Thank you very much, moderator. Good morning, everybody. I would like to welcome you all to Verve Group SE's investor presentation about two acquisitions that we announced in the last two days: Captify and Arcado. We're super happy with those acquisitions, and we would like to go through the main rationale behind the acquisitions. First of all, they strengthen our demand side. As already mentioned in earlier investor calls and in our Capital Markets Day, we are very strong on the supply side, especially on in-app, but also on CTV and other channels. The more we can also directly have relations with demand sides, with advertisers, and I'd say their agencies, the stronger the company is and the stronger the economics of the company are. With those two acquisitions, we strengthen our demand side. I would like to go through the acquisitions one by one and start with Captify.
Captify strategically enhances Verve Group SE's demand side business, as already mentioned, by adding differentiated data assets and a proven sales force with deep brand and agency relations. Exactly as mentioned before, we are getting closer to brands and agencies, getting a lot more context there. Going into a bit more detail. What's the company about? It was founded in 2011. It has roughly 140 employees, €41 million revenues, €3.7 million normalized EBITDA. It's a very strong position in intent data, so it was classified as best in search and marketing platforms. I'll cover that later in a bit more detail. It has offices in the UK, US, and Australia. You see on the right side, it really strengthens our demand side, but also our data part. What is the data part or what's the importance there? As you all know, we are strong in ID-Less solutions.
The market is changing. More and more IDs are going away. Respectively, people are saying no to if you want to be tracked, and that changes the market. With this company, we buy a very strong search intelligence asset. They have access to over 3 million domains. They have 2 billion connected devices and over 1 billion daily searches that they cover. They get over 400 active data points, and it's one of the largest search data assets outside of the walled gardens built in the last 12 years. They've really started to grab data. What are people looking for on websites? Where are they going to? That's, of course, intent. That's super important in advertising because if you know what somebody's looking for, it's really, I'd say you can play in with ads on that, and you have a much higher, let's say, response rate, of course, on that.
The aggregate data, you have a lot of AI and machine learning, and it's adding contextual intent to Verve's already strong ID-Less data. We classify it as search intelligence data, providing brands with a deep understanding of the consumer interests, motivations, and intentions in real time. It's ID-Less, so also that plays into what I just said, and Verve's strong in machine learning. We get also a lot of expertise additionally on board that is really strong in getting this search intent into actionable strategies for the brands that it works for. The second very big asset that we get with acquiring this company is it contributes to our sales force. As we have mentioned, we want to strongly grow our sales force in the U.S., but also internationally.
Doing it yourself is pretty costly because a seller not immediately yields revenues, and by that you have to pre-finance a seller, basically. With, of course, getting immediately a big sales force on board, that's great. That's super helpful. Especially in the U.S. and in the UK, we add a strong sales force here. You see the revenues on the right bottom side. Almost 60% of the revenues is North America. UK is strong with 31%. That's why we are historically not so strong. That's also helping a lot in the UK. The rest of the world, 10%. You see here also names of the companies they work for. They work for 48 of the AdAge top 100 advertisers in the world and six out of six Whole Co agencies. As I've mentioned also before, we were not so strong historically with the Whole Cos.
Those are the big global agencies, and that's also very welcoming in this transaction. To put us in a strategic perspective, we presented our strategic roadmap at our Capital Markets Day, and we talk about verticalization by industry. If we just go through the different points, the verticalization by industry, we're adding substantial agency relations and customers as well as specific, how to say it, audiences and intent data, and especially for health, travel, and retail. Talking about our multi-channel approach, Verve traditionally is super strong in in-app. With this, we are also adding CTV, mobile web, and web offerings to our strengths that we have. Privacy first and quality standards, I mentioned that already. Real-time ID-Less search data, strengthening our ID-Less position. Platform unification, we have integrated a lot of technical platforms, and in Q2, that was a bit more difficult, as we already mentioned before.
The good thing here is it's not getting any big technical integration. It's mostly salespeople and tools, so there is no effort on the technical side, no real effort on the technical side. Investments into sales and geo expansion, this accelerates, as already mentioned, the buildup of our sales force in the U.S. and the UK without the ramp-up inefficiencies. M&A, that speaks for itself. This is a very highly accretive and synergetic M&A transaction with a lot of post-deal synergies. It's strengthening the core team. We're really adding a lot of talent to the team and also leveraging better management positions. I would hand over to Christian for the financials.
Thank you very much. Good. Yes, let me go through kind of the overview of the financials. So in Captify, we are essentially taking over revenues on a run rate on a pro forma basis for 2025 of $41 million. The company has had more revenues in the past, in 2024, but there has been a divestment of some of the business and also discontinuing some of the business segments. There was some one-off political campaigns. In reality, it is $41 million that we're taking over on a pro forma basis for 2025, estimated, with synergies for the revenues. On an EBITDA basis, we have a pro forma income of EBITDA, adjusted EBITDA of $3.7 million. With the synergies that we see between the two companies, we see imminent synergies up to $5.2 million.
This is really a company that has, together with us, we get much more scale, we can be much more efficient, and we can also make the right investments for the companies and for Captify. Therefore, we see quite substantial both cost savings and cross-selling potential. The integration starts immediately, and these synergies would come into full run rate effect during 2026. To cover off the purchase price and also the consideration structure, we here provide you with the details how the actual transaction is structured. Overall, it's transacted in U.S. dollar of a total consideration of $30 million. That translates to €25.6 million, and with an all consideration in a multiple of seven. Now, let me just break that down a little bit. The timing of the different considerations are, as you can see, and I'll now do reference the euro amounts.
We do a cash consideration at closing of €15.4 million. There is then a further consideration of €0.8 million six weeks after closing. After 18 months, there's a final consideration, cash consideration of €9.4 million, altogether €25.6 million. That means at closing, we are at an EBITDA multiple of 4.2, a total consideration of a multiple of seven, and after synergies 4.9. It's funded cash at hand and will be accretive to Verve Group SE's EBITDA with some dilution of the group margin until all revenue and cost synergies have run rate impact. This you should expect. There is not significant capital expenditures, and we only have fairly moderate technical integration costs that are expected.
All in all, if you think about this year, and the company Captify will be consolidated in from September 16th, and that will have an estimated contribution to net revenues of the Verve Group SE between $12 million and $13 million net revenues, and an addition of $1 million to $2 million on adjusted EBITDA. That covers the financial transaction. Just summarizing across the strategic rationale, this really, as Remco mentioned, strengthens our demand-side capabilities through top-tier accounts and really adds a significant sales force to us. It brings us very interesting and very actionable search intelligence data, intent data outside the walled gardens. It has a good fit, and that was a prerequisite for doing the acquisition that it was a strategic fit with our roadmap.
As I just went through, it will increase and contribute on a pro forma basis, $41 million to 2025, and roughly $5 million adjusted EBITDA. That covers Captify, and then I'll hand back to Remco to cover Arcado.
Thank you, Christian. Yeah, then we go to the next acquisition, which is Arcado. Also here, we talk about strengthening the demand side business of Verve. Just to read it here, Arcado strategically enhances Verve's demand side business by adding measurability and sales lift solutions, as well as proven sales force with deep brand relations, while Verve's supply significantly expands Arcado's reach. Going to the next page, here on the right side, we see that this transaction adds on the demand side, but also a bit on the supply side, giving us really nice access to data and to also, how to say it, publisher access. The company was founded in 2000, 110 employees roughly, with €14.7 million net revenues in 2025, €4.1 million adjusted EBITDA, estimated 2025, and over 5,000 retail stores that they are connected with. That's the supply side, and a household reach of 85% in Germany.
We talk also about a transaction here that is outside our core U.S. geo. As we mentioned at Capital Markets Day and also at other instances that we want to selectively go into other markets, Scandinavia, UK, Germany, especially if you talk about Europe, and this is in Germany to also bring forward. We have a good experience, let's say, with the combination of organic and non-organic, and this also gives us a much stronger foothold, of course, in Germany by that. Yeah, and they have relations with 200 CPG brands that are advertising with Arcado, so also here. I'm coming to that on the next page. Here you see that it really expands our market reach in Europe, but especially Germany, as mentioned, Germany, Austria, Switzerland, to say. You see here the focus on retail, so it's really strong in that segment.
You see basically all the brands that are strong in retail stores and also all the retailers, almost all the retailers that have strong positions, especially in Germany. Super happy with this because it gives us a lot of entries and a lot of possibilities to scale the business. They have a very strong customer retention rate with 99% plus. 85% reach of households in Germany as already mentioned. It's really a launchpad for further expansion into the key regions around us. To make it a bit more concrete, because driving measurable outcomes is always a bit, let's say, a difficult thing to say, or let's say to understand, what is it exactly happening? An advertiser engages customers through our emerging channels. For example, CTV, mobile, digital out of home. Customers are directed to a landing page.
On that landing page, they are immediately getting a call for action, which is a coupon, for example. With that coupon, they go to the store, so they redeem it, or they redeem it online. Also, that's possible. The advertiser gains immediate insights, very transparent, what works, what doesn't work. It's super good because measuring is one of the big challenges of the advertising industry. An advertiser, of course, wants to know if the advertising that he does is really yielding, is really working. With this, you have a really nice tool to do that. This is rolled out in Germany at scale, but we will, of course, also internationalize this. Accelerating our strategic roadmap also here, just to go a bit more in detail.
Verticalization by industry doubles down on our high growth verticals, CPG and retail, through proven customer activation capabilities, making us much stronger there with all the relations also that I mentioned before. In the multi-channel approach, it's enabling shoppable campaigns. We have put in retail media as a strong part of also our strategy. With this, we get the ability to get shoppable campaigns across mobile, CTV, and digital out of home, and we can, as already mentioned, get that into measurable outcomes. Privacy first, quality standards. Retail integrated first-party transaction data. They ensure privacy, compliance, and outcome-driven measurement. Also here we have a tick-to-box. Platform unification. Also in this case, we don't talk about a supply-side platform or demand-side platform. No big technical integrations make life a lot easier.
Investment into sales and geo expansion, as already mentioned, expands our footprint in the German market, really puts a strong basis here with an experienced team and strong retailer networks and the direct brand relationships. Of course, those we can leverage also outside of Germany, because a lot of those retailers not only work in Germany, and also the brands, of course, not only work in Germany. M&A as add-on on organic growth, tick-to-box, of course, very complementary. Add revenues, technology at a very attractive multiple. Strengthening the core team, a lot of talent that we get in here. As mentioned, especially strengthening our German market position. I would hand over to Christian for the financials.
Thank you very much. Good. In terms of covering Arcado financials, we see here this is a somewhat smaller company than Captify. In total, revenues on a euro basis is €14.7 million. We're growing from €13.9 million in 2024. We expect revenue synergies to materialize in the short term of €1.5 million. On an adjusted EBITDA, the company performs with €4.1 million expected for 2025. That's an estimate. Also here, together with mostly on the revenue side, we really see an uptake of 40% on EBITDA, growing the EBITDA to €5.7 million on a shorter-term basis. It's a healthy company with strong EBITDA performance, solid organic growth, and we really see strong cross-selling potential in the retail media that can add significant EBITDA accreted to Verve Group SE on a media term timeline. The revenue potential is the core focus here for this acquisition.
Also here for Arcado, I'll go through the consideration structure. Altogether, it's a total consideration of €24.5 million, which equates to an EBITDA multiple of six. The transaction here is on a debt-free basis, and it's structured with a cash consideration of €17.2 million at closing. Closing is expected to be October 1, and therefore it would also be consolidated into our financials from October 1. There is a further deferred cash consideration 12 months after closing of €7.3 million, altogether the €24.5 million. That means it has an EBITDA multiple of three times at closing and 4.3 times at full consideration. Similar to Captify, this is of course accretive to our EBITDA, and it has an EBITDA margin roughly in line with the overall Verve Group SE EBITDA margin. Low ongoing capital expenditure requirements, and also, as Remco mentioned, quite moderate integration cost expected.
When we look at consolidation, and this is of course an estimate from October onwards, we expect it to contribute somewhere between €3.5 to €4.5 million net revenue contribution and between €0.9 to €1.2 million in EBITDA contribution. Perhaps a somewhat smaller acquisition, but nonetheless very, very interesting in that it really expands our market reach and our sales force in Europe, and it gives us an activation solution towards consumers with a very strong coverage and reach in German households. As Remco mentioned, this is part of our vertical focus in doubling down on CPG and retail and strategically aligns with our strategy, also in terms of expanding both mobile, CTV, and digital out of home. I went through the different financials, but again, to just recap, $15 million of revenues on a pro forma basis, $6 million on an addition on an adjusted EBITDA after synergies.
I think that covers basically the Arcado. If we put all this together, we wanted to also show kind of the relative size of the different acquisitions, but also the totality when we put it all together. Here we depict the combined pro forma financials full year for 2025. Altogether, Captify and Arcado would add on a pro forma basis full year $56 million in revenues and $8 million in adjusted EBITDA. You can see here the different breakdowns. On revenue, it would be the $500 million that, as a midpoint from our guidance, plus $41 million for Captify, plus $15 million for Arcado, totaling $556 million. On the adjusted EBITDA, again, using the midpoint of our guidance, $132.5 million, plus $4 million, plus $4 million to $141 million. That is on a pro forma basis. We see strong potential to take that up.
When you add the additional synergies that we have identified, that would add a further $3 million adjusted EBITDA to our results. These synergies will materialize on a full year run rate into 2026. Maybe important to say these M&A transactions are additional to our guidance. Our guidance was provided without M&A, and our guidance remains with M&A on top. I hand back to Remco.
Thank you, Christian. That brings me to the last slide of the presentation. That is really the summary of both transactions. We're super happy, and we happily welcome also the teams of Captify and Arcado. I was yesterday at the DMEXCO, which is a big advertising fair in Cologne in Germany. We also had the Arcado team there, or some people of the Arcado team already in our booth, and seeing also very positive reactions on that. Summarizing it, the two transactions strategically strengthen our demand-side business and thereby, of course, the overall business, doubling our sales force, expanding our brand and agency reach, especially also into the Whole Co area, which I mentioned before. Growing our footprint in Europe, Germany, and UK, and also, of course, in the US. It's important because we want to really expand our geos in Germany and UK.
The transactions both add to that, so Captify to the UK and Arcado to Germany. Adding valuable retail inventory and data assets, as mentioned, the access to retail stores by Arcado and the strong search intent data that we get from Captify. Increasing measurable outcomes for CPG and retail clients by really being able to measure what people buy. Does advertising work? That's also one of the important things here. That brings me to the end of this presentation. I would open up for questions, but just want to mention we're super happy that we're able to close those transactions. Looking forward to further expand our business. Handing back to the moderator. Thank you very much.
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We had a very clear presentation, I assume. We're, of course, happy to answer questions also further on. Thank you very much for attending this call. We go back to working and making sure that we really capitalize on Captify and Arcado. Thank you very much, and have a good day. Bye.