Fuud continues its growth journey – acquires GI-Boxen and Foodbox

FUUD AB (publ) (“Fuud” or the “Company”) has today entered into a conditional agreement on the acquisition of 100 percent of the shares in GI-Boxen Sweden AB (“GI-Boxen”) and Foodbox Scandinavia AB (“Foodbox”). The total initial purchase price amounts to SEK 55 million. Payment shall be made partly through 42,307,691 newly issued shares in Fuud at a subscription price of SEK 0.65 per share, corresponding to a total of SEK 27.5 million (the “Remuneration Shares”), and partly in the form of cash payments corresponding to a total of SEK 27.5 million. In addition, certain additional considerations can be made for the financial years 2022 and 2023. GI-Boxen had sales of approximately SEK 16.8 million in 2021, with EBITDA of approximately SEK 5.5 million. Foodbox had sales of approximately SEK 19 million in 2021, with EBITDA of approximately SEK 2.2 million. The acquisitions are conditional on financing.

GI-Boxen and Foodbox are based on strong commercial foundations and constitute important additions to the Company's strategy and vision. The company believes that the acquisitions add strong, fast-growing brands and a competitive team with high competence in e-commerce and sales aimed at sports and training. In addition, the acquisition of Foodbox opens up for new distribution for Fuud in gyms, sports facilities and padel halls, which are expected to provide great synergies for Fuud's other brands.

“We are impressed by how GI-Boxen and Foodbox have driven organic profitable growth in recent years. With these two brands, we see a clear win-win case where Fuud is given greater opportunities to take the next step towards expansion and the opportunity for increased profitability in the prioritized Nordic domestic market. Fuud will benefit greatly from these brands and its strong management team” says Peter Blom, CEO of Fuud.

The market for health, functional food and other health-related products and services is increasing every year. By being part of Fuud's Group, the Company believes that both of these brands are given the right conditions to grow even stronger in Sweden and good opportunities to also grow in the other Nordic markets.

“We look forward to being part of the Fuud Group and continuing our strong development of our brands. Our two companies are very compatible with Fuud's other portfolio and being part of Fuud's Group gives GI-Boxen and Foodbox even better opportunities to continue to grow with profitable growth. Within Fuud, we also have a greater opportunity to scale up our operations and launch in new markets. Through the transaction, we will also become shareholders in Fuud, and we look forward to contributing to this exciting journey and look at our ownership in the long term.” says Ola Lauritzson, founder of GI-Boxen and Per Sundström, founder of Foodbox.

About GI-Boxen and Foodbox

GI-Boxen is a fast-growing company in E-commerce with a proven ability to grow profitably in the healthy food segment. GI-Boxen markets and sells a selection of nutritious and tasty frozen ready-made dishes. The dishes contain a carefully selected balance between proteins, natural fats and healthy carbohydrates. The company has grown annually since 2018, and has been profitable for more than ten years. GI-Boxen attracts a broad target group and is mainly aimed at three typical customer profiles: Weight loss with a focus on weight reduction where consumers follow GI-Boxen's set diet program. Lifestyle with a focus on simplifying everyday life. Older people with a focus on nutritious food and simplicity.

Foodbox has a strong position in the exercise and health segment with over 450 retailers in Sweden, where the company has its own freezers in gyms, sports halls and other training facilities such as padel halls. Foodbox currently offers 13 healthy ready-made dishes that are specially developed for those who want to feel good, get in shape and get a good balance of protein, natural fats and slow carbohydrates, which provides good conditions for an active life. The company has been profitable since 2018 and has a very strong presence in sales channels that fit well with Fuud's other product portfolio.

About the acquisitions

Fuud has entered into an agreement to acquire 100 percent of the shares in GI-Boxen. The total purchase price amounts to SEK 30,250,000. SEK 15,125,000 of the purchase price will be paid in cash. The remaining purchase price of SEK 15,125,000 will be paid through 23,269,230 newly issued Remuneration Shares. This corresponds to a total dilution of approximately 5.2 percent of the shares and votes in the Company. The subscription price amounts to SEK 0.65 per share. In addition, annual additional consideration may be paid for the financial years 2022 and 2023. The additional consideration corresponds to 50 percent of EBITDA in GI-Boxen during the financial years 2022 and 2023, respectively. Any additional consideration shall be paid by the Company in cash. The parties' obligations to complete Fuud’s acquisition of the shares in GI-Boxen are conditional on the Company receiving sufficient financing to be able to complete the acquisition of the shares and make payment in accordance with the agreement.

Fuud has also entered into an agreement to acquire 100 percent of the shares in Foodbox. The total purchase price amounts to SEK 24,750,000. SEK 12,375,000 of the purchase price is paid in cash. The remaining purchase price of SEK 12,375,000 shall be paid through 19,038,461 newly issued Remuneration Shares. This corresponds to a total dilution of approximately 4.3 percent of the shares and votes in the Company. The subscription price amounts to SEK 0.65 per share. In addition, annual additional consideration may be paid for the financial years 2022 and 2023 if the company's turnover exceeds certain specified threshold amounts during the respective financial years. The possible additional consideration sums amount to a maximum of SEK 2,500,000 for each financial year. Any additional consideration shall be paid by cash payment or in the form of newly issued additional consideration shares in the Company. Any additional consideration shares will in such case be issued at a subscription price corresponding to the volume-weighted average price of Fuud's shares on Nasdaq First North Growth Market during the 30 trading days immediately preceding the day of the resolution to issue the shares. The parties' obligations to complete the acquisition of the shares in Foodbox are conditional on the Company receiving sufficient financing to be able to complete the acquisition of the shares and make payment in accordance with the agreement.

Issue of the Remuneration Shares

As 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 SEK 27,500,000, the Company shall, no later than 20 July 2022, resolve on a set-off issue of 42,307,691 Remuneration Shares to the sellers of GI-Boxen and Foodbox, which corresponds to an increase in the share capital of SEK 2,115,384.55 in the Company. 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 of the claims is to the benefit of both the Company and its shareholders. The subscription price amounts to SEK 0.65 per share and corresponds to a discount of approximately 14 percent in relation to the volume-weighted average price for the Company's shares during the last 20 trading days on Nasdaq First North Growth Market on March 28, 2022, which is deemed to be in line with market conditions. The subscription price is based on an agreement between the Company and the sellers. Subscription and payment will take place upon access to the shares in GI-Boxen and Foodbox, respectively, by set-off of SEK 27,500,000 of the sellers' claims on the Company. The issue causes a dilution effect for the Company's existing shareholders of approximately 9.1 percent.

Fuud’s existing shareholders 424,311,178 90.93 %
Remuneration Shares GI-Boxen 23,269,230 4.99 %
Remuneration Shares Foodbox 19,038,461 4.08 %
Total 466,618,869 100 %

Responsible party

This information is such information 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 March 28, 2022 at 08.25.

For more information, please contact:

Peter Blom, VD

E-mail: peter.blom@fuudunited.com

Telephone: 070-655 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, Juicekultur, 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 info@fnca.se.

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