"It feels very good that we have now completed the deal with Humble and can put full focus on the next step. Through the acquisition, we get a fantastic company with a high-performing and entrepreneurial team. We have now opened up the ECO & Sustainability vertical and taken a strategic position towards becoming a leading player for the FMCG products of the future and strengthen the capacity to challenge the big companies. In combination with the proposed name change "Humble Group" and the new branding that we will roll out, we are already seeing a positive effect from several entrepreneurs who have contacted us and want to become part of the group. Together we will be a stronger force and it is clearer to me than ever that the need for this type of challenger - a home for entrepreneurs with core values of improving products and brands that contribute to human health, planetary sustainability and innovation, is a macro trend to be reckoned with going forward. It is with great pleasure that the management and board welcome Noel and team Humble to Bayn." says Simon Petrén, CEO Bayn Group AB (publ).
"We are delighted that The Humble Co. is now formally part of Bayn and the future Humble Group, where we form a group with an effective platform that means that together we have the opportunity to become a leading player in the future of FMCG products. With The Humble Co.'s strong reputation and export network, as well as sales to over 40,000 stores added to the group, we will be able to quickly take Tweek, Pändy, Slender Chef and Green Star to new markets and heights. I will now take over as Vice President of the Group and take operational responsibility for sales, marketing and distribution, where there is enormous potential in the brand portfolio that the Group has. With the high sales of e.g. Tweek per store in Sweden, we can multiply the turnover in a short time if we only scale out in a fraction of the stores and markets where we have gotten to know buyers and distributors over the years with Humble. The whole team is very excited to start realizing all the soft and tangible financial synergies in terms of potential cross-selling, marketing and distribution that arise from the transaction. Let's go!" says Noel Abdayem, CEO and founder of The Humble Co. AB.
Humble has been acquired on a cash and debt free basis at a value of approximately SEK 797 million for a purchase price of SEK 809 million. Bayn has paid approximately SEK 608 million of the purchase price by paying approximately SEK 198 million in cash to the sellers and by the Board of Directors of Bayn having resolved to issue and allot 28,580,838 shares in Bayn to the sellers. The newly issued shares are issued at the volume weighted average price (VWAP) 30 days prior to the closing of the letter of intent on February 3, 2021 and correspond to a value of approximately SEK 410 million. The sellers of Humble have paid in full for the subscribed and allotted shares in the form of shares in Humble. Bayn's share capital will be increased by approximately SEK 6,287,784 in connection with the issue.
All other conditions for the completion of the transaction have been fulfilled and Bayn has thereby acquired the shares in Humble. An additional purchase price corresponding to an amount of 0.5x adjusted EBITDA for 2021 and 2022 will be paid during 2021 and 2022.
The transaction has been financed through a combination of existing cash, issuance of consideration shares and a bond issue of approximately SEK 200 million on Bayn's outstanding bond loan (ISIN: SE0015243472). Following the bond issue, Bayn has issued a total of SEK 300 million within the framework of its outstanding bond loan of SEK 500 million.
Rämsell Advokatbyrå AB is acting as legal advisor to Bayn in connection with the Transaction. Carnegie Investment Bank AB (publ) is acting as financial advisor to Bayn and Gernandt & Danielsson Advokatbyrå KB is acting as legal advisor to Carnegie in connection with the bond issue. Rothschild & Co. is acting as financial advisor and Baker & McKenzie Advokatbyrå KB is acting as legal advisor to the sellers of Humble in connection with the Transaction.
For further information, please contact:
Simon Petrén, CEO, Bayn Group AB (publ)
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
Important information
This communication may contain certain forward-looking statements. Such statements are all statements that are not historical facts and include expressions such as "believes", "estimates", "expects", "anticipates", "assumes", "anticipates", "intends", "may", "continues", "should" or similar expressions. The forward-looking statements in this release are based on various estimates and assumptions, many of which are based on additional assumptions. Although Bayn believes that these assumptions were reasonable when made, such forward-looking statements are subject to known and unknown risks, uncertainties and other important factors that are difficult or impossible to predict and are beyond Bayn's control. Such risks, uncertainties and material factors could cause actual results to differ materially from those expressed or implied in this communication by the forward-looking statements. The information, beliefs and forward-looking statements contained in this communication speak only as of the date of this communication and are subject to change without notice.
