- Strengthening the leading position on the market of receivables, reduction of the distance to the market leader, and a multiple increase in payments from debtors and revenues – these are the expected results of the presented strategy for an entity to be established as a result of the planned merger between BEST and Kredyt Inkaso within five years.
- Total expected synergies in terms of payments in the years 2016–2020 are estimated at over PLN 400 million, while cost efficiencies (concerning additional planned costs) come to PLN 30 million.
- The new entity shall be managed by a Management Board composed of top managers of both companies included in the merger.
- The value of the portfolio of receivables in the management of the companies included in the merger already comes to ca. PLN 17.6 billion. This value is expected to be at least doubled by 2020.
The Management Boards of BEST and Kredyt Inkaso have presented their strategy for a new entity to be established as a result of the planned merger of both companies, as well as the expected results of this strategy.
"We are merging two strong entities of comparable potential, yet positively different, so that our businesses are complementary to each other. We are sure that in the event of this merger 2 plus 2 shall not equal 4 but much, much more", said Krzysztof Borusowski, President of BEST. "We have become interested in Kredyt Inkaso mainly due to its diversified portfolio of receivables, a significant part of which is constituted by the receivables from the non-bank sector, as well as owing to the experience of the Kredyt Inkaso team in the mortgage portfolio section and its presence on foreign markets".
"BEST has at its disposal a large portfolio of bank receivables, moreover, it has its own TFI (investment fund company), while we entrust an external entity with investment fund management. Another advantage of BEST is its modern IT systems, while Kredyt Inkaso must currently update its systems to be able to continue its dynamic growth. BEST has also developed a corporate structure in accordance with western standards, which is also an important element in the context of planned further growth. Together we can gain much more than acting alone", said Paweł Szewczyk, President of Kredyt Inkaso.
New Management Board
According to the presented plans, the new entity shall be managed by the Management Board composed of top managers of the companies included in the merger. It shall be led by Krzysztof Borusowski as President of the Management Board. Paweł Szewczyk, current President of Kredyt Inkaso, as the Vice-president of the merged entity shall be responsible for the group's development on foreign markets, both in countries where Kredyt Inkaso has already conducted activity and on new European markets. Marek Kucner, current Vice-President of BEST, shall be responsible for finance and IT in the "new BEST" (also as Vice-president). The Management Board of the new entity shall be complemented by Barbara Rudziks, member of the Management Board of BEST, responsible for operations, and Jan Paweł Lisicki (current Vice-President of Kredyt Inkaso), who will be responsible for the vindicatory strategy and analyses.
In line with the plans presented today, it is expected that the merger of BEST and Kredyt Inkaso shall allow for multi-million synergies. These shall be mainly revenue synergies resulting mainly from the combination of databases of both companies, the use of the best vindicatory practice, the exchange of know-how and implementation of the state-of-the-art IT system Sigma in a merged group, soon to be launched in BEST. As a result of these actions, the expected payments from receivables shall be increased, while collection time shall be reduced. It is expected that total synergies in terms of inflows in the years 2016–2020 may exceed PLN 400 million.
The Management boards are also expecting significant savings in expenditures, resulting mainly from internal optimisation, the previously mentioned Sigma implementation, limited external costs (mainly TFI), or planned reduction in financing costs. The planned change in vindicatory strategies shall entail additional expenditures, but total expected cost savings before 2020 are estimated at almost PLN 30 million.
Increasing investments in portfolios
The merged entity will undoubtedly have a higher investment capacity. In the base scenario adopted in the presented strategy, the Management Boards of BEST and Kredyt Inkaso assume that total planned investments in receivables in the years 2016–2020 may come to ca. PLN 5 billion, including approx. PLN 700 million of planned capital expenditures on the already recognised foreign markets. "In this scenario we assume maintenance of foreign investments at the previous level, but we will certainly strive for further growth, mainly through entering new and mature European markets. We expect higher capacity of obtaining funds as a large, merged entity. Securities shall remain the main, preferred source of capital, while upon the merger we will also be able to think about offering bonds not only in Poland, but also on international markets, which – acting alone – would be much more difficult or even impossible", explains Paweł Szewczyk.
"Despite the planned increased expenditures on new portfolios of receivables, we expect keeping the gearing ratios at a very safe level, or even their reduction in the nearest years", adds Paweł Szewczyk.
Merger creates value
"We expect that due to the merger we will greatly improve our operating and financial results, strengthening our leading position and regularly narrowing the gap between us and the domestic leader. By way of illustration, our purpose within the scope of expected payments from debtors after five years comes to over PLN 1.3 billion per year, while currently the amount of payments received by BEST and Kredyt Inkaso slightly exceeds PLN 300 million. As a result of the planned synergies, we expect a simultaneous significant increase in efficiency by 2020", explains Krzysztof Borusowski.
"We also hope that the assumed improvement of efficiency will translate into the value of the new entity. The merger itself – when compared with the competition's ratios – builds the value of BEST and Kredyt Inkaso almost twice higher than the current total market valuation of the companies. As I mentioned previously, we are combining two strong players who have the capacity to develop on their own, but we are absolutely certain that the merged group will gain much more than each of the companies separately", sums up the President of BEST.
A legal merger of the companies is planned for the second quarter of next year, while an operational merger – by the end of 2016.
Contact for investors:
Kredyt Inkaso S.A.
Investor Relations Office:
Phone no.: +48 608 089 200
This release has been developed and published in connection with public announcement on 17 December 2015 by Best S.A. ("BEST", "Company") and Kredyt Inkaso S.A. ("KI") of the presentation prepared jointly by BEST and KI, the sole purpose of which is to enable the BEST shareholders, KI shareholders and Gamex Sp. z o.o. ("Gamex") to receive more information on the planned merger of BEST, KI and Gamex to be processed pursuant to Article 492 (1) (1) dated 15 September 2015 of the Code of Commercial Companies ("KSH") by transferring all KI's assets as a target company and all Gamex's assets as a second target company to BEST, with a simultaneous increase in share capital of BEST by the issuance of BEST shares to the KI entitled shareholders ("Merger Shares") ("Merger").
Carrying out the Merger depends on the performance of a series of actions, including e.g. (i) preparation of a merger plan and other documents required pursuant to KSH and arrangement of a merger plan by companies participating in the Merger, (ii) analysis of the merger plan by an expert appointed by the registry court, (iii) development, approval by the Polish Financial Supervision Authority and publication of the information memorandum to be developed in connection with the issuance of Merger Shares, (iv) adoption of merger resolutions by relevant bodies of companies participating in the Merger, and (v) entry of the Merger into the register of entrepreneurs by the registry court. These actions have not been performed yet. It is unknown when they will be performed or even whether their performance shall lead to the Merger.
A foreseen schedule of actions related to the Merger and placed in the presentation attached to this current report is only preliminary and general. Its performance shall be largely dependent on the circumstances, on which BEST and KI have a limited impact or do not have any impact at all.
This release includes some future-related statements referring to the activity, financial status and value of the Company and KI, referring to the sector within which the Company and KI operate, and some statements concerning the planned synergies arising from the Merger, operating strategy, plans and purposes in reference to the Company's activity upon the Merger. The future-related statements included in this release, including assumptions, opinions and views of the Company and KI, as well as those cited from third party sources, shall constitute only estimates, plans and purposes, which are uncertain and fraught with risk. An actual course of action may differ significantly from the expected course owing to many factors, including changes within the scope of economic conditions, particularly economic conditions in Poland and abroad, changes in interest rates, level of competition, rights and regulations, potential impact of legal proceedings and the Company's capacity of achieving operating synergies within the scope of the Merger and any other future takeovers.
This release shall not constitute a part of, nor should be treated as an offer, incentive or invitation to make a subscription, render the services of underwriting or other acquisition of the Company's or KI's securities, nor should it constitute in whole or in part the basis to, nor should be referred to in connection with any agreement on acquisition of securities or making a subscription for the Company's or KI's securities, nor should it constitute in whole or in part the basis to, nor should be referred to in connection with any other agreement or liability.