Humble Group AB (publ) (“Humble”) has entered into a binding agreement with the owners of Swecarb AB (“the Company) regarding the acquisition of all shares in the Company (”Transaction”). The Company is acquired at a valuation of approximately SEK 27,4 million on a cash and debt-free basis. The purchase price for the shares in the Company amounts to a fixed remuneration of SEK 30 million (the “Purchase Price”) and a fixed earn out of approximately SEK 3,6 million to be paid out in 2022. Earn outs may also be paid out based on future EBIT results for 2021 and 2022. Of the Purchase Price, SEK 22.5 million will be paid out in cash and the remaining SEK 7.5 million in the form of 281,215 shares in Humble, which will be issued at a price of SEK 26.67. Swecarb distributes dietary supplements and sports nutrition and owns the exclusive rights to supply several products under the Vitargo brand. Vitargo is a market-leading global brand in fast-absorbing carbohydrates, recognized among both athletes and elite athletes, with a wide product range for improved performance, health and well-being. The Company’s estimated sales and EBITDA for the next twelve months amounts to approximately SEK 24,2 million and SEK 8,2 million respectively.
THE TRANSACTION IN SHORT
- The Company’s estimated sales and EBITDA for the next twelve months amount to approximately SEK 24,2 million and SEK 8,2 million, respectively.
- The Company is a distributor of dietary supplements and owns the exclusive rights to sell products under the Vitargo brand. Vitargo is a market-leading global brand in fast-absorbing carbohydrates, adapted for athletes and elite athletes who strive to improve performance, health and well-being.
- The purchase price for the shares in the Company amounts to SEK 30 million. Of the Purchase Price, SEK 22.5 million will be paid in cash and the remaining SEK 7.5 million in the form of 281,215 consideration shares, which will be issued at a price of SEK 26.67.
- In addition to the Purchase Price, a fixed additional earn out of approximately SEK 3,6 million is to be paid out in 2022.
- Two earn outs may be paid out, based on achieved EBIT results for 2021 and 2022.
- 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 12 months starting from the closing of the agreement.
- Founder, co-owner and CEO Stefan Bengtsson have committed to continue to manage and develop the Company for at least three (3) years after the completion of the Transaction.
- The completion of the Transaction will take place no later than 60 days from signing of the agreement.
”It’s very exciting to welcome Stefan Bengtsson and team Swecarb to Humble. Stefan has over 20 years of experience as an entrepreneur in the sports nutrition industry and during this period he has built up a large global network and contributed to the establishment of the leading brand Vitargo. During the process, we have identified several material synergies with our existing platform and are convinced that both the brand and the company will fit perfectly into Humble’s vertical in sports nutrition. Together with Stefan, we are very pleased to continue to provide many of our leading elite athletes and athletes with the market-leading products in fast-absorbing carbohydrates.”, says Simon Petrén, CEO Humble Group AB (publ).
” We are very proud to have been involved in building Swecarb from the ground up and now being able to become one part of a larger group with a strong presence and market position within sports nutrition industries. By becoming active under the Humble Group, we ensure that the company has the potential to continue to grow and gain greater exposure globally. It will be exciting to see what we at Swecarb and Humble can achieve together.” says Stefan Bengtsson, CEO Swecarb AB.
BACKGROUND AND MOTIVE
Swecarb is an international distributor of sports nutrition under the Vitargo brand. Vitargo is a market-leading brand for fast-absorbing carbohydrates and was started in the early 90s within Lyckeby Stärkelse, which together with a group of elite athletes with a background in rowing, triathlon and cross-country skiing wanted to develop more effective sports drinks. Since 2001, Swecarb has owned and established the brand to what it is today. The company’s products can be found at several of the largest sports retail chains both locally and globally.
The company has a stable underlying profitability and strong operating cash flows and the management of Humble has identified several material potential synergies in sales and manufacturing.
FINANCING
The Purchase Price and the purchase price regarding the Property will be financed through issuing of consideration shares and Humble’s current cash position.
ADVISORS
Rämsell Advokatbyrå AB has been the legal advisor to Humble 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 is solely for further informational purposes and the content of this press release has already been published by the Company, and where the Swedish press releases shall prevail.
ABOUT HUMBLE GROUP
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 Group is listed on Nasdaq Stockholm, First North Growth Market, under the ticker HUMBLE, FNCA Sweden AB is Humble Group’s certified adviser. Tel: 08-528 00 399 E-mail: info@fnca.se
IMPORTANT INFORMATION
This communication may contain certain forward-looking statements. Such statements are all statements that do not relate to historical facts and include expressions such as ”believe”, ”estimate”, ”anticipate”, ”expect”, ”assume”, ”predict”, ”intend”, ”may”, ”presuppose”, ”should” or similar. The forward-looking statements in this release are based on various estimates and assumptions that in several cases are based on additional assumptions. Although Humble believes these assumptions were reasonable when made, such forward-looking statements are subject to known and unknown risks, uncertainties and other important factors that are difficult or impossible to predict and that are beyond Humble’s control. Such risks, uncertainties and important factors could cause the actual results to differ materially from the results expressly or implicitly indicated in this communication through the forward-looking statements. The information, perceptions and the forward-looking statements in this release apply only as of the date of this release and may change without notice.