THE TRANSACTION IN BRIEF
- The company's estimated net sales and EBITDA for the next twelve months amount to approximately SEK 77.1 million and approximately SEK 11.0 million respectively.
- Fitnessgrossisten is a Norwegian market leader in the import and distribution of dietary supplements and fitness accessories.
- The purchase price for the shares in the Company amounts to a fixed consideration of SEK 37.4 million. Of the Purchase Price, SEK 18.7 million shall be paid in cash and the remaining SEK 18.7 million in the form of 637,790 shares in Humble, which are issued at a price of SEK 29.32 .
- Variable earn-outs may also be payable based on future EBIT results for 2022, 2023, 2024 and 2025.
- The Seller has entered into lock-up undertakings in respect of 100% of the shares received as part of the Purchase Price for a period of 18 months from the closing date.
- Access will take place no later than 60 days from the date of the contract.
"With the acquisition of Fitnessgrossisten, Humble Group is now entering the Norwegian market for real. We are very pleased to welcome the entrepreneur Øivind and the team at Fitnessgrossisten to Humble. The company has successfully established itself as a market leader in the distribution of dietary supplements and we see great opportunities in integrating the business with our existing sales channels, products and brands. Our position in the sports nutrition segment is further strengthened by Fitnessgrossisten becoming part of the group and we are of course excited to strengthen our offering of high quality supplements to both elite athletes and the common man" says Simon Petrén, CEO Humble Group AB (publ).
"It is very exciting to become part of Humble Group. The group has a strong market position in sports nutrition and with the help of their wide network we will be able to take our business to the next level. Together we will strive to deliver the highest quality supplements to tomorrow's customers" says Øivind Hansen, CEO Fitnessgrossisten.
"After several years of successful cooperation as a supplier, I am now looking forward to welcoming Fitnessgrossisten to the group. Over the years, they have built up a very good business with investments already made in an extremely modern, efficient and scalable warehouse management system. I have great confidence in Øivind and his team and look forward to continuing to develop the business with strong synergies in brands, market access and purchasing power with increased profitability, growth and customer satisfaction" says Tomas Perérs, CEO Golden Athlete AB
BACKGROUND AND MOTIVES
Fitnessgrossisten is engaged in B2B sales of high-quality and competitively priced dietary supplements and B2C sales of fitness accessories from well-known brands through its online channels. In addition to distribution, the Company also provides warehousing and packaging of third-party products. Fitnessgrossisten has a clear sustainability profile by striving to deliver the healthiest and highest quality dietary supplement products.
Since its inception in 2012, the company has experienced stable growth with good underlying profitability. The management of Humble has identified several material potential synergies in areas such as sales and distribution.
FINANCING
The purchase price is financed through the issuance of consideration shares and Humble's existing cash.
ADVISORS
Rämsell Advokatbyrå AB is acting as Swedish legal advisor and Advokatfirmaet Selmer AS is acting as local legal advisor to Humble in connection with the Transaction.
For further information, please contact:
Simon Petrén, CEO, Humble Group AB
Phone: +46 70 999 94 55
E-mail: simon.petren@humblegroup.se
The information in this press release was published through the agency of the contact person set out above, at the time stated by Humble's news distributor Cision at the publication of this press release.
ABOUT HUMBLE
Humble Group is a Swedish foodtech and FMCG group delivering the next generation of consumer products that are good for people and the planet. Humble focuses on the foodtech, eco, sustainability and vegan segments. The companies are growing through organic growth, acquisitions and leveraging synergies in the different business units: brands, distribution, manufacturing and ingredients. Humble's technologies, refined through scientific research and extensive market experience, facilitate new formulations and recipes that improve taste and texture for the next generation of sugar-reduced, sustainable and vegan products. For more information, visit www.humblegroup.se
Humble is listed on Nasdaq Stockholm, First North Growth Market, under the ticker HUMBLE. FNCA Sweden AB is Humble's certified adviser. Tel: 08-528 00 399, e-mail:info@fnca.se
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements that reflect Humble's intentions, beliefs or expectations regarding Humble's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which Humble operates. Forward-looking statements are statements that are not historical facts and can be identified by the use of words such as "believes", "expects", "anticipates", "intends", "estimates", "will", "may", "anticipates", "should", "could" and, in each case, the negatives thereof, or similar expressions. The forward-looking statements in this press release are based on various assumptions, many of which are based on additional assumptions. Although Humble believes that the assumptions reflected in these forward-looking statements are reasonable, there can be no assurance that they will materialize or that they are accurate. Because these assumptions are based on assumptions or estimates and are subject to risks and uncertainties, actual results or outcomes could differ materially from those in the forward-looking statements for a variety of reasons. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this press release by the forward-looking statements. Humble does not guarantee that the assumptions underlying the forward-looking statements contained in this press release are accurate and any reader of the press release should not place undue reliance on the forward-looking statements contained in this press release. The information, opinions and forward-looking statements expressed or implied herein are made only as of the date of this press release and are subject to change. Neither Humble nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, except as required by law or Nasdaq First North Growth Market's Rule Book for Issuers.
