THE TRANSACTION IN BRIEF
- The purchase price amounts to SEK 118 436 222 which will be paid in cash.
- MedicaNatumin has undertaken to reinvest SEK 113,000,000 of the Purchase Price in shares in Humble above market during a period from completion of the Transaction. The reinvestment is a change from the original agreement with MedicaNatumin whereby part of the Purchase Price was to be paid in newly issued shares in Humble. The transaction will therefore not result in any dilution of the shares in Humble.
- The Humble shares that MedicaNatumin is obliged to acquire are subject to transfer restrictions, so-called lock-up, for six months from the completion of the Transaction regarding 70 percent of the shares and for twelve months from the completion of the Transaction regarding the remaining 30 percent of the shares.
- The completion of the Transaction is conditional upon a sufficient majority at the extraordinary general meeting of MedicaNatumin resolving to approve the Transaction and to adopt new articles of association in which MedicaNatumin's corporate name has been changed and that MedicaNatumin has obtained approvals from certain contractual parties not to exercise change of control provisions in connection with the Transaction. Shareholders representing approximately 30 percent of all shares and votes in MedicaNatumin have undertaken to vote in favor of the proposal to approve the Transaction at the General Meeting.
- During the twelve-month period ended December 31, 2021, the Companies' sales and EBITDA amounted to approximately SEK 218.7 million and approximately SEK 11.4 million, respectively. Adjusted for changed overhead costs and costs related to ownership and stock exchange issues following the completion of the Transaction, the management of Humble and MedicaNatumin estimates that the Companies' total EBITDA for the twelve-month period ended December 31, 2021 would have amounted to approximately SEK 20.4 million.
- MedicaNatumin's CEO, Peter Hencz, has committed to continue to operate and develop the Companies for at least twelve (12) months after completion of the Transaction.
- Closing will take place no later than 60 days after all closing conditions have been met.
"We are very pleased to have reached a binding agreement with MedicaNatumin to acquire its operational businesses. We see great potential in Bolagen and its CEO Peter Henczs who has a strong reputation in the industry. The transaction means that we strengthen our position in the dietary supplement vertical by gaining an expanded product portfolio and the cutting-edge expertise that the companies possess in development and production. It is particularly pleasing that MedicaNatumin will reinvest almost the entire Purchase Price in Humble shares and that our shareholders will thus not be diluted in connection with the Transaction. We hope to offer a continued exciting journey for MedicaNatumin shareholders who become part of Humble after the Transaction." says Simon Petrén, CEO Humble Group AB (publ).
"We see this as a very interesting opportunity for MedicaNatumin to strengthen its position in dietary supplements and nutrition, a segment where Humble has successfully established itself as a competitive player. Together, we can create a leading market position in the Nordic region in the segment where MedicaNatumin complements Humble's existing capabilities and vice versa. With Humble as owner of the Companies, we will also be able to leverage a larger network for increased sales potential and join a stable and rapidly growing organization that can offer the resources we need to create long-term shareholder value." says Jonas Carpvik, Chairman of MedicaNatumin AB.
SYNERGIES
The management of Humble and MedicaNatumin have identified a number of material synergies that can be realized following the Transaction. Humble's management believes that there are, among other things, opportunities for cost savings in overhead, production and the supply chain as well as sales potential through increased distribution of Humble's products in the Companies' health food channels. The Companies also have the potential to increase current production utilization as a result of the sales opportunities that the Humble Group can provide. In addition to the identified synergies, the Companies' management possesses a solid and long industry knowledge, which is considered beneficial to identify and execute on add-on acquisitions in the sector and thus expand Humble's position in the ingredients and nutrition vertical across the value chain.
Together, the Companies are expected to realize significant cost synergies, which are estimated to improve MedicaNatumin's EBITDA for the most recent twelve-month period ended December 31, 2021, from approximately SEK 11.4 million to approximately SEK 20.4 million.
FINANCING
The purchase price is financed from Humble's existing cash resources.
ABOUT MEDICANATUMIN
MedicaNatumin develops, manufactures and markets health and beauty products based on innovative ingredients and sound research. MedicaNatumin's leading brands in the categories of dietary supplements, medical devices, and dermatological and cosmetic products are sold largely in the Nordic market, but also to consumers around the world. The companies also have the distribution rights for a number of popular organic foods and skin care products on the Norwegian market. Headquarters and production are located in Jönköping and Habo respectively.
ADVISORS
Rämsell Advokatbyrå AB is acting as Swedish legal advisor and Advokatfirmaet Selmer AS is acting as local legal and financial 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 Market's Rule Book for Issuers.
