Humble Group AB (publ) (”Humble”) has signed a binding agreement with the owners of Group 472 ApS (”True Gum” or the “Company”), regarding the acquisition of all shares in the Company and its subsidiaries (the ”Transaction”). The total purchase price amounts to a maximum of SEK 352.4 million* of which SEK 237.2 million is a fixed purchase price (the “Purchase Price”), SEK 31.6 million is deferred compensation and up to SEK 83.6 million are earn-outs based on the Company’s future EBITDA results for the accounting years 2022-2024. Of the Purchase Price, SEK 155.7 million will be paid out in cash and SEK 81.5 million in the form of 2,605,591 newly issued shares in Humble, which will be issued at a price of SEK 31.31 per share. True Gum is a fast-growing food tech company from Denmark that in just three years has become a European market leader within sustainable chewing gums and mints. The Company’s main markets include Denmark, Sweden and Germany and the products, which consist of chewing gums, mints, and throat drops, are free from plastic, sugar, and animal ingredients. The Company’s estimated net sales and EBITA for 2022 amount to approximately SEK 133.1 million and approximately SEK 22.1 million respectively, representing an estimated 2018-2022 average annual growth rate (CAGR) of 205%.

*All the amounts have been recalculated to SEK from EUR (FX EUR TO SEK 10.3185)

THE TRANSACTION IN BRIEF

• True Gum is a European market leader within manufacturing and sales of sustainable mouth refreshment products. The Company’s main markets include Denmark, Sweden, and Germany.
• The Company’s estimated net sales and EBITA for 2022 amount to approximately SEK 133.1 million and approximately SEK 22.1 million respectively, representing an estimated 2018-2022 average annual growth rate (CAGR) of 205%.
• The total purchase price amounts to a maximum of SEK 352.4 million and consists of a fixed Purchase Price, a deferred compensation and earn-outs.
• The Purchase Price amounts to SEK 237.2 million. Of the Purchase Price, SEK 155.7 million will be paid in cash and SEK 83.6 million in the form of 2,605,591 shares in Humble, which will be issued at a price of SEK 31.31.
• The deferred compensation amounts to SEK 31.6 million and will be paid in cash during the years 2023-2025.
• Earn-outs of up to SEK 83.6 million may also be paid out based on the Company’s future EBITDA results for the years 2022-2024.
• A majority of 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 18 months starting from the closing of the Transaction.
• The Company’s founders are committed to the Company’s future journey and will continue to operate 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 is incredibly exciting to welcome True Gum to Humble Group. The team has succeeded in identifying an untapped market space for completely natural, plastic-free chewing gums and has quickly grown to become a market leader within its niche. The entrepreneurs behind the company have through an innovative approach taken a more than five-thousand-year-old product and adapted it to the customer of today who seeks vegan and plastic-free alternatives. Through the acquisition of True Gum, we acquire a high-quality company with a clear sustainability profile that fits well into the group and further strengthens our position as the FMCG company of the future.” says Simon Petrén, CEO of Humble Group AB (publ).

“Humble Group also shares the idea that FMCG products actually can be good for both consumers and society. Therefore, it feels very exciting to become a part of the group and continue the work of delivering modern FMCG products to the consumers of the future. Through Humble’s broad sales and distribution channels we will be able to further grow our market presence internationally and having the opportunity to do that with a partner who shares the same values feels very humbling.” says Jacob Motzfeldt, CEO and co-founder of True Gum.

BACKGROUND AND MOTIVES

The Company is a leading food tech company that develops, manufactures, and sells sustainable mouth refreshment products such as chewing gums, mints, and throat drops. True Gum uses natural sap from rubber trees as an alternative to plastic and the Company’s strong sustainability profile is further reflected in the fact that its products are completely vegan and biodegradable.

Since the start in 2017, the Company has had exceptionally strong growth with an estimated  annual average growth rate (CAGR) during the period 2018-2022 of 205%. True Gum has quickly gained market shares and developed into a market leader within its niche. The management of Humble has identified several material potential synergies in, among other things, production, sales, and distribution.

RESULTS, SYNERGIES AND CONSOLIDATION

True Gums estimated net sales and EBITA for 2022 amounts to approximately SEK 133.1 million and approximately SEK 22.1 million respectively.

Humble will consolidate True Gum as a subsidiary of Humble and the completion will take place within 60 days from the date of the agreement. The carrying through of the transaction means a sales increase and improved profitability for Humble at a consolidated EBITA level.

The merged group will continue to optimize and further develop the Company’s brand to launch additional products to the market. Humble expects that the acquisition will result in a continued acceleration of growth given the group’s established distribution network with over 100 000 POS in more than 30 markets. Furthermore, Humble’s management anticipates that the acquisition will result in a number of additional synergies, such as increased gross margins.

FINANCING

The purchase price is financed by issuing consideration shares and Humble’s existing cash.

ABOUT TRUE GUM

True Gum is a leading foodtech company that develops, manufactures, and sells sustainable mouth-refreshing products such as chewing gums, mints, and throat drops. The Company was founded by four friends with a mission to reinvent the global chewing gum industry forever with their plastic-free chewing gums. True Gum has more than 40 employees and their products are available in more than 15,000 stores across 23 different countries inside and outside Europe. True Gum has its own production facility located in Glostrup just outside Copenhagen. For more information: www.truegum.com

ADVISORS

Rämsell Advokatbyrå AB is the Swedish legal advisor and Kromann Reumert is the local legal advisor to Humble in connection with the Transaction. Moalem Weitemeyer Advokatpartnerskab is legal advisor to the sellers 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

This information is such that Humble Group is required to publish in accordance with EU Market Abuse Regulation 596/2014. 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. FNCA 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.