* All amounts are converted to SEK from EUR (FX EUR TO SEK 10.12)
"Marabu is a crucial strategic acquisition, where the addition of the business adds great value to the structural platform we are building. Germany is Europe's largest and most important FMCG market and through the transaction we ensure first-class service and access to the absolute largest and leading chains to reach out with distribution of our products. It is also a very experienced and stable entrepreneurial team with a long history of FMCG sales and marketing in the German and Austrian markets. Although we have worked very closely with the company since it is one of The Humble Co.'s most important retailers, I am convinced that the acquisition will take our relationship to the next level. It will be incredibly exciting to see what we can achieve together with the fantastic products and brands that are developed and delivered in the Humble Group's fast-growing subsidiaries." says Simon Petrén, CEO Humble Group AB (publ).
"We are all very excited to become part of Humble Group and share their vision of market transformation and the potential for Humble to become the next generation FMCG company, focusing on sustainable and better products. I am convinced that we will be able to realize many exciting synergies and I am excited to help market, sell and ensure a strong distribution and presence of the Humble brands in our German and Austrian markets. With our broad network of contacts and established relationships, we should be able to add value and cross-sell immediately." says Claus Bertschat, founder Marabu Markenvertrib GmbH.
"Together with Marabu, we succeeded in building The Humble Co. to become the market leader in eco-friendly toothbrushes in Germany. The entrepreneurs Claus, Detlev and Michael are extremely experienced brand builders with a wide network across all chains in the country and together we look forward to continue growing several new strong Humble Group brands in the DACH market. Having a local team in place that includes marketing, logistics, QC, KAM and much more, enables a strong strategic platform to offer our brands in Europe's most important market." says Noel Abdayem, Deputy CEO Humble Group AB (publ).
THE TRANSACTION IN BRIEF
- Marabu has a forecast turnover and adjusted EBITDA for 2021 of SEK 171 million and SEK 12.5 million respectively.
- The company forecasts average sales and profitability growth of around 10% per year going forward.
- Humble Group already has a close business relationship with Marabu, which is the distributor of oral care products to Humble's subsidiary The Humble Co.
- The purchase price amounts to SEK 75.9 million. Of the Purchase Price, SEK 50.6 million, corresponding to 66.7%, shall be paid in cash and the remaining SEK 25.3 million, corresponding to 33.3%, shall be paid in the form of consideration shares, which are issued at a price corresponding to VWAP 10 trading days prior to the agreement date plus a premium of 10%.
- Earn-out payments of up to SEK 13.2 million may be paid, based on EBITDA results achieved for 2021 and 2022.
- Marabu and the management of Humble have identified several material potential synergies such as sales, marketing and distribution of the existing operating companies in the German and Austrian markets.
- The sellers have entered into lock-up undertakings in respect of 100% of the shares received as part of the Purchase Price for a period of 24 months from the closing date.
- The Sellers and the founders of the Company have committed to continue to operate and develop the Company for at least five years following completion of the Transaction.
- Access will take place no later than 40 days from the date of the contract.
BACKGROUND AND MOTIVES
Marabu Markenvertrieb GmbH is a leading German FMCG distributor specializing in cosmetics, beauty and wellness. The company has a long operating history spanning 18 years since its inception in 2003, with a stable underlying profitability and cash flows. Marabu sells and markets FMCG brands to some of Germany and Austria's largest retailers. The management of Humble has identified many material potential synergies as well as the opportunity to accelerate the commercialization and development of the distribution vertical within Humble Group.
Claus Berschat is the founder and one of 3 entrepreneurs who together run and develop Marabu. The team has a solid experience in the FMCG industry and a very high level of expertise in marketing, sales and distribution. In recent years, the company has distributed leading brands in the FMCG industry and driven the development of sustainable and environmentally friendly products on the market and the launch of many of the FMCG industry's most popular and fastest growing brands on the German and Austrian markets.
ADVISORS
Rämsell Advokatbyrå AB is acting as Swedish legal advisor and Berner Fleck Wettich Partnerschaft von Rechtsanwälten mbB 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.com
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.com
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 Markets' Rule Book for Issuers.
