Fuud communicates renegotiated terms for the acquisitions of GI-Boxen and Foodbox
STOCKHOLM, May 20, 2022 08.30 CET
FUUD AB (publ) ("Fuud" or "the Company") announced on March 28, 2022 that the Company has entered into a conditional agreement to acquire 100 percent of the shares in GI-Boxen Sweden AB ("GI-Boxen") and Foodbox Scandinavia AB ("Foodbox”). The company and the sellers of GI-Boxen and Foodbox have today entered into supplementary agreements to the original agreements according to which the purchase price for the acquisitions is changed. Through the supplementary agreements, the parties have agreed that the total initial purchase price of SEK 55 million shall be paid partly through 168,586,956 newly issued shares in Fuud at a subscription price of SEK 0.23 per share, corresponding to a total of approximately SEK 38.78 million, and partly in cash payment corresponding to a total of approximately SEK 16.23 million plus cash. Through the renegotiated terms, the cash purchase price is reduced by SEK 11.27 million compared with previously communicated terms.
Peter Blom, CEO Fuud AB comments:
- Through the reduced share of cash in the purchase price, we free up additional capital to realize synergies and invest in market investments. I am glad that the sellers of Foodbox and GI-Boxen want to be part of the journey that Fuud has started, both as operational in the acquired companies and as long-term owners in Fuud. I look forward to letting GI-Boxen and Foodbox reach their full potential in Fuud's organization.
The company and the sellers of GI-Boxen and Foodbox have today entered into supplementary agreements to the original transfer agreements entered into on March 28, 2022, according to which the purchase price for the acquisitions is changed. Through the supplementary agreements, the parties have agreed that the total initial purchase price of SEK 55 million shall be paid partly through 168,586,956 newly issued shares in Fuud at a subscription price of SEK 0.23 per share, corresponding to a total of approximately SEK 38.78 million, and partly in cash payment corresponding to a total of approximately SEK 16.23 million. The initial purchase price for the acquisition of Foodbox amounts to SEK 24.75 million, of which approximately SEK 16.09 million will be paid through newly issued shares in Fuud and the remaining part of approximately SEK 8.66 million plus cash will be paid in cash. The initial purchase price for the acquisition of GI-Boxen amounts to SEK 30.25 million, of which approximately SEK 22.69 million will be paid through newly issued shares in Fuud and the remaining part of approximately SEK 7.57 million plus cash will be paid in cash. The originally agreed and previously communicated additional purchase prices that can be paid for the acquisitions have not been changed by additional agreements.
Furthermore, Fuud and the sellers of Foodbox and GI-Boxen have agreed through the supplementary agreements that the condition in the original agreements that the parties' obligation to exercise access to the shares in Foodbox and GI-Boxen is conditional on the Company receiving sufficient financing to be able to implement access and pay the purchase price shall be deemed fulfilled if Fuud receives at least SEK 62,48 million in issue proceeds in the rights issue of approximately SEK 78.1 million decided by the Company's Board and announced on May 20 2022 ( the "Rights Issue").
Finally, Fuud and the sellers of Foodbox and GI-Boxen have agreed on a three-month lock-up from the day of receiving the newly issued shares which includes a commitment not to sell, transfer or pledge the newly issued shares or carry out transactions with equivalent effect through trading on Nasdaq First North Growth Market or other marketplace on which the Company's shares are admitted to trading.
The reason why the Company has entered into supplementary agreements with the sellers and thereby changes the terms of the purchase price is that the Company's liquidity and financial position are thereby strengthened. Overall, the Company's Board of Directors considers that the agreed changes are to the benefit of the Company and its shareholders.
Issue of shares to the sellers
For payment of the part of the purchase price in the acquisitions of GI-Boxen and Foodbox that consists of shares in Fuud to a value of approximately SEK 38.78, the Company shall by July 20 2022 decide on a set-off issue of 168,586,956 shares in Fuud to the sellers of GI-Boxen and Foodbox, which corresponds to an increase in the share capital of the Company by SEK 8,429,347.8. The reason for the deviation from the shareholders' preferential rights is that Fuud must be able to fulfill its commitments made in connection with the acquisitions. It is the Board's opinion that the set-off issue is to the benefit of both the Company and its shareholders. The subscription price amounts to SEK 0.23 per share, which corresponds to the subscription price per share in the Rights Issue. The subscription price has been determined on the basis of negotiations at arm's length between the Company and the sellers, and the Board assesses that the subscription price is market-based. Subscription and payment will take place upon access to the shares in GI-Boxen and Foodbox, respectively, by offsetting the sellers' receivables from the Company of approximately SEK 38.78 million due to the acquisition.
The Board of Fuud intends to make a decision on the issue to the sellers on the basis of the authorization that the Annual General Meeting of the Company is proposed to decide on June 14 2022.
Assuming that the Rights Issue is fully subscribed, the issue to the sellers will cause a dilution effect for the Company's shareholders after the Rights Issue of approximately 18.1 percent.
The expected distribution of major shareholders' shares in the Company after the completion of the Rights Issue and access to the acquisitions of Foodbox and GI-Boxen is shown in the table below.
|Shareholders||Number of shares||Owner share (%)|
|Fuud's existing and additional shareholders through the Rights Issue||763,760,114||81.9|
|Hälsa Invest Sweden AB (seller of GI-Boxen)||98,641,304||10.6|
|Set your Mark AB (seller of Foodbox)||69,945,652||7.5|
This information is such information that Fuud AB (publ) is obliged to publish in accordance with the EU Market Abuse Regulation. The information was submitted, through the care of the contact person below, for publication on May 20, 2022 at 08.30.
For more information, please contact
Peter Blom, CEO
E-mail: [email protected]
Telephone: +4670-655 56 98
About the Fuud Group
With the vision of being the Nordic market leader in 2025, Fuud brings together a number of exciting Swedish brands within Functional Foods under one roof, in order to jointly challenge the existing players in one of the food industry's fastest growing categories.
Fuud is growing through a combination of organic growth and acquisitions with a strong focus on high-quality content, exciting innovations and attractive design. Fuud's goal is to offer new and better alternatives than those already on the market, and at the same time contribute to both better health and increased quality of life for the Nordic population.
With a naturally built-in forward-thinking spirit, a strong and motivated sales force and a number of experienced key players in management and the board, Fuud has created a balance between muscle, drive and experience. The Fuud Group currently has the following brands: iQ Fuel, Homie, Beijing8, Juica, Juice Culture, Bacoccoli, Frill, Nathalie’s, Barfly, Bezzt of Nature and Legendz.
The company is based in Stockholm and is listed on the Nasdaq First North Growth Market, short name Fuud. FNCA Sweden AB is the company's Certified Adviser. Tel. +46 (0) 8 528 00 399, email [email protected].
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This press release contains forward-looking statements regarding the Company's intentions, assessments or expectations regarding the Company's future results, financial position, liquidity, development, prospects, expected growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that do not relate to historical facts and can be identified by the fact that they contain expressions such as "consider", "expect", "anticipate", "intend", "appreciate", "will", "may", "assume", "should" "could" and, in any case, negations thereof, or similar expressions. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on additional assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, it cannot be guaranteed that they will be true or correct. As these assumptions are based on assumptions or estimates and are subject to risks and uncertainties, the actual result or outcome may, for many different reasons, deviate significantly from what appears from the forward-looking statements. Such risks, uncertainties, contingencies and other significant factors may cause the actual development of events to deviate materially from the expectations expressly or implicitly stated in this press release through the forward-looking statements. The company does not guarantee that the assumptions on which the forward-looking statements in this press release are based are correct and any reader of the press release should not rely unduly on the forward-looking statements in this press release. The information, perceptions and forward-looking statements expressed or implied herein are provided only as of the date of this press release and are subject to change. Neither Fuud nor anyone else undertakes to review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that occur regarding the content of this press release, unless required by law or Nasdaq First North Growth Market’s regulations for issuers.
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