Bayn has today acquired 51% of the share capital and joint control of the company through shareholding and a shareholder agreement with the other shareholder. Of the previously communicated purchase price (see previous press release September 3, 2020) of a total of SEK 41,076,290 for the shares in Amerpharma, Bayn has instead paid SEK 37,617,496 in cash to the seller, after adjustments to be on a cash and debt-free basis. All other conditions for the completion of the transaction have been fulfilled by the seller and Bayn.
"The acquisition of Amerpharma is another piece of the puzzle for Bayn in becoming a leading full-service provider of sugar and calorie reduced foods. The deal is an excellent strategic fit for Bayn, where we aim to acquire strong companies with high organic growth and significant synergies for the Bayn Group. Mariusz and his team are fantastic entrepreneurs and have in recent years managed to expand the business and increase sales by over 50 percent per year, with increased profitability. Together we will have access to a very attractive business network, where Amerpharma already has many customers who are suitable target groups for Bayn's product EUREBA. We see many synergies with the acquisition and will immediately initiate new product development projects as well as streamline the value chain and scalability in purchasing processes for increased profitability. It is with great pleasure that we welcome Mariusz and his team to Bayn." says Simon Petrén, Vice President and M&A Manager Bayn Group AB.
The acquisition is financed with existing cash and Bayn will consolidate Amerpharma with 51 percent as of December 1, 2020 in the financial reporting. In previous communications and illustrative pro-forma, the company has accounted for Amerpharma as a subsidiary. Adjusted for the remaining minority shareholder and the now chosen accounting method, the consolidated revenues and costs are corrected to 51 percent, with unchanged operating profit. See updated pro forma after closing and with the now chosen accounting method below.
PROFORMA Q3 (previous year) TSEK
Total revenue 87 178 (1 852)
Net sales 83 724 (1 459)
EBITDA -798 (-4 004)
Adjusted EBITDA -119 (-4 004)
NINE MONTH PROFORMA (previous year) TSEK
Total revenue 255 166 (5 686)
Net turnover 246 400 (4 641)
EBITDA 848 (-8 810)
Adjusted EBITDA 5 382 (-8 810)
The combined group will continue to optimize and further develop the technological capabilities in manufacturing to bring additional products to the market. Bayn expects the acquisition to result in a number of potential synergies and increased growth opportunities.
For further information, please contact:
Simon Petrén, IR and M&A Bayn Group AB (publ)
Tel: +46709999455
Email: simon.petren@bayngroup.com
About Bayn
Bayn Group is a Swedish foodtech 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.bayngroup.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
Important information
This communication may contain certain forward-looking statements. Such statements are all statements that are not historical facts and include expressions such as "believes", "estimates", "expects", "anticipates", "assumes", "anticipates", "intends", "may", "continues", "should" or similar expressions. The forward-looking statements in this release are based on various estimates and assumptions, many of which are based on additional assumptions. Although Bayn believes that 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 are beyond Bayn's control. Such risks, uncertainties and material factors could cause actual results to differ materially from those expressed or implied in this communication by the forward-looking statements. The information, beliefs and forward-looking statements contained in this communication speak only as of the date of this communication and are subject to change without notice.
