"It feels very good to complete the acquisitions now before the end of the year and we step into 2021 with full focus on continued growth and new acquisitions. Through the acquisitions of Green Sales Distributions and Golden Athlete, we gain several exciting brands that strengthen our position on the health shelf and make us a leading player in the segment. Both companies fit perfectly into our strategic platform and have a proven ability to deliver strong cash flows, sales and profitability during growth. The founders of the companies are recognized and highly skilled entrepreneurs in their respective fields. It is with great pleasure that we in the management and the board welcome Krister, Magnus and Tomas with their respective teams to Bayn Group." says Simon Petrén, Vice President Bayn Group AB.
Bayn has paid the fixed purchase price for the shares in GSD by paying approximately SEK 26 million in cash to the sellers and by the Board of Directors of Bayn resolving on the issuance and allotment of 2 380 953 shares in Bayn to the sellers. The newly issued shares represent a value of approximately SEK 25 million (i.e. SEK 10.50 per share, a premium of 32% compared to the VWAP on the day before the closing date). Of the cash portion, approximately SEK 21 million represented repayment of loans to the sellers and approximately SEK 1 million of the amount will reduce the earn-out. The sellers of GSD have paid in full for the subscribed and allotted shares in the form of shares in GSD and set-off of debt of SEK 17 million. Bayn's share capital will be increased by approximately SEK 523,809 in connection with the issue.
All other conditions for the completion of the transaction have been met and Bayn has thus acquired the shares in GSD. An additional purchase price based on certain key ratios in GSD will be paid in 2021. The additional purchase price can amount to a maximum of approximately SEK 23.5 million.
Of the fixed purchase price for the shares in GA of SEK 13 million, Bayn has paid approximately SEK 2.5 million in cash to the seller. In addition, the Board of Directors of Bayn has decided to issue and allot 731,776 shares in Bayn to the seller. The newly issued shares represent a value of approximately SEK 7.7 million (i.e. SEK 10.50 per share, a premium of 24% compared to the VWAP on the day before the closing date). The seller of GA has paid in full for the subscribed and allotted shares in the form of shares in GA. Bayn's share capital will be increased by approximately SEK 161,000 in connection with the issue. The remaining part of the fixed purchase price of approximately SEK 2.8 million shall be paid by Bayn no later than December 28, 2021.
All other conditions for the completion of the transaction have been met and Bayn has thus acquired the shares in GA. An additional purchase price based on certain key ratios in GA will be paid during 2021 and 2022. The additional purchase price can amount to a maximum of approximately SEK 4.9 million.
The companies have forecasted net revenue and adjusted EBITDA for 2021 of approximately SEK 297 million and approximately SEK 18.7 million respectively.
The acquisitions are financed with existing cash and issued shares in Bayn. The companies will be consolidated as subsidiaries of the Bayn Group as of December 28, 2020 in the financial reporting.
For further information, please contact:
Simon Petrén, Deputy CEO, Bayn Group AB
Phone: +46 70 999 94 55
E-mail: simon.petren@bayngroup.com
The information in this press release was published through the agency of the contact person set out above, at the time stated by Bayn Group's news distributor Cision at the publication of this press release.
About Bayn Group
Bayn Group is a Swedish foodtech group, supplying cutting edge and healthy sugar reduction solutions for the food and beverage industry. Bayn's ingredient solutions, refined through scientific research and extensive market experience, facilitate new formulations and recipes that improve the taste and texture of the next generation of sugar-and calorie reduced products.
For more information www.bayngroup.com
Bayn is listed on Nasdaq Stockholm, First North Growth Market, under the ticker BAYN
FNCA Sweden AB is Bayn's certified adviser. Tel: 08-528 00 399 E-mail: info@fnca.se
