Everysport Group acquires Hippson - Perlavita new shareholder in Everysport
Everysport Group AB (publ) ("Everysport") has today entered into an agreement to acquire the equestrian sports media company Hippson Aktiebolag ("Hippson"). The purchase price amounts to SEK 2.5 million and will be paid through a directed share issue of 166,666 shares in Everysport. The subscription price of approximately SEK 15 per share corresponds to a premium to Everysport's closing price on July 3, 2023 of approximately 53 percent. The seller in the transaction is Perlavita AB ("Perlavita"), which is owned by AltoCumulus (family office within the Axel Johnson Group). The acquisition complements Everysport's existing media business within horse racing, and strengthens the company's subscription-based core business
"We are extremely excited to welcome both Hippson to Everysport Group. By bringing together our expertise in digitalization and technology with the passion and commitment of the equestrian community, we can leverage clear synergies. We also look forward to exploring exciting opportunities for international expansion, most notably through our Norwegian equestrian site Hest.no. We are proud to have been entrusted with the management and further development of Hippson," says Hannes Andersson, CEO, Everysport Group.
"Hippson started in 2005 when founders Antonia Ax:son Johnson and her family lacked a strong media player in equestrian sports. Since then, the media industry has changed, and running a small media house independently has become more difficult. We are impressed by Everysport's digital subscription journey, and bringing Hippson into the context allows scaling of Hippson's business while giving more equestrian enthusiasts access to more and better content. This is absolutely the right next step for Hippson", says Johan Fant Chairman of the Board of Perlavita AB.
Purchase price and main conditions
The purchase price amounts to SEK 2.5 million and shall be paid through a directed share issue of 166,666 shares in Everysport with payment by offsetting the purchase price promissory note. The purchase price has been determined on Hippson's interim financial statements as of May 31, 2023 and an adjusted equity amounting to SEK 2.5 million. Everysport intends to take possession of the shares in Hippson and decide on the new issue directed to Perlavita on the closing date of July 7, 2023.
About Hippson
Hippson is a leading media house in equestrian sports with associated website, newsletter, books, web shop etc. The company's site with editorial content in equestrian sports has around 120,000 unique visitors a week. Hippson has about 35,000 recipients of its newsletter and a strong social media presence with 92,000 followers on Facebook and 48,000 followers on Instagram. Hippson also publishes a printed magazine with six editions per year. Hippson Aktiebolag has no long-term debt, has an annual turnover of approximately SEK 12 million and reported a break even-result for the financial years 2021 and 2022.
Background and rationale
The horse industry has a turnover of approximately SEK 32 billion in Sweden alone. After soccer, equestrian sport is Sweden's largest youth sport and interest tends to persist well into old age. In Sweden, there are an estimated one million horse lovers and around 360,000 horses. The target group, which consists of over 90 percent women, is characterized by strong loyalty and high commitment. Everysport sees opportunities to quickly implement a comprehensive digitalization journey to enhance the user experience, grow the end customer business and enable international expansion in accordance with the company's organic growth strategy.
The directed share issue
The purchase price for Hippson shall, according to the share purchase agreement, be paid through a directed share issue of 166,666 shares in Everysport with payment through set-off of the purchase price promissory note. The directed issue is intended to be decided by Everysport's board of directors by virtue of the issue authorization received from the annual general meeting on May 11, 2023. The right to subscribe for the new shares shall only accrue to Perlavita. The subscription price of approximately SEK 15 per share is based on arm's length negotiations between Everysport and Perlavita and corresponds to a premium to Everysport's closing price on July 3, 2023 of approximately 53 percent. The Board considers that the subscription price reflects current market conditions and demand.
The purpose of the issue and the deviation from the shareholders' preferential rights is to secure Everysport's commitment under the share transfer agreement, which the company has entered into with Perlavita, regarding the shares in Hippson. It is of strategic importance that Everysport is added to Perlavita as a new shareholder and Hippson's business within Everysport Group. The Board considers that the implementation of the directed issue is the most time and cost-effective approach to enable the financing of the acquisition of Hippson and to add Perlavita as a shareholder in Everysport. This indicates that it is in Everysport's and all shareholders' interest to make a directed share issue to Perlavita. It is therefore the Board's assessment that the stated reasons clearly and with strength outweigh the reasons that justify the main rule that new share issues should be carried out with preferential rights for shareholders.
The directed new issue will, upon full subscription, lead to an increase in the number of shares and votes in Everysport with a maximum of 166,666. This means an increase in the number of shares and votes in Everysport from 6,089,764 to 6,256,430 and an increase in the share capital from SEK 6,089,763.480576 to SEK 6,256,429.470576, which corresponds to a dilution of approximately 2.7 percent of the number of shares and votes in Everysport.
The board of directors plans to resolve on the directed issue on the closing date of July 7, 2023.
For more information, please contact:
Hannes Andersson, CEO, Everysport Group AB, tel: +46 70 736 56 25,
e-mail: hannes.andersson@everysport.com
This disclosure contains information that Everysport Group AB is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 04-07-2023 08:44 CET.