THE TRANSACTION IN BRIEF
- The transaction includes 51% of the shares in Amerpharma (the "Shares"), the remaining 49% of the shares will continue to be owned by the founder and seller Mariusz Klementowski
- The purchase price for the Shares amounts to SEK 41,076,290 and shall be paid in cash upon acquisition of the Shares.
- An earn-out based on the Company's net revenue will be paid annually for a maximum of 5 years after completion of the Transaction.
- Closing of the Shares is expected to take place within approximately 90 days.
- Bayn is financing the Transaction with existing cash.
- The founder of Amerpharma and the seller, Mariusz Klementowski, has committed to continue to operate and develop the business for at least 5 years after the completion of the Transaction.
- Bayn's portfolio of businesses that develop, sell and market sugar-reduced foods offers significant synergies for the Bayn Group and through the Transaction, Bayn is expected to gain a strengthened market position in the calorie-free and sugar-reduced food segment.
- Amerpharma has enjoyed high organic growth and profitability, with growth of over 50 percent per year for the past three years.
- Amerpharma has forecast net revenue and adjusted EBITDA for the next 12 months of approximately SEK 71 million and approximately SEK 12 million respectively.
- On a consolidated basis, Amerpharma adds significant revenue growth to the Bayn Group and significantly improves the Bayn Group's profitability at the consolidated EBITDA level.
- Bayn and Amerpharma expect continued strong growth in the Company in the coming years and Bayn will therefore be involved in financing an additional factory of approximately SEK 10 million in order to meet the high demand that the Company has for its products.
- The transaction is in line with Bayn's communicated strategy to actively identify, evaluate and acquire interesting foodtech companies.
"The acquisition of Amerpharma is another piece of the puzzle for Bayn in becoming a leading full-service provider of sugar and calorie reduced foods. The deal is an excellent strategic fit for Bayn, where we aim to acquire strong companies with high organic growth and significant synergies for the Bayn Group. Mariusz and his team are fantastic entrepreneurs and have in recent years managed to grow the business and sales by over 50 percent per year and with increased profitability. Together we also get access to a very attractive business network, where Amerpharma already sells to many customers to whom it is an excellent fit to offer Bayn's product EUREBA. We see many synergies with the acquisition and will immediately initiate new product development projects as well as streamline the value chain and scalability in purchasing processes for increased profitability. It is with great pleasure that we welcome Mariusz and his team to Bayn." says Simon Petrén, Vice President and M&A Manager Bayn Group AB.
"The acquisition gives us a strong foothold in the Polish market, where there is great potential for us to grow even faster with part of the group in central Europe. Amerpharma has many attractive products in new segments such as sports nutrition, where we now strengthen the group's total foodtech offering and get more available verticals for expansion." says Patrik Edström, CEO Bayn Group AB
"It feels incredibly exciting to become part of the Bayn group to take Amerpharma to new heights. As a company, we have had very strong organic growth and development historically. Mutual synergies and investments from Bayn will allow us to grow even faster now. I really look forward to continuing our journey together." says Mariusz Klementowski, CEO and founder of Amerpharma.
BACKGROUND AND MOTIVES
Bayn, a foodtech group within sugar-reduced foods, has signed a binding agreement to acquire 51 percent of the shares in Amerpharma(www.amerpharma.com), for a purchase price of SEK 41,076,290 to be paid in cash upon closing of the Shares, which is expected to take place within approximately 90 days. An earn-out based on the Company's net revenue will be paid annually for a maximum of 5 years after completion of the Transaction.
Amerpharma is a leading European manufacturer of sugar- and calorie-reduced sauces, jams and syrups. The company has its own manufacturing facilities and sells products under its own brands to hundreds of customers in Europe, Asia, the US and the Middle East. The company has a strong focus on product innovation and product development and has in recent years been successful in developing unique food products where sugar has been replaced with protein and natural sweeteners. Historically, the company has also had high organic growth and profitability, with growth of over 50 percent per year over the past three years.
The founder of Amerpharma and the seller, Mariusz Klementowski, has undertaken to continue to operate the Company for at least 5 years after the completion of the Transaction.
The acquisition of Amerpharma strengthens Bayn's market position in calorie and sugar reduced foods. Both Bayn and Amerpharma are active in a fast-growing niche and the acquisition gives the Bayn group access to several new segments where EUREBA can be used in the manufacture of products. The combination of Bayn's subsidiaries and Amerpharma's customer network offers significant opportunities and synergies through cross-selling and strengthened market channels.
Bayn and Amerpharma expect continued strong growth in the Company in the coming years and Bayn will therefore be involved in financing an additional factory of approximately SEK 10 million in order to meet the high demand that the Company has for its products
The combined group will continue to optimize and further develop the technological capabilities in manufacturing to bring additional products to the market. Bayn expects the acquisition to result in a number of potential synergies and increased growth opportunities immediately following completion of the Transaction.
RESULTS AND SYNERGIES
Amerpharma has forecast net revenue and adjusted EBITDA for the next 12 months of approximately SEK 71 million and approximately SEK 12 million respectively.
Bayn will report Amerpharma as a subsidiary of Bayn. The completion of the transaction will significantly improve the profitability of the Bayn Group on a consolidated EBITDA level.
FINANCING
The acquisition is financed from existing cash.
For further information, please contact:
Simon Petrén, Deputy CEO Bayn Group AB
Tel: +46709999455
Email: simon.petren@bayneurope.com
This information is information that Bayn Group AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at September 3, 2020 at 19:45 CET.
About Bayn
Bayn Group is a Swedish food-tech 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.bayneurope.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.
