Acquisitions of NaturVet and Innovet
January 2022
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Key terms and conditions
Acquisitions
Financing
Targets
Terms
Directed New
Share Issue
New Issue Of Consideration Shares
New Bank Credit
The Garmon Corporation doing business under the brand NaturVet ("NaturVet") and Innovet Italia Srl ("Innovet" or jointly the "Targets" or the Acquisitions)
Swedencare AB (publ) ("Swedencare") to acquire all shares outstanding of NaturVet and Innovet. The acquisition price for NaturVet equals USD 447.5m (~SEK 4,050m) on a cash and debt free basis (excl. earn-out), whereof USD 400m (~SEK 3,620m) will be paid in cash at closing and USD 47.5m (~SEK 430m) will be paid with new Swedencare shares at closing. In addition, a potential earn-out of up to USD 27.5m (~SEK 249m) will be paid during H2 2022 and is subject to the performance of NaturVet's growth during H1 2022. The acquisition price for Innovet equals EUR 50m (~SEK 515m) on a cash and debt free basis, whereof EUR 42.5m (~SEK 438m) will be paid in cash at closing and EUR 7.5m (~SEK 77m) will be paid with new Swedencare shares at closing
Swedencare intends to partly finance the Acquisitions through a proposed directed new share issue of up to approximately 35.5m new shares (the "Directed New Share Issue") to new and existing shareholders
Swedencare intends to partly finance the Acquisitions through new issues of 3,854,978 consideration shares to the sellers of NaturVet and 606,799 consideration shares to the sellers of Innovet (the "New Issues Of Consideration Shares")
Swedencare intends to finance the remaining parts of the Acquisitions through a new bank credit (the "New Bank Credit")
Swedencare acquires US based NaturVet and Italian based Innovet
Scale and muscle
NaturVet LTM Sept'21 Sales of SEK 548m with an adj. EBITDA of SEK 171m (31% adj. EBITDA margin)
Innovet LTM Sept'21 Sales of SEK 129m with an adj. EBITDA of SEK 46m (35% adj. EBITDA margin)
NaturVet
Leading US based pet supplement company with a broad portfolio of +20 categories contributing to #1 pet supplement brand in four of the top five pet chains in the US
Consolidating a niche market
Transformative deals to speed up the process of becoming the market leader within pet healthcare, with a strong international distribution network
Innovet
Italian based company with a strong patent protected product portfolio with products in several categories such as joint health, dermatology, pain & gastroenterology
"The creation of a global market leader in pet healthcare"
NaturVet at a glance
A leading U.S. pet supplement manufacturer
Source: Company information
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