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, ?.sa 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 ?.sa 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." - ?.sa 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 ?.sa 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 [1]
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 2020-06-30
1: https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=f6beb374ad33a2066c6fc4fb12d6f0b2&application_id=1082149&site_id=vwd&application_name=news
(END) Dow Jones Newswires
June 30, 2020 04:49 ET (08:49 GMT)
