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Beskrivning

LandSverige
ListaFirst North Stockholm
SektorHandel & varor
IndustriDagligvaror
Humble Group är en svensk koncern inriktad mot livsmedel och hälsa. Genom forskning och utveckling tillhandahåller gruppen ingredienser, processteknologi och färdiga produkter för tillverkningsindustrin, med försäljning av flera olika typer av socker- och kalorireducerade livsmedel. Bolaget gick tidigare under namnet Bayn Group och har sitt huvudkontor i Stockholm.
2020-06-30 10:49:42

Bayn Europe signs agreement to acquire Tweek AB and secures new financing
 

Bayn Europe AB (publ) ("Bayn") has today entered into a conditional agreement with the shareholders of Tweek AB ("Tweek"), a market leader in sugar-reduced confectionery, for the acquisition of 100 percent of the shares in Tweek, with a purchase price of SEK 45,000,010 and an earnout of 1,500,000 shares in Bayn (the "Transaction"). The purchase price will be paid with 3,601,493 newly issued shares in Bayn at a value of SEK 16,458,823 (SEK 4.57 per Bayn share) and in cash SEK 28,541,187. The share-part of the purchase price requires acceptance of a new issue at an extraordinary general meeting of shareholders in Bayn.

Bayn has secured a financing solution of approximately SEK 38 million in order to finance acquisitions. About SEK 16.3 million of the financing is through a directed issue of 6,949,000 shares in Bayn to an investor consortium that has also provided a loan contract to Bayn of SEK 21.7 million. Bayn intends to use approximately SEK 11.6 million of the financing to pay the purchase price and to cover acquisition costs for the Transaction. The remaining SEK 26.4 million is intended to be used for additional acquisitions in the near future.

 

THE TRANSACTION IN BRIEF

 

· The purchase price for the acquisition of 100 percent of the shares in Tweek amounts to SEK 45,000,010, of which SEK 16,458,823 will be paid with 3,601,493 newly issued Bayn shares at a value of SEK 4.57 per share and the remaining part of the purchase price shall be paid with cash

· Approximately 62 percent of the purchase price will be paid at the time of the Transaction and the remaining part of the purchase price will be paid 12 months thereafter. 

· An earnout of 1,500,000 Bayn shares will be paid after the Transaction has been completed

· The value of the Bayn shares to be issued to the sellers in connection with the Transaction has been set at a price of SEK 4.57 per share, which represents a premium of approximately 29 percent compared to the volume-weighted average price of Bayn's share for the previous 30 trading days.

· The two founders of Tweek, Åsa Rosén and Lennart Arvidsson, will continue to work and run the operations in Tweek after the completion of the Transaction

· The sellers who receive Bayn shares have entered into lock-up commitments, which means that they undertake not to sell the shares for a period of six months from entry.

· The transaction is in line with Bayn's communicated strategy to actively identify, evaluate and acquire interesting food-tech companies

· Bayn group has a portfolio of businesses that develop, sell and market sugar-reduced foods offers significant synergy effects and a greatly strengthened market position within the segment. 

· Tweek has forecast unaudited net revenues and adjusted EBIT for the first and second quarter of 2020 of SEK 18.3 million and SEK 1.8 million respectively

· Tweek has forecast net income for the next 12 months of SEK 61 million and EBIT of SEK 7.8 million

· Bayn is expected to acquire the shares officially in Tweek by August 28, 2020

· The share-part of the purchase price requires acceptance of a new issue at extraordinary general meeting of shareholders in Bayn.

 

"The acquisition of Tweek has a perfect strategic fit for Bayn, where we now become a leading player for sugar-reduced candy products in Europe. With our strengthened market position and combined efforts, we will have a strong position in the functional-food part of the candy shelf and continue to lead the development forward. Both brands complement each other very well with their brand positionings and where we expand our addressable target group with the entire age range of consumers while achieving a high degree of diversification between different segments. Historically, Tweek has been very successful in establishing itself in the grocery trade where Pändy has instead focused on e-commerce. Together, we see many significant synergies with increased cross-channel sales in the channel segments and cost efficiency from merged systems and supply chain functions. With the addition of Tweek's development team, we have a good opportunity to accelerate our research and development of the next generation of sweetened fibers EUREBA. We are pleased to welcome Tweek and the entire team to Bayn today." - Simon Petrén, Vice President and M&A Manager, Bayn Europe AB

 

"Both Lennart and Åsa are fantastic entrepreneurs who are passionate about their business, which is fully in line with Bayn's strategy of acquiring important talent for continued strong organic growth. Bayn has previously sold raw materials to them and we will immediately be able to focus on taking the technology level in their products to the next level and implementing a new generation of Eureba as the raw material base in the entire Tweek range. The effects of the acquisition also contribute to Bayn's strategic goals and strengthen our financial position, where we expect to be able to reach sales of over SEK 100 million over the next 12 months and with positive results. We have very exciting times ahead of us and this an important part of the plan we have for the group's continued growth." - Patrik Edström, CEO Bayn Europe AB

 

"Since the founding of Tweek, our team is still very enthusiastic about the tremendous opportunities offered in the market for healthier sweets. We look forward to working with the Bayn team and together being able to take our products and brand to the next level. The companies naturally fit each other with a strong entrepreneurial culture and with a great passion for quality and innovation. Joining the Bayn family is a natural next step in our mission to continue to build and develop the market's leading brand of well tasting and better-for-you sweets." - Åsa Rosén and Lennart Arvidsson, founder of Tweek AB.

 

BACKGROUND AND REASONS
 

Bayn is a food-tech group in sugar-reduced foods. The company develops, sells and markets foods with a healthier nutritional profile where sugar and calorie reduction are the main focus. Organic growth and carefully selected and completed acquisitions constitute Bayn's growth strategy. A central part of Bayn's business model is to actively identify, evaluate and acquire interesting food-tech companies that are active in the healthier foods segment. Earlier during the year Pändy Foods AB was acquired in connection with the communicated acquisition M&A strategy. In a short time, a large number of companies have been evaluated and where discussions are held with a number of potential acquisition objects.

 

Tweek was founded in 2016 by Åsa Rosén and Lennart Arvidsson. The company has in a short time become the market-leading company and brand in Sweden for sugar-reduced sweets, with a total market share of about 30%. Tweek was one of the pioneers of fiber-based sweets, where sugar is replaced with fiber instead of maltitol, which is the most common alternative for producing sugar-free sweets. Initially, the brand was built with the help of a successful pick and mix concept that was launched at Coop, to later extend the range with pre-packed candy bags. Today, the products are sold widely throughout Sweden and some parts of the Nordic region. The founders and all key employees in Tweek are expected to continue to be active in Tweek and grow the business and brand operationally with Bayn.

 

The acquisition of Tweek strengthens Bayn's market position as one of the leading players for sugar-reduced confectionery in Europe. Both companies operate within a rapidly growing niche where Bayn historically has focused on raw materials and branded confectionery and snacks through the previous acquisition of Pändy. The combination of Bayn and Tweek's complementary product portfolios and customer bases fits perfectly strategically and increases Bayn's addressable market. The Pändy and Tweek brands have many potential synergies for increased growth through cross-selling in channels such as e-commerce and grocery shopping.

 

The merged group will continue to optimize and further develop the technological functions in manufacturing to launch additional products to the market. Bayn expects the acquisition of Tweek to result in several potential synergies and increased growth opportunities immediately upon completion of the Transaction.

 

CONSIDERATION

 

The transaction includes the acquisition of 100 percent of the shares in Tweek with a purchase price of SEK 45,000 010 and an earnout of 1,500,000 Bayn shares. The purchase price comprises two payments where approximately 62 percent of the purchase price is paid at the completion of the Transaction and the remainder of the purchase price is paid 12 months thereafter. Of the purchase price SEK 16,458,823 will be paid in the form of newly issued shares in Bayn at a value of SEK 4.57 per share (ie a total of 3,601,493 shares). The sellers who receive shares in Bayn have entered into lock-up commitments, which means that they undertake not to sell the shares for a period of six months from entry. The remaining part of the purchase price will be paid in cash, with SEK 11,416,474 to be paid directly upon the completion of the Transaction and the remaining SEK 17,124,712 to be paid 12 months thereafter.

 

The Earnout of 1,500,000 Bayn shares worth SEK 4.57 per share shall be paid after the Transaction has been completed.

 

The issue of the shares to be paid as payment of the purchase price and the additional purchase price will mean a total dilution of existing shareholders in Bayn of 5.2 percent.

 

The value of the Bayn shares to be paid in the Transaction has been set at a price of SEK 4.57 per share, which represents a premium of approximately 29 percent compared to the average volume-weighted price of Bayn's share for the previous 30 trading days.

 

Access to the acquisition is expected to take place no later than August 28, 2020.
 

FINANCING AND DIRECTED ISSUE

 

In May 2020, Bayn's Board of Directors secured funding of approximately SEK 38 million to the company through a group of strategic, long-term investors consisting of Jörgen Larsson, Håkan Roos, Stefan Tengvall, Noel Abdayem, Ulf Tidholm, Tedde Jeansson, Oliver Molse, Gerhard Dal, and others. . The financing is through a directed new issue of approximately SEK 16.3 million to the investors, which has been decided by the Bayn Board with the support of the authorization from the Annual General Meeting 2020. Investors have also provided a loan contract to Bayn of approximately SEK 21.7 million, which is available on market terms under for the next 12 months. The financing is intended to secure the cash payment of approximately SEK 11.4 million in connection with the execution of the Transaction. The remaining part of the financing and loan relationship of approximately SEK 26.4 million is intended to be used for future acquisitions.

 

The directed issue of shares means that a total of 6,949,000 new shares will be issued at a price per share of SEK 2.35, which is based on the average volume-weighted price during 1 - 14 May 2020 when the financing was determined. The issue represents a dilution of approximately 7.1 percent in relation to the total number of shares in Bayn following the completion of the directed issue and the execution of the issue in connection with the Transaction. The directed issue of shares means that the number of shares in Bayn Europe will increase by 6,949,000 shares to a total of 92,611,115 shares and that the share capital will increase by approximately SEK 1,528,780 to a total of approximately SEK 20,374,445. Minor corrections to the above may occur in connection with the registration of the issue.

 

CONDITIONS AND EXTRAORDINARY GENERAL MEETING
 

The share-part of the purchase price requires the Extraordinary General Meeting to decide on the issue of Bayn shares. The Board of Directors of Bayn will convene an Extraordinary General Meeting and propose that the Meeting resolves on increased authorization for the Board to issue shares and on the issue of the shares to be paid as part of the purchase price and as an additional purchase price for the Transaction.

 

For further information, please contact:

Simon Petrén, Vice President and M&A manager at Bayn Europe AB (publ.)
Tel: +46 709 999 455

Email: simon.petren@bayneurope.com

 

This information is such information that Bayn Europé AB is required to disclose in accordance with the EU Market Abuse Regulation. The information was submitted for publication on June 26, 2020 at the time of the above contact person. 12.00 CET.

Bayn Europe is a Swedish food-tech group, supplying cutting edge and healthy sugar reduction solutions for the food and beverage industry. Bayn's ingredient 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- and calorie reduced products. For more information www.bayneurope.com

Bayn is listed on Nasdaq Stockholm, First North Growth Market, under the ticker BAYN
FNCA Sweden AB is Bayn's certified adviser. Tel: 08-528 00 399 E-mail: info@fnca.se


Language: English
Company: Bayn Europe AB
Nytorgsgatan 17A
11622 Stockholm
Sweden
Phone: +4686132888
E-mail: info@bayneurope.com
Internet: www.bayneurope.com
ISIN: SE0006261046
EQS News ID: 1082149

Bayn Europe AB / 108 Company Announcement

Dissemination of a Swedish Regulatory News, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.

 
End of Announcement EQS News Service

1082149  30.06.2020