaction, as well as 2026 dividend distribution. The higher aggregated net income will lead to a higher capital return to our shareholders for the mid to long term.
We continue to be financially disciplined, and in the context of this transformative transaction, our net leverage will increase only slightly to 2.5x at closing on an aggregate basis from 2.3 x as of Q1 2025 and a target of 2 x at the end of 2025. We definitely switched the leveraging path following the transaction, expecting to reach 2.2 x in 2026 and 1.7 x in 2027. This means that despite the acquisition, our net leverage guidance for 2026 will be postponed by only one year. We expect the rating agency to appreciate our transaction, especially on the business profile side, while being neutral on the financial profile. Let's now turn to page five for an overview of Queria.
Queria is a leading tech-powered digital claim management platform, highly digitized and focused on global blue chip clients, providing high volumes of small tickets originated natively through digital channels such as buy now, pay later, e-commerce, e-mobility, and utility space. The company has a customer-centric model, the lesser to superior customer experience, underpinned by cutting-edge technology, fostering a deep client relationship, which contributed significantly to its fast organic growth. Indeed, Queria expanded into new geographies, mainly with a greenfield approach, by following its clients upon their growth plans, which shows the strong client relationship they have, as well as the opportunity to further expand in Southern Europe. The company has grown and is now operating in eight countries, mostly in Basque, Benelux, and Nordics, and currently employs 700 people.
The expansion has been driven by clients asking them to support their business in other countries, showing most growth was organic and funded by client projects. Queria's digital platform has embraced machine learning and artificial intelligence way before the ChatGPT moment. It has now a proprietary AI initiative called KAI, which is a key pillar of its future strategy and is created to be an all-in-one platform in the digital claim management, MVPO, offering services along with their partners and becoming the center of excellence of AI solutions for the doValue group. The strong competitive position and strategy of Queria is reflected in its strong financial track record of growth, double-digit growth on both top line and EBITDA, providing that growth is also very profitable, with acceleration in profitability in the past two years. You see here the figures, which represent also Queria's hybrid model.
The targets we are giving are without the portfolio. That's why there is a change for 2025 and 2026, which we will explain later. Let's now move to page three. Queria has a redefined client relationship, transforming their business in a customer loyalty engine, which is a radical shift from our traditional servicing business. Indeed, in traditional servicing, success for clients is defined by the amount and speed of collection, where clients are not the debtor, but the bank or the investor. The client figure is represented by the portfolio owners, while the relationship with debtors ends as soon as the loan is collected and the position is closed. In the traditional recovery process, the debtor's digital experience is increasing, namely through our digital platform, but the bespoken nature of each case decreases the scope of digital experience. Queria has a radically different approach in its digital receivable management.
In its process, debtors are considered ongoing live customers with potential for long-term recurring business. Receivables therefore pick up opportunities to build trust, to offer a positive experience, and create brand value. Indeed, the improved brand perception of the owner is fundamental for increased fidelization of clients. Queria therefore doesn't only focus on recovery rates, but using the importance given to customer retention, happiness, and convenience throughout the process. Queria's customer satisfaction is extremely elevated thanks to their focus on transforming the receivables management process into a smooth, positive, and digitally native experience. This competitive strength led Queria clients to extend their partnership with the company across borders, relying on Queria to expand to new countries in Europe, and showing interest to further expand in Southern Europe, where we are already present, as well as the U.S. and Canada.
If we go to page seven, we can see how doValue and Queria differ significantly in their business model, which is one of the key attractions of this deal. The businesses are fully complementary. As you very well know, doValue mostly focuses on large secure and PA exposures, originated by financial institutions, while Queria manages mainly high volume, small tickets originated natively through digital channels from non-financial institutions, which are mostly digitally oriented and originated. With business origination, doValue works with big portfolio buyer securitization or bank stock, with long weighted average life and long-term control. Queria finds a stable recurring monthly flow from repeat customers. On the workout process, doValue applies bespoke recovery strategies to asset monetization, target negotiation, and judicial and out-of-court matters with individually negotiated fees. Queria follows standardized digital AI-enabled and fast processes, with fees determined by law in a very stable regulatory environment.
Queria operates an innovative hybrid model for managing receivables on behalf of its customers. Here is how it works. Queria processes claims for its clients over a set period, typically three, four months. At the end of this period, Queria has the option to purchase any remaining and outstanding receivables at a predetermined price for its customers. The receivables have low average ticket size and are free for sale during the initial sale, enabling Queria to recover the full purchase price within 12 months. Queria's model is self-funded, meaning it does not rely on additional debt to finance the purchase of receivables. The fast-earning nature of the receivables, with collection cycles, supports this and closes the process within a short period of time. What truly differentiates Queria's model is that even after the receivable is purchased, Queria continues to generate significant servicing fees.
These fees are paid directly by the end customer. This ensures a stable and recurring revenue stream while maintaining a lean after-life structure. Given the high velocity of Queria's receivable purchase under the hybrid model, doValue maintains an after-life status with this acquisition. Nevertheless, we have reached an agreement with a third party, which will support us to purchase outstanding and future receivables from Queria through an SPV on a recurring basis. The SPV will take ownership of the receivables, while Queria retains the role of servicing, managing, and collecting on the receivables in a tightly integrated model, very similar to the target asset management model that we are deploying with the Gardant SDR. All phases of our journey, since my appointment, have a link to each other and have been built to allow doValue to be leading this industry going forward.
Moving on to page eight, we can see that the acquisition is highly strategic and attractive for shareholders due to its value creation potential, but also for our debt holders due to the attractive financial profile of the deal and to the higher degree of resilience Queria brings to the table. The acquisition diversifies doValue business in three ways. Firstly, it provides significant expansion into the non-financial receivables segment, in particular tickets originated natively digitally by global blue chip clients, with whom there are highly productive close relationships. Secondly, it provides access to the attractive, structurally growing markets of buy now, pay later, and e-commerce. This builds a strong fundamental and sustainable long-term growth project with a recurring revenue stream, which are not tied to any of the macro dynamics which determine MTL flow.
Finally, the rapid diversification into high-volume markets such as Germany and continental Europe creates significant opportunities for doValue to expand its traditional services to new markets, especially Germany, where MP ratios are on the rise at the fastest pace across Europe, and for Queria to start operating in doValue's core markets. All these factors elevate doValue to a sustainable long-term high growth on a Pan-European basis as a financial service provider. With regards to the digital transformation, Queria's highly advanced digital strengths can leverage the accelerated development of the digital platform, enhance efficiency, scale, and cost control across the world. All these benefits come with an attractive financial profile.
The deal will generate value from day one, with EPS acquisition expected to be in excess of 15% in 2026 and over 30% in 2027, and with the leverage down from aggregated 2.5 x for the transaction in 2025 to 2.2x in 2026 and 1.7x in 2027, with minimal integration risk and strong complementarity across products, geographies, and clients. We will go through these points in more detail in the following slides. Moving on page nine, we look at the end market. In fact, with this acquisition, we will not only benefit from diversification, but we will also get exposure to high growth markets such as buy now, pay later, and e-commerce, which will positively drive the group growth in the long term.
Indeed, an absolutely key part of the performative nature of this acquisition is that it elevates doValue into a company with a long-term growth, predictable, and recurring profile. The reference market, Queria, is the main reason for this. The underlying drivers of these high growth markets are structural in nature and ensure the long-term growth trajectory as drivers with the changing customer behavior and demand, favorable adoption dynamics from both consumers and retailers, and regulatory changes for the benefit of consumers and others. Estimates show the positive long-term growth of this market, with e-commerce revenue in Europe projected to grow at 6% CAGR in the next two years, and buy now, pay later expected to grow at a 9% CAGR over the same time horizon.
Buy now, pay later has gained some market share in key markets like Germany, U.K., and Netherlands, with long-term growth of 8% to 10%, and is expected to materially pick up in doValue core markets in Italy, Greece, and Spain. Importantly, these markets are completely uncorrelated from MTL dynamics and flows, and they add a growing sustainable opportunity to our business. Moving to page 10, let's focus on diversification, a key benefit of this acquisition. Indeed, with Queria, we will diversify the growth in terms of asset class, client segments, and geographies, making doValue much more resilient and niche from banking dynamics, while also entering markets with large underlying growth opportunities. As part of our business plan diversification strategy, doValue has effectively diversified its business, reaching 35% of group revenues from non-MTL in 2024.
This transaction will take our portfolio diversification to a new level, reaching 50% of non-MTL aggregated revenues at closing, thanks to the significant share of digital claim management under a new segment reporting post-transaction. This allows us not solely to achieve, but surpass by ahead of time our 2024 target of 40 to 45% of revenue from non-MTL business, where we were already at 59% on the first year of 2025. If we look at client diversification, doValue is currently exposed mostly to investors, which makes 99% of our revenue. Queria, on the other side, services mostly e-commerce and payment solutions, which make 99% of its revenue. The new doValue will benefit from these high-profile global clients, while also reducing client concentration, exerting bank exposure to 64%.
Finally, looking at geographical exposure, as you very well know, doValue is concentrated in Italy and the Basque region, which make up 90% of 2024 revenue, while Queria brings strong Basque and Benelux presence, leading to a more balanced combined footprint and to great market opportunities. Moving to page 11, we dive deeper into the great opportunity offered by the diversification of our client base by adding new blue-chip clients with a global presence from high growth sectors such as buy now, pay later, and e-commerce. Indeed, Queria adds exposure to high growth buy now, pay later, and e-commerce, with expected growth of 9% and 6% for these two categories. These two sectors are expected to grow significantly as the economy expands.
However, as penetration of buy now, pay later in most of the European countries is still low, buy now, pay later is expected to grow, even assuming flex e-commerce subsequent to a possible reception. The more exposure to this segment will enhance the resilience of our traditional business, making it less sensitive to economic fluctuation. What we see is an even bigger opportunity to apply Queria's business model to doValue regions, where the buy now, pay later is booming. Growth rates of buy now, pay later in Italy and Greece are 11% and 26% respectively, which, you will agree with me, are extremely attractive. Beyond e-commerce, Queria brings high-profile clients across utilities, telecom, financial services, as well as some other clients. Queria was able to grow organically its client base and achieved a remarkable 29% annual growth in new files in the past five years.
On page 12, in terms of asset classes, we see clear advantages from the acquisition that go beyond the geographic diversification, in particular from cross-selling. From a geographical diversification perspective, the acquisition will help doValue export its current products in Queria's core market and strengthen its position as a leading Pan-European financial service provider. We will be present in eight out of ten top European MTL markets by banking stock. If we looked at total stock, we would also see Greece in the picture, where we are market leaders. doValue has an established leading position in Southern Europe, being the market leader in Italy, Greece, and Cyprus, and holding the relevant presence in Spain. Queria is active in six of the top ten European markets, ranked fourth in Germany, where MTLs are increasing significantly and doValue's traditional business can sign significant opportunities.
From a growth cross-selling fertilization perspective, Queria's business and capabilities complement doValue, and this acquisition will unlock significant cross-fertilization opportunities for us in all aspects. Despite this evidently large opportunity, we very conservatively did not include any revenues in existing deal evaluation, and this is a sizable upside. Now moving to page 13, we view the acquisition as a key accelerator of our digital transformation by using Queria's strong tech and AI capabilities. I'm incredibly excited by what Queria can offer us on the AI side, based on what they are already doing with their customers in their labs in Berkeley and London. Queria's digital debt collection process combines AI-driven automation, installment payment options, and machine learning for decision-making, enabling scalable, transparent, and personalized management from amicable phase through legal phase and long-term monitoring.
The digitalization rate of Queria has steadily increased from 48% in 2019 to 65% in 2024, with a future target of more than 85% of total files resolved completely digitally, driving efficiency and margin. Queria leads the peer group in digital efficiency, reflecting superior automation and efficiency. On page 14, we dive deeper into Queria's AI platform, and now we take doValue's digital platform to the next level. Combining the tech capabilities of doValue and Queria, we lead to an above digital platform able to serve all types of tickets across several European jurisdictions, effectively and efficiently. Queria is focused on small tickets and very high throughput, with fast resolution times and recurring high volume. Combining the two platforms will create efficiency on both ends. Queria's platform leverages conversational AI, intelligent automation, and AI-driven compliance tools.
Queria automates over 50,000 emails and more than 380,000 calls annually, with a 70% automation target for 2025. Queria AI receives over 640,000 inbound calls, where 60% are answered in an automated manner, with the goal to increase this to 80% in the future. It's clear that the capabilities offered by KAI will structurally transform our digital platform and our competitiveness in the non-financial receivables in our core market. Now that we have told the strategic rationale and the key benefits of this acquisition, I will leave the floor to Davide, who will take you through the financial details of the transaction.
Thank you, Manuela, and good morning to all. I'm really enthusiastic to take you through the international details of the transaction. Let's go to page 15, where we can see that the acquisition is very attractive from multiple financial perspectives. First, Queria has experienced strong top-line growth of 26% per annum over the last two years, driven by exposure to high growth and markets, such as buy now, pay later, and e-commerce, as Manuela previously mentioned. The EBITDA growth has been even more impressive at 34% over the same period of time, showing the scalability of the platform enabled by Queria's cutting-edge AI system. Second, the acquisition is transformative for us, earning nearly 40% of our revenue and shifting 45% over MTL 2024.
Third, we expect it to be high EPS acquisition from 2026, which is expected to be the first year of consolidation, with double-digit accretion in 2026 and over 30% accretion in 2027. This will lead to higher absolute capital return for our shareholders, considering our current dividend policy mentioned in the beginning, which is confirmed. Fourth, we see a risk path to the left, as it is the leverage increasing only slightly to circa 2.5x at closing, a little increase versus the 2.3x at Q1 2025, and decreasing rapidly to circa 1.7x in 2027, hence delaying the 2026 guidance of 1.5x to 1.6x by only 12 months. Considering the size and the magnitude of the transaction, we believe this is a remarkable achievement that confirms our attention to the needs of both shareholders and bondholders.
The rights issue executed in December has allowed us to double the size of doValue by consolidating a market, building a completely new vertical with the leverage very much under control and below our peers. Rating agencies have appreciated the strengthening of the business profile in the group, while keeping a conservative financial profile with an asset cash flow dynamic, as shown in 2024 and during the course of 2025. It will continue going forward. Moving on page 16, we have an overview of what our financials will look like after closing of the transaction. Gross revenues for 2026 are projected at circa EUR 800 million, up 30% versus our previous guidance. EBITDA is expected at around EUR 300 million. Financial leverage is expected to decrease to around 2.2x by the end of 2026, which should equate the leverage fund.
Most importantly, our long-term growth profile will be increased thanks to the exposure to new segments and markets. To sum up, doValue will be bigger, lighter, and faster. Let's move to page 17. After the acquisition, we will retain a very solid and sound capital structure. Ample and well-diversified liquidity sources for closing, with a new financing package of around EUR 325 million, coupled with the approved free cash flow for 2025 and 2026, providing solid coverage for the amortization of the term loan. There won't be any refinancing risk needed in the three years post-acquisition, with limited debt repayments over that period. Now, on page 18, we have the timeline of the acquisition. We are delighted to have reached this moment and be able to announce the acquisition to all of you. The next step is filing for regulatory approval, which we expect to be by September this year.
What is more important is that we don't foresee significant execution risks, as per our counsel, there are no antitrust filings required, which significantly simplifies the process. The closing is expected by January 2026, which will also allow us to show the market a full year of delivery on our target before reconsidering Queria in our number, something we are very committed to. Overall, we expect a very streamlined process up until closing. Let me now pass the floor to Manuela, who will offer her final remarks.
In summary, we strongly believe that this transformative acquisition will accelerate doValue's strategy by adding significant sustainable long-term growth, completely transforming doValue business through significant diversification, and offer unparalleled opportunities through superior digital capabilities. While we continue to commit to deliver on our current targets, we believe this is the right time for this new challenge, and we are assured that all of this is set for a successful integration. Not only our shareholders will benefit from a higher upcoming dividend, but also bondholders will benefit from a more resilient business through diversification and with the leverage. Next step will be to proceed for regulatory approvals and new bond issues to refinance the bridge facility either before or after closing. Moreover, this transaction fits in the context of minimizing the 2024-26 business plan achieved already and including new business acquisition much ahead of stated targets for 2024 and 2025.
We are confident with also our new guidance of EUR 12 billion for this year. Enhanced cash flow generation. Business diversification already at 59% of revenue in the first Q2 2025. Strong capital structure. Finally, let me thank you for participating in this call and allowing us to share these exciting transformative opportunities. We are happy to take any question you might have. Here at doValue, we are very excited about engaging with this new project and opportunity and welcome our new colleagues to the group.
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 their touchstone telephone. To remove yourself from the question queue, please press star and two. Please pick up the receiver when asking questions. Anyone who has a question may press star and one at this time. First question is from Tommaso Nieddu, Kepler Cheuvreux. Please go ahead.
Hello, and thank you for taking my questions. I have three, if you don't mind, please. The first one is on synergies. It looks like a transformative deal where revenue synergies should be substantial, especially if you will manage to expand the non-financial receivables business in South Europe. My question is, how do you expect to do so? Expanding the coverage of current Queria's clients in Southern Europe, and if yes, have you already engaged in discussion with Queria's clients? Still on clients, what is the concentration there? The second question is on the EBITDA, new guidance for 2026. I read that should be around EUR 300 million, but looking at your previous guidance at EUR 240 million and EUR 250 million, it seems to have an increase of only EUR 55 million, while Queria was making EUR 75 million in 2024. Can you please clarify this? If I missed it, yes, please.
Is it for the offloading of purchases? Just the last one, very quickly, on the figures you provided, can you give us more detail on the assumptions behind the EPS accretion, please? Thank you.
Thanks, Tommaso, for your question. On the synergy side, we have not included this assumption to be conservative, but we see a great opportunity to develop their business model in the countries where we operate, where these segments are growing significantly and where the clients of Queria are already present. We have spoken to their clients, and the clients have asked them in the past to work in the countries where we operate. Queria has had the pleasure to have to say no to some of the clients when they propose to move to other countries. In fact, in the past, they always grew, apart from a couple of cases, through startups following the business opportunities the clients were offering. To answer your point, we definitely think that we will develop this business in our countries.
We didn't want to give figures at this stage because we understand that this is a transformative deal that the market needs to understand in its current status, but there is much more we can build on top of it. In terms of concentration, their main segments are on the e-commerce and buy now, pay later. The major client compared to all the others is Klarna. They have a 10-year relationship with them, and Klarna would like to bring them to different geographies, but this is applicable also to the other clients in the list. It's just the first one in the list. In terms of guidance, let me explain you a bit better the numbers. We report the numbers for 2024 of EUR 75 million. This includes both the hybrid model, so both the servicing and the purchase of portfolio model.
If we exclude it, we have around EUR 50 million, EUR 55 million of EBITDA for only the purchasing. We haven't separated it officially because it's from an accounting perspective, unless you do the separation, there are pieces influencing each other. We wanted to record the official numbers of the company. What we have included for 2026 is our lower-end guidance to be on the conservative side, both for us, so the EUR 240 million, and also for our expectation for Queria. This means that clearly there is upside potential, as we have indicated, both for us and for them. Another point to take into account, which I mentioned during my presentation, is that the multiple related to the acquisition has to take into account the netting off of the value of the portfolio.
To subtract from the headline figure, the around EUR 60 million- EUR 70 million value of the portfolio that will be already sold at closing. The net value is more around EUR 280 million. A multiple, which is around 5x . Davide, I will address the EPS question.
EPS, as we mentioned during the discussion, we calculated before the PPA. We need to run a PPA exercise in the most shy terms. We calculated the closing because the company is growing a lot. The portion of goods would be higher. We don't expect higher material content with a higher amortization cost.
Okay, thank you.
On the asset side, the assumption was conservative, was 6.5%. As you know, today our bond is trading much better. Also on this side, we were very prudent and we could have an upside when we should have gone.
The next question is from Gabriele Venturi at Banca Akros. Please go ahead.
Good morning. Thanks for taking my questions. I have two questions on my end. First one, what is the actual cost of the debt used to finance the transaction? Second one, if you see any risk coming from regulation regarding buy now, pay later sector that could impact future bonds. Thank you.
On the first, we have financed the transaction with a bridge to bond. We have the possibility to also take it as a loan for quite a duration. We will, however, try the bond market first, trying to lessen also the majority of our debt. We can either assess the market before or after closing and keeping escrow the proceeds. We have tried to cover the entire size, given that the cash in of the purchase of the portfolio will determine at the closing based on the composition of that portfolio at closing. The final net amount of the debt rate will be defined at that point. We close the entire transaction with the current funding. The recognition of buy now, pay later will impact our clients. Our clients have pretty much regular local regulations. They follow the strengths, and they have already clear what is the impact.
They don't see negative business dynamics. Obviously, they are equipped to take the requirements of the regulation. On the flip side, Queria is receiving fees which are paid directly from the customers, so the debtor. This is regulated in all the countries. The latest regulation has been issued at the beginning of this year in Germany, increasing the fees by 6% to Queria, which is not included in our figures, so we see enough time.
Thank you.
Next question is from Simonetta Chiriotti, Mediobanca. Please go ahead.
Thank you. Good morning, Manuela. A couple of questions from my side. The first, on the timing of the conclusion of the impact of the acquisition. As you told me, it will be consolidated starting from January 2026, and the impact in terms of cash out should be expected at this time. This is the first question. The second is on the relationship with customers of Queria. Which type of contracts do you have? Long-term contracts with all of them, or amount of receivables to be worked out? I didn't catch the number of customer concentration, the impact of the first customer. Finally, on competition, if you could highlight which are the main competitors of this company. Thank you.
On the timing side, we have indicated the beginning of 2026. We will close 2025 with no consolidation. As we mentioned, we are not worried about the regulatory approval. They're not filing with the local regulator. We don't have an antitrust approval here. We will show the delivery of our plan for all these quarters, and we are well on track on that. As I made reference also to our business development targets of the EUR 12 billion, where we are very confident about, as well as the cash flow generation that we are all promised on. The targets for this year of leverage are 2x to confirm, and we will see it clean before we start consolidating Queria. On the relationship with customers, we call customers the borrower in this case, and clients the operators with whom we have the contract relationship.
The total structure of this contract is different from the one we have on the traditional business. These are repeated contracts that renew continuously with early notification periods. These companies are fully embedded in the marketing process of the operator. In the website of the clients, we already see the Queria partnership, and they are embedded in the process of recovery of the file and in the whole efficiency of also the client itself. In fact, the demonstration of this superior performance has been evident from the fact that the company has grown in the last three years in five, six countries, led by the customers' request to expand. In terms of concentration, in that case, the first customer is Klarna, which has a significant number of files provided to them.
Taking into account that, to differ from our clients, we are talking about another ticket of EUR 200 compared to more than EUR 100,000 for our traditional business. It's a very big business for them. Compared to our overall customer concentration, they will not be in the top league, even if they are in the top for Queria. In terms of competition, this type of clients usually run a champion-challenger type of model. You have usually a second operator, which works for the same client, which has a lower number of files. In the geographic development of Queria in the other regions, they started challengers, and they became pretty much always a champion due to their operating performance. Clearly, in Germany, they are the champion.
Their direct competitors are companies similar to them, so native digitally and used to manage digital collection, because their clients are native digitally, like e-commerce and buy now, pay later operators.
I just provided the growth rate, including the portfolio. Is it possible to have an idea of the service part? How much, which was the growth profile, excluding reinvestment in portfolio?
You mean historically?
Yes, historically.
In the future, we have obviously already seen in the past, the purchasing business has been growing more than the portfolio side, because the core business is obviously on the servicing. The collection part is instrumental to the servicing. There is growth on the servicing side that's been more than 50% in the last five years.
Thank you.
Next question is from Davide Giuliano, Equita. Please go ahead.
Hi. Good morning, and thank you for taking my question. I have some. The first one is on the pro forma leverage of 2.5. Can you give us some details on the assumption and the specific items under which you calculate the pro forma leverage? I mean, in terms of NFP and EBITDA, also including the proceeds that you expect to receive from selling the portfolios to maintain a capital-like business model. The second one, again, on cash generation, looking at the future, can you give us more details on the items between EBITDA and free cash flow, exclusively on the target company that you expect in the coming years? The third one, regarding the conversion to the asset-like business model, how does the agreement with the investor who will buy the exposure work, and will it also automatically buy future exposure?
Also related to this point, don't you think that separating the purchase of portfolios from servicing can be a disadvantage compared to current, let's call it this way, captive business model? Your main competitor is also a market leader in this geography and already active in small ticket unsecured and is rolling out its own digital platform for collection, which at least to me seems the same as Queria. How do you see competition evolving on this front? In terms of market share, how Queria is positioned within the market? Thank you.
Okay. I think the first question you asked on the leverage. The assumption is, as we mentioned, but based on the delegation number of Queria 2025, plus the various standalone 2025, our guidance. We are assuming, as Manuela mentioned, that the portfolio of Queria will be sold closing of around EUR 60 million, EUR 70 million. This is why the debt will be lower amount. This would be cash available in the target. These are the minus parts. We just combined the two companies in the 2025 doValue and 2025 Queria numbers that we expected, as we mentioned, around with our portfolio, including in the guidance we gave. In terms of cash flow that the company produces, the items below the EBITDA, they have for sure a really certain CapEx for the investment we did, the RAM for the AI capability.
We need to consider also the impact of the portfolio sales, because as we also answered your question, the move to the asset-like model, Queria will not only sell the portfolio on the back book at closing, but will also continue to have this partnership with the investor on a running basis, selling to the investor the portfolio monthly, bi-monthly. This will have an impact on the cash flow, because another investor will need to have its return, which will impact the cash flow. This is why the conversion could be roughly of EBITDA of 45%- 50% of the EBITDA will be converted in cash flow.
On the question on the business model, we have always pursued an asset-like model, and we didn't want to mix our model with the purchasing. That's why we have chosen an investor which works with us in a very close manner, which allows us to keep the advantages of the tight relationship with the portfolio and the client, giving us the possibility to bring back the model if we wanted to, and take through the flow also for the future. It's a very flexible arrangement that we have built with it to maintain the beauty of being a pure servicer. Compared to our peers, I'm very glad to say that our peers are not interested in this case. They don't have our customers. When they try to compete with these customers, Queria always won. In fact, they are not servicing these clients.
They offer a completely different and more evolved product. You should look into what their product is and our product is. We are offering a servicing experience which is for a different typology of end customers. This is the main difference. In fact, I wouldn't mention Interim as a competitor of Queria. There are other names that are well less known to the market because they are usually owned by private equity firms or they are startups. We are not doing the same as others in that sense which are listed today.
Thank you.
Next question is from Davide Rimini in Intesa Sanpaolo. Please go ahead.
Good morning. Thank you for the presentation and for taking my question. Actually, most of my questions have already been answered. There will be very much sort of follow-up questions. The first is on the guidance on 2026. I was just wondering whether you might share with us also sort of the cash flow guidance update, not just sort of the revenue and the EBITDA. The second one would be on how much debt was the targeted company acquired at the end of last year. The third question, I do understand that you clarified that on the 2026 guidance, the implied 56 versus the 75 that Queria reported in 2024 is not sort of including the portfolio that is going to be sold. I was just wondering whether you might make the clarification also on the revenue assumption.
On the 800 revenue guidance by the end of 2026, how much is the net number out of the size of the portfolio? The last question, if I may, I was just wondering, the targeted company is active in eight countries, predominantly in the DACH regions. I was wondering whether you might share with us if there is any difference in marginality of the business across countries. Thank you.
Good morning, Davide. On the guidance of 2026, I think you should consider the target leverage. From there, you see that they have around 50% cash conversion. We indicated that in that guidance, there is the bottom end of ours, so 240 and around 60 for them with that type of conversion. In terms of debt of the target, at closing, we expect them to have around EUR 20 million of debt. We will finance them as usual in our structure with an intercompany loan of a higher size, to which we will bring back the cash during the years to the parent company, where we always concentrate our debt. That local debt will be fully refinanced. In terms of numbers, all the numbers are without the target numbers without the portfolio. Both the 800 and the 300 don't have anything related to the portfolio.
For what it relates to the DACH region, clearly, some of these were startups, so they are in the evolution phase. They are slightly below the average margin, which is in the order of 30%-35%.
Thank you.
Next question is a follow-up from Simonetta Chiriotti, Mediobanca. Please go ahead.
Yes, thank you. Just a final clarification on the target. We have to consider EUR 300 million of EBITDA expected in 2026, of which EUR 240 million are the part of the various standalone. Queria should make around EUR 60 million. The first question is simple. Reasoning is correct, and these EUR 60 million would have a 50% cash conversion. Second question on management. You have mentioned the fact that they are very invested in the company. If you could elaborate on these and on the key people that are in this company. Thank you.
Yes, we confirmed the numbers you said. We indicated that doValue on the lower end and Queria on the lower end. We see upside from these numbers given that our guidance is still confirmed up to EUR 40 million-EUR 55 million with the upside on standalone. Queria is upside vis-à-vis these figures. We confirmed the 50% cash flow conversion on Queria. On the management, I must say Queria has two CEOs. It's one of the main reasons why we're buying these companies, because of these two CEOs. They're very experienced people in the sector. They have completely started from a startup together with the founder. They went through the phase of the private equity. They are embracing the new opportunities with the listed company.
They are reinvesting both the proceeds they got out of the transaction with the private equity and equity in the local BISCO, in which we are buying Queria. They will finally get a stake in the entire management team because there are also the CFO and the CEO reinvesting.
of around 3%- 4%. They have a plan of five years with us. They have a mix of qualities, which is the experience in this segment, the international experience, the strong client relationship angle, but also employee personally. They've seen the evolution of this sector in terms of AI and generative technologies. Three years ago, that's when they started creating this company, KAI, which is now more than 25 professionals, and they've included these technologies since the last two years already to their clients. This shows that they also have a strong vision. We are very happy as a management team to have them on board and also help us to deploy their model in the other countries.
Next question is from Andrea Scauri from Lemanik. Please go ahead.
Hi. Good morning. Good morning Ms. Franchi. Congratulations for the deal. It looks very interesting, first stage. I have a couple of questions, and I'm sorry. Probably you have already answered, but the first one is on the earnout. Could you better clarify what is the earnout? What are the levers in order to trigger the earnout from the sellers? The second question is, are there any relationships between the current private equity owner of doValue and the private equity that is selling, Coelho? Are two different entities? Are there any relations between the seller and the main shareholder of the company now? Thank you.
Hi. I'm Davide. I'm taking your first question. The earnout component for us is, as we mentioned during the presentation, it's EUR 14 million, and we will pay only if the company will reach the seller business plan. It's very, very much higher of our buyer business plan that we have presented here in the prudent number. The importance is that if it will materialize, it will mean that we will overachieve our plan. The future cash flow that will be generated by the company will be much higher also of the earnout we should pay to the seller. If it happens, we'll be very happy because the number will be much higher versus the one we are presenting here.
Could you please clarify what is the threshold when you say we would be very happy?
Yeah, basically, we would have an upside of 30% compared to what we are assuming in the buy 5K.
Okay.
Yeah. In terms of relationship, there is no at all relationship. They don't even know each other, our shareholders and this fund. This is a mid-market continental European fund, Waterland, which was selling this company three years ago. We started to look at that in that time, and finally decided not to for different reasons. When it approached again the market, clearly with many other competitors to look into it, that's why for the timing, we weren't necessarily needed to look at it because we really liked the opportunity. No, no relationship there.
Okay. Thank you. Sorry. Very last question from me. Given the deal and the leverage that goes up to, let's say, 2.2 x, are there any potential constraints to ongoing business, acquisition of a new service contract or whatever, or there are no risk on this side?
No, nothing because they don't pay for con jobs. They don't have cash outs for it. We don't pay unless we do acquisition, so it's not impacting that. Also, take into account that we have no, for compared to our facilities, we have ample headroom. Our target is now to be around this level as we always said, and that's where we want to continue to be.
The question is, when I mentioned at the beginning, they expand not through acquisition but with the greenfield approach. They follow the clients, and they start to work in other countries without any benefit.
Okay, sorry. Year- to- date, year- to- date, you have collected, if I remember well, EUR 8 billion-EUR 9 billion of new contracts. We saw a very booming momentum in the first quarter and less in the second quarter. Are there any contracts that you are expected to close in the second half of the year?
Yeah. We will announce our results in a couple of weeks, but we are very close, you know, in the direction of the EUR 12 billion. There are two main opportunities on the non-financial receivables side, in Greece and in Italy if we are talking about EUR 3 billion, EUR 4 billion plus side. Obviously, there are many others which are smaller that we are pursuing. On the flow side, we have seen much more flow than last year. The current contracts on the flow side in the first half of the year have brought quite good results. All these numbers will be obviously explained in two weeks' time.
Okay. Okay. Basically, my assumption is that the EUR 12 billion target might be considered as conservative.
Correct.
Okay, thank you.
Next question is from Davide Rimini, Intesa San Paolo. Please go ahead.
Yes. Good morning. Just one follow-up question, if I may. On slide seven, you highlighted the key metrics that Queria will have versus the usual ones that we are used to see on doValue. The numbers of files intake or numbers of files processed or the average revenue per life, if I'm seeing sort of correctly. I just wonder whether you could expand a little bit more or whether you plan to update the market on these metrics versus how they've been performing in the past. Thank you.
Yeah, you're right. I mean, the business model is changing with this business. This is also something we had explained during our business plan presentation, that we would like to decorrelate our model just from a GDD dynamic, because it's much more evolved now with all the value-added services and also this new addition. Here, basically, the client is paying and the customer is paying a certain amount independently from the size of the loan, but for the activities to recover if the customer doesn't pay. That's why the number of files is much more relevant than the value of the file. If you are not paying a bill of buy now, pay later for EUR 200 or EUR 500, you pay a certain fixed value.
We would like to clearly explain in a much more comprehensive manner with an update of the business plan, middle of next year, when we have Queria completely in our control. That, together with the management team and our existing management team, we create the basis for the new 2026- 2028 business plan.
Thank you.
Mr. Della Seta, there are no more questions registered at this time.
Thank you all for joining the call. Have a good day.
Ladies and gentlemen, thank you for joining. The conference is now over. You may disconnect your telephone.