Humble acquires two companies – Nordfood and Be:Son

Humble Group AB (publ) (“Humble”) has through the subsidiary Green Sales NewCo AB signed a binding agreement with the owners of Nordfood AB (“Nordfood”) and Be:Son Gross AB (“Be:Son” and together with Nordfood, “the Companies”) regarding the acquisition of all of the shares in the Companies (“the Transactions”). The purchase price amounts to 62 million SEK (“the Purchase price”) and with earn-outs of up to additional 14 million SEK (“Earn-outs”). 37.2 million SEK of the Purchase price shall be paid out in cash and the remaining 24.8 million SEK shall be paid out in shares, which will be emitted at a price of 24.00 SEK. The Companies are two fast growing companies with a wide offering of colonial, eco- and environmentally-friendly FMCG-products. The Companies have a strong underlying profitability during all years of operations. Combined, the acquired Companies have net revenues of 286.5 million SEK and EBITDA of 18.0 million SEK for the last twelve months.

“Through the acquisitions of Nordfood and Be:Son we add a strong team of entrepreneurs which brings further strategic values to Humble’s position as a leading company for the FMCG-products of the future. The Companies have a long and proven history of profitability and with strong cash flows, which generates significant financial values and enables us to maintain a high acquisition rate going forward. To take ownership of such a well renowned business after 35 years of successful entrepreneurship is a great honor and shows the trust the entrepreneurs have put in us. Furthermore, it demonstrates the strong position which we have managed to establish in such a short amount of time. Together we take yet another step forward in our journey of acquisitions, and it is with great joy and excitement that we welcome Maria, Johan and Mattias as well as their teams to the Humble Group.” says Simon Petrén, CEO Humble Group AB (publ).

Be:Son has been a family owned company which has been passed through the generations, since it was founded in 1986. It feels fantastic to become a part of Humble Group, where we can work together in order to continue to grow while taking the company to the next level. We share their vision regarding the development of the market and we see a bright future with the ability to deliver even better food and FMCG-products to the consumers of Sweden.” says Maria Johansson, CEO Be:Son Gross AB.

During the establishment of Nordfood in the market, we have maintained a strong relationship with Mattias and Maria at Be:Son. Therefore, it is a natural step for us to become a part of the Humble Group and continue the journey together. I am convinced that we will be able to realize several material synergies and through those, increase both the growth and the profitability of our companies while contributing to add value in the existing companies of Humble Group. Through our large network and wide product offering, the possibilities are large and plenty.” says Johan Frid, CEO Nordfood AB.

THE TRANSACTION IN BRIEF

  • The Companies have combined net revenues of 286.5 million SEK and EBITDA of 18.0 million SEK for the last twelve months.
  • The Companies are forecasting a combined net revenue and profitability growth of estimated 25 % per year in the coming years.
  • Be:Son has an impressive 35 year long history since the start of 1986, with an underlying profitability during all years of operations.
  • Nordfood has maintained a very high growth in net revenue with a strong profitability since the firm was founded.
  • The Purchase price amounts to 62 million SEK. 37.2 million SEK, equaling 60 %, which shall be paid out in cash and 24.8 million SEK, equaling 40 %, which shall be paid out in shares, that will be emitted at a price of 24.00 SEK, which equals a premium of circa 13 % compared to yesterday’s closing price. Thus, the total dilution equals 0.6 % after the shares have been emitted.
  • Earn-outs of up to 14 million SEK may be paid out, based on the Companies EBITDA for 2021.
  • Combined with Humble’s existing operations in its subsidiaries, especially through Green Sales Distribution, which has a similar business, the acquisitions solidifies Humble Group’s strong strategic position in colonial, eco- and environmentally-friendly FMCG-products in the grocery and service trade markets.
  • The Companies and the management team of Humble have identified several material potential synergies, which is expected to be realized in the coming twelve months from closing.
  • The sellers have entered lock-up agreements regarding 100 % of the shares, which will be received as part of the Purchase price, for a period of one year starting from the entry date.
  • The majority of the Companies’ founders have committed to continue to manage and develop the Companies for at least five years after the completion of the Transactions.

BACKGROUND AND MOTIVES
Nordfood AB and Be:Son Gross AB are two leading Swedish trading firms with sales and marketing of proprietary and external brands with an attractive product offering of colonial, eco- and environmentally-friendly FMCG-products. Be:Son was founded in 1986 and has during its 35 year long history, always maintained a healthy underlying profitability with stable growth. Nordfood is a relatively new company with a similar business, which has managed to achieve very high growth and profitability in a short amount of time. Combined, the Companies fits well into the Humble Group’s existing subsidiaries, especially Green Sales Distribution – where the companies solidifies a very strong position in the FMCG-trade. The Companies and the management team of Humble has under the process identified several material potential synergies, including cost optimization, logistics, product development and financial reporting.

Maria Johansson and Mattias Johansson, the entrepreneurs of Be:Son Gross AB, both have solid experience in the Swedish grocery and service trade markets, with a combined experience of more than 40 years. They also have a long history of leading positions, entrepreneurship, sales and marketing of FMCG-products and where they together have developed Be:Son’s business with stable growth and a healthy profitability.

Johan Frid is the founder and entrepreneur of Nordfood AB, with a wide experience in sales, product sourcing and business development with a long history in the trade of FMCG. He founded Nordfood in 2019 and has since then developed the business with its explosive growth and high profitability.

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