Fuud completes acquisition of GI-Boxen and Foodbox

STOCKHOLM, July 20, 2022 12.00 CEST

On March 28, 2022, FUUD AB (publ) (“Fuud” or “the Company”) entered into a conditional agreement to acquire 100 percent of the shares in GI-Boxen Sweden AB (“GI-Boxen”) and Foodbox Scandinavia AB (“Foodbox”). In accordance with the Supplementary Agreement entered into on May 20, 2022 (the “Supplementary Agreement”), the total initial purchase price of SEK 55 million will be paid through 168,586,956 newly issued shares in Fuud at a subscription price of SEK 0.23 per share, corresponding to a total of approximately SEK 38.78 million, partly in the form of cash payment corresponding to a total of approximately SEK 16.23 million plus cash. The conditions have now been met and the acquisitions have today been completed.

Peter Blom, CEO of Fuud comments:

• I am glad that we have now completed the acquisition processes of GI-Boxen and Foodbox – we can now realize the synergies we have identified in our merger, and it will be fun to continue our journey together with these companies and brands. I welcome all the competent people who, through GI-Boxen and Foodbox, join our organization, and look forward to creating further success in our collaboration in the future. Through the acquisitions of GI-Boxen and Foodbox, we strengthen our digital presence while enabling cross-selling of our other brands at all the gyms and training facilities that currently sell Foodbox dishes. In addition, we create good conditions for scaling up sales and presence for GI-Boxen and Foodbox, by letting our other organization work to develop these new brands.

About the acquisitions

On March 28, 2022, Fuud entered into an agreement to acquire 100 percent of the shares in GI-Boxen and Foodbox. Of the initial purchase price for the acquisition of Foodbox of SEK 24.75 million, approximately SEK 16.09 million is paid in accordance with the Supplementary Agreement through newly issued shares in Fuud and the remaining part of approximately SEK 8.66 million plus cash. Of the initial purchase price for the acquisition of GI-Boxen of SEK 30.25 million, approximately SEK 22.69 million is paid, in accordance with the Supplementary Agreement, through newly issued shares in Fuud and the remaining part of approximately SEK 7.57 million plus cash.

In addition, additional purchase sums can be paid for the financial years 2022 and 2023. For GI-Boxen, additional purchase sums corresponding to 50 percent of EBITDA in GI-Boxen can be paid during the respective financial years. Any additional purchase consideration must be paid by the Company by cash payment. For Foodbox, additional purchase sums of a maximum of SEK 2.5 million per financial year can be paid if the company's sales exceed certain specified threshold amounts during each financial year. Any additional purchase consideration shall be paid by cash payment or in the form of newly issued additional purchase consideration shares in the Company. Additional purchase price shares are then issued at a subscription price corresponding to the volume-weighted average price of Fuud's shares on the Nasdaq First North Growth Market during the 30 trading days immediately preceding the day of that issue decision.

Issue and lock-up commitment

The initial purchase price of a total of SEK 55 million has today been paid through a cash payment of a total of approximately SEK 16.23 million plus cash and by the Board’s decision today, with the support of authorization from the Annual General Meeting on June 14, 2022, a set-off issue of 168,586,956 shares in Fuud, which have been subscribed for and allotted to the sellers by GI-Boxen and Foodbox. The subscription price amounts to SEK 0.23 per share, corresponding to a total of approximately SEK 38.78 million. Payment has been made by offsetting the sellers' receivables from the Company for the same amount, due to the acquisitions. Through the new share issue, the Company's share capital increases by SEK 8,429,347.8 to SEK 43,572,820.45.

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 receivables receipt is to the benefit of both the Company and its shareholders. The subscription price corresponds to the subscription price per share in the new share issue with preferential rights for the Company's existing shareholders decided by the Board on 20 May 2022. The subscription price has been determined based on negotiations at arm's length between the Company and the sellers.

The new share issue causes a dilution effect for the Company's existing shareholders of approximately 19.3 percent. The distribution of major shareholders' shares in the Company after registration of the new share issue is shown in the table below.

Fuud and the sellers of Foodbox and GI-Boxen have further agreed on a lock-up of three months from this date, which includes a commitment not to sell, transfer or pledge the newly issued shares or carry out transactions with equivalent effect through trading on Nasdaq First North Growth Market or other marketplace on which the Company's shares are admitted to trading.

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 meals. 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. Elderly with a focus on nutritious food and simplicity.

Foodbox has a strong position in the exercise and health segment with over 500 retailers in Sweden, where the company has its own freezers in gyms, sports places and other training facilities such as padel halls. Foodbox currently offers 14 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.

For further information on the acquisitions, see press releases from March 28, 2022 and May 20, 2022, available on Fuud's website, www.fuudunited.com.

For more information, please contact:

Peter Blom, CEO

E-mail: peter.blom@fuudunited.com

Telephone: 070-655 56 98

About the Fuud Group

With the vision of becoming a leading Nordic company in the FMCG market, 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, Juice Culture, 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.

Important information

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Forward-looking information

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