Humble Group AB (publ) (”Humble”) has signed a binding agreement with the owners of Go Superfoods Ltd. (“Go Superfoods” or the ”Company”) regarding the acquisition of all shares in the Company (the ”Transaction”). The purchase price amounts to approximately SEK 209.5 million* (the “Purchase Price”). Of the Purchase Price, approximately SEK 169.4 million will be paid out in cash and approximately SEK 40.0 million in the form of 2,031,881 shares in Humble. An earn out corresponding to a portion of the Company’s EBITDA results during the period 2021, 2022 and 2023 may be paid out provided that certain budget targets are met. Go Superfoods is located in Sheffield, UK, and is a leading producer and supplier of premium organic and ecological superfood products. Superfoods are foods from the nature which contain high amounts of nutrients. The Company’s estimated sales and EBITDA for 2022 are projected to amount to approximately SEK 248.0 million and approximately SEK 37.1 million, respectively.

*All amounts have been recalculated to SEK from Pound Sterling (FX GBP to SEK 12.4011).

THE TRANSACTION IN BRIEF

• The Company’s estimated sales and EBITDA for 2022 are projected to amount to approximately SEK 248.0 million and approximately SEK 37.1 million, respectively.
• The Purchase Price amounts to approximately SEK 209.5 million. Of the Purchase Price, approximately SEK 169.4 million will be paid out in cash and approximately SEK 40.0 million in the form of 2,031,881 shares in Humble.
• An earn out corresponding to a portion of the Company’s EBITDA results during the period 2021, 2022 and 2023 may be paid out provided that certain budget targets are met.
• The sellers have entered into lock-up agreements regarding 100% of the shares which will be received as part of the Purchase Price for a period of 24 months starting from the closing of the Transaction and 6 months regarding the shares which may be received as part of the Earn-out.
• The Company’s founder and CEO has undertaken to stay committed in the Company and manage operations during a period of at least three (3) years from closing of the Transaction.
• The completion of the Transaction will take place no later than 60 days from signing of the agreement.

”We are incredibly excited to welcome Harry Singh and the Go Superfoods team to Humble. Through the Transaction, we will enter a new niche market segment in which the Company has established itself as a competitive multi-channel supplier and as a strong own brand. In addition, we continue to increase our product offering of climate smart and healthy products. There is a huge market potential within the superfoods segment and we look forward to assist the Company in broadening its sales channels and increasing its brand exposure in Humble’s key markets. Sustainability is the core of the Company’s business and products, and it is truly gratifying to share our vision together with the Go Superfoods team and keep offering consumers and companies innovative and market leading “better for you” products.” says Simon Petrén, CEO of Humble Group AB (publ).

“I am delighted to announce that Go Superfoods will be joining the Humble family. At Go Superfoods we’ve always strived to be a bridge connecting growers of superfoods in the developing world with European consumers looking to improve their health and wellbeing. Humble are the perfect partner for us to continue our journey with and we look forward to working with Simon and his team at Humble to accomplish our shared vision.” says Harry Singh, CEO and founder of Go Superfoods.

BACKGROUND AND MOTIVES
Go Superfoods is a leading producer and supplier of premium organic and ecological superfood products. The Company offers a wide range of superfoods to retail customers and distributors under its own brands Green Origins, Rainforest Foods, and Puira, as well as offering ingredient wholesale and private label production. Go Superfoods is also the license holder for the brand “Sevenhills Wholefoods”, which products are sold directly to consumer online.

The Company has established itself as a competitive superfoods supplier with a broad customer base, which include specialist and nutrition retailers, distributors, food manufacturers and private consumers with approximately 80 per cent recurring revenues. 35 per cent of the Company’s sales pertain to exports.

RESULTS, SYNERGIES AND CONSOLIDATION
The Company’s estimated sales and EBITDA for 2022 are projected to amount to approximately SEK 248.0 million and approximately SEK 37.1 million, respectively.

Through the Transaction, Humble will improve its market position in the UK as well as its product offering within the vertical ingredients and nutrition. Humble’s management has identified a number of potential material synergies such as increased purchasing power as well as cross-selling opportunities.

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.