Humble Group AB (publ) (”Humble”) has signed a binding agreement with the owners of LEV Group (“LEV” or the ”Company”) regarding the acquisition of all shares in the Company (the ”Transaction”). The purchase price amounts to approximately SEK 163.2 million* on a cash and debt free basis (the “Purchase Price”). Of the Purchase Price, approximately 58 percent will be paid out in cash and approximately 42 percent in the form of shares in Humble. Variable earn outs corresponding to 0.6x of the Company’s EBITDA results during 2022, 2023 and 2024 may be paid out provided that certain budget targets are met. LEV is a Portuguese brand active in the production and sale of dietary supplements as well as healthy foods, snacks, and ready-to-eat meals with high biological proteins. LEV commercializes products under its own brands with a portfolio of approximately 150 various products. The Company produces in its own facilities located in Porto and Aveiro, Portugal and through third party contracting. The Company’s estimated sales and EBITA for 2022 are projected to amount to approximately SEK 148.0 million and approximately SEK 34.6 million, respectively.

*All amounts have been recalculated to SEK from Euro (EUR) (FX EUR to SEK 10.53).
 

THE TRANSACTION IN BRIEF

• The Company’s estimated sales and EBITA for 2022 are projected to amount to approximately SEK 148.0 million and approximately SEK 34.6 million, respectively.
• The Purchase Price amounts to approximately SEK 163.2 million on a cash and debt free basis. Of the Purchase Price, approximately 58 percent will be paid out in cash and approximately 42 percent in the form of shares in Humble.
• Variable earn outs corresponding to 0.6x of the Company’s EBITDA results during 2022, 2023 and 2024 may be paid out provided that certain budget targets are met.
• The sellers have entered into lock-up agreements regarding parts of the shares which will be received as part of the Purchase Price for a period of 12 months starting from the closing of the Transaction and 6 months regarding the shares which may be received as part of the earn-outs.
• The seller and the key management figure has undertaken to stay committed in the Company and manage operations during a period of at least four (4) years from closing of the Transaction.
• The completion of the Transaction will take place no later than 60 days from signing of the agreement.

”LEV’s products are based on studies that have shown positive results in weight loss and control of  obesity. The LEV method characterizes the Company’s brand which include products such as healthy snacks, ready-to-eat meals and dietary supplements. As a result of the acquisition, Humble will broaden its product range in both the healthy food & snacks category as well as the nutrition segment. The Company also operates across the value chain with in-house production in the local market with further capacity potential as well as within the distribution vertical. The transaction is of a somewhat strategic nature as we take on additional geographical market presence in Portugal whilst entering into Spain and France. This creates great opportunities for expansion, and we have identified a number of material synergies such as increased production capabilities within snacks supplements, cross selling opportunities of the Company’s assortment to new markets, as well as increased market presence for Humble’s existing brands by creating exposure in LEV’s channels. We warmly welcome the entire LEV organization and its employees to Humble.” says Simon Petrén, CEO of Humble Group AB (publ).

BACKGROUND AND MOTIVES
LEV is a Portuguese brand active in the production and sale of dietary supplements as well as healthy foods, snacks and ready-to-eat meals with high biological proteins. LEV commercializes products under its own brands with a portfolio of approximately 150 various products. The Company produces in its own facilities located in Porto and Aveiro, Portugal and through third party contracting.

As a highly innovative food company with a clear focus on development, production and offering of healthy consumer products, the management in Humble assess that the Company will make a good fit to Humble Group.

FINANCING
The Purchase Price is financed by issuing consideration shares and Humble’s existing cash.

ADVISORS
Rämsell Advokatbyrå AB is the Swedish legal advisor and Shoosmiths is the local legal advisor to Humble in connection with the Transaction. Carbon Corporate Finance is the local financial advisor and Pannone Corporate LLP is the local legal advisor to the Company in connection with the Transaction.

For further information, please contact:
Simon Petrén, CEO, Humble Group AB
Tel: +46 70 999 94 55
E-mail: simon.petren@humblegroup.se

The information in this press release has been published by the above contact person, at the time specified by Humble Group’s news distributor Cision at the time of publication of this press release.

About Humble
Humble Group is a Swedish food-tech and FMCG-group, supplying the next generation of products that are good for people and the planet. Humble targets the segments of foodtech, eco, sustainability and vegan to drive high organic growth, acquisitions and utilize synergies in the different operation entities: Brands, Distribution, Manufacturing and Ingredients and R&D. Humble’s technology 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-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. FN Sweden AB is Humble’s certified adviser. Tel: 08-528 00 399 E-mail: info@fn.se

Forward-looking statements
This press release contains forward-looking statements that reflect Humble’s intentions, beliefs, or current expectations about and targets for 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 may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although Humble believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies, and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. Humble does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this press release or any obligation to update or revise the statements in this press release to reflect subsequent events. Readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. 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, unless it is not required by law or Nasdaq Stockholm’s rule book for issuers.