Bayn Group enters into agreement regarding acquisition of Klement "Amerpharma"

Bayn Group AB ("Bayn") has entered into a binding agreement regarding acquisition of 51 percent of the shares in Klement Spolka Z Ograniczona Odpowiedzialnosc ("Amerpharma" or the "Company"), a Polish foodtech company under the Amerpharma brand, which is a leading manufacturer in Europe of calorie-free and sugar-reduced sauces, jams and syrups, for a cash purchase price of SEK 41,076,290 and an additional purchase price based on the Company’s net income (the "Transaction"). From the completion of the transaction the Bayn Group's profitability at consolidated EBITDA level will be greatly improved.

THE TRANSACTION IN BRIEF

· The Transaction comprises 51 percent of the shares in Amerpharma (the "Shares"), the remaining 49 percent of the shares will continue to be owned by the founder and seller Mariusz Klementowski.

· The purchase price for the Shares amounts to SEK 41,076,290 and shall be paid in cash upon closing of the Transaction.

· An additional purchase consideration based on the Companys net income shall be paid annually during a period of maximum 5 years after the completion of the Transaction.

· Closing of the Transaction is expected to take place within approximately 90 days.

· Bayn finances the Transaction with existing cash.

· The founder of Amerpharma who is also the seller, Mariusz Klementowski, have undertaken to continue to operate and develop the business for at least 5 years after the completion of the Transaction.

· Bayn’s portfolio of operations that develop, sell and market sugar-reduced foods offers significant synergy effects for the Bayn Group and through the Transaction, Bayn is expected to gain a stronger market position in the calorie-free and sugar-reduced foods segment.

· Amerpharma has had high organic growth and profitability, with growth of over 50 percent per year over the past three years.

· Amerpharma has forecasted net income and adjusted EBITDA for the next 12 months of approximately SEK 71 million and approximately SEK 12 million, respectively.

· Consolidated, the Amerpharma contributes to the Bayn Group significant sales growth and profitability at consolidated EBITDA level will be greatly improved.

· Bayn and Amerpharma expect continued strong growth in the Company during the coming years and Bayn will therefore be involved in financing an additional plant of approximately SEK 10 million in order to meet the high demand that the Company has for its products.

· The transaction is in line with Bayn’s communicated strategy to actively identify, evaluate and acquire interesting foodtech companies.

"The acquisition of Amerpharma is another important step for Bayn to become a leading total supplier of sugar- and calorie-reduced foods. The deal is an excellent strategic fit for Bayn, where we aim to acquire strong companies with high organic growth and significant synergy effects for the Bayn Group. Mariusz and his team are fantastic entrepreneurs and have in recent years managed to grow their business and sales by over 50 percent per year and with increased profitability. Together we also get access to an attractive business network, where Amerpharma already sells to many customers that are a great fit to offer Bayn’s product EUREBA. We see many synergy effects with the acquisition and will immediately initiate new product development projects and streamline the value chain and scalability in purchasing processes for increased profitability. We are very happy to welcome Mariusz and his team to Bayn." says Simon Petrén, Vice President and M&A Manager Bayn Group AB.

“Through the acquisition, we gain a strong foothold in the Polish market, where there is great potential for us to grow even faster with a part of the Group located in Central Europe. Amerpharma has many attractive products and in new segments, such as sports nutrition, where we are now strengthening the Group's total foodtech-range and open additional verticals for expansion.” says Patrik Edström, CEO of Bayn Group AB

"It feels incredibly exciting to be part of the Bayn Group to take Amerpharma to new heights. As a company, we have had a very strong organic development historically. Mutual synergies and investment from Bayn will allow us to grow even faster now. I really look forward to continuing our journey together.” says Mariusz Klementowski, CEO and founder of Amerpharma.

BACKGROUND AND MOTIVES

Bayn, a foodtech group in sugar-reduced foods, has signed a binding agreement to acquire 51 percent of the shares in Amerpharma (www.amerpharma.com), for a purchase price of SEK 41,076,290 to be paid in cash upon closing of the Transaction, which is expected to take place within approximately 90 days. An additional purchase consideration based on the Company’s net income shall be paid annually during a period of maximum 5 years after the completion of the Transaction.

Amerpharma is a market-leading European manufacturing company of sugar and calorie-reduced sauces, jams and syrups. The Company has its own production and sells products under its own brands to around a hundred customers in Europe, Asia, the USA and the Middle East. The Company has a strong focus on product innovation and product development and has in recent years been successful in developing unique food products where sugar has been replaced by protein and natural sweeteners. Historically, the Company has also had a high level of organic growth and profitability, with growth of over 50 percent per year over the past three years.

The founder of Amerpharma who is also the seller, Mariusz Klementowski, have undertaken to continue to operate the Company for at least 5 years after the completion of the Transaction.

The acquisition of Amerpharma strengthens Bayn’s market position in calorie- and sugar-reduced foods. Both Bayn and Amerpharma are active in a rapidly growing niche and through the acquisition, the Bayn Group will have access to several new segments where EUREBA can be used in the manufacture of products. The combination of Bayn’s subsidiaries and Amerpharma’s customer network means significant opportunities and synergy effects through cross selling and strengthened market channels.

Bayn and Amerpharma expect continued strong growth in the Company in the coming years and Bayn will therefore be involved in financing another factory of approximately SEK 10 million in order to meet the high demand that the Company has for its products.

The merged group will continue to optimize and further develop the technological functions in manufacturing to launch additional products to the market. Bayn expects that the acquisition will result in several potential synergies and increased growth opportunities immediately after the Transaction is completed.

RESULT AND SYNERGIES

Amerpharma has forecasted net income and adjusted EBITDA for the coming 12 months of approximately SEK 71 million and approximately SEK 12 million, respectively.

Bayn will report Amerpharma as a subsidiary of Bayn. From the completion of the transaction, the Bayn Group's profitability at consolidated EBITDA level will be greatly improved.

FINANCING

The acquisition is financed through existing cash.

For further information, please contact:

Simon Petrén, Vice President and M&A manager at Bayn Group AB (publ)
Tel: +46 709 999 455
Email: simon.petren@bayneurope.com

This information is such information that Bayn Group AB is required to disclose in accordance with the EU Market Abuse Regulation. The information was submitted for publication on the 3rd of September 2020 at  19:45 CET.

Bayn Group 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

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

Important information

This communication may contain certain forward-looking statements. Such statements are all statements that do not relate to historical facts and include expressions such as "believe", "estimate", "anticipate", "expect", "assume", "predict", "intend", "may", "presuppose", "should" or similar. The forward-looking statements in this release are based on various estimates and assumptions that in several cases are based on additional assumptions. Although Bayn believes these assumptions were reasonable when made, such forward-looking statements are subject to known and unknown risks, uncertainties and other important factors that are difficult or impossible to predict and that are beyond Bayn’s control. Such risks, uncertainties and important factors could cause the actual results to differ materially from the results expressly or implicitly indicated in this communication through the forward-looking statements. The information, perceptions and the forward-looking statements in this release apply only as of the date of this release and may change without notice.