Polygiene acquires business related to SteriTouch
Polygiene AB (publ) (“Polygiene” or the “Company”) today announces that the Company, through the indirectly wholly-owned subsidiary Addmaster (UK) Limited (“Addmaster”), has entered into an agreement to acquire the business related to SteriTouch (“SteriTouch” or the “Business”) from the privately owned English company Radical Materials Limited (“Radical Materials” or the “Seller”). The purchase price amounts to a total of approximately GBP 3.5 million (approximately SEK 43.2[1] million), where approximately GBP 3.15 million (approximately SEK 38.9 million) is paid in cash and the remaining GBP 0.35 million (approximately SEK 4.3 million) is paid through newly issued shares in Polygiene. The cash payment is intended to be financed through a directed cash new issue in Polygiene, alternatively by available funds. In addition to the fixed purchase price, the Seller may also receive an additional purchase price in cash of up to GBP 0.5 million (approximately SEK 6.2 million) based on the sales growth for the Business during 2022.
The acquisition of SteriTouch
The acquisition concerns SteriTouch, which is part of the UK based privately owned company Radical Materials Limited, which was founded in 2003. Radical Materials has 11 full-time employees (excluding the two founders Nick Corlett and Huw Durban), of which one full-time employee will be included in the Business. Furthermore, Radical Materials operates with the following product ranges: Konduct, Scopic, Steritype and SteriTouch which primarily consists of an antimicrobial product range. The largest share of SteriTouch's sales is through direct sales and SteriTouch is expected to achieve a net sales growth of approximately 20 percent during the full year 2021, compared to the same period last year. Furthermore, there are great synergy opportunities for Polygiene to increase its market share in antimicrobial products for plastics, coatings and paints. The acquisition of the Business is a 100 percent synergy deal where Polygiene will buy the customers and incorporate them into Addmaster's production set-up.
Addmaster has today entered in to an Asset Purchase Agreement regarding the acquisition of the Business. The Business includes the Seller's customers, formula and brand. In connection with the transfer of the Business, an employee from the Seller will also be transferred to Addmaster.
For 2021, the Business (based on unaudited preliminary figures) are expected to have a total turnover of approximately GBP 1.39 million with a gross profit of approximately GBP 0.71 million.
"The acquisition of SteriTouch is fully in line with our new growth strategy and the obvious synergies with Biomaster’s anti-microbial business, makes this a very welcome addition to the group", says Ulrika Björk, CEO of Polygiene.
“We have enjoyed a friendly competitive relationship with the Addmaster team for many years and have always held them in high regard. The antimicrobial sector is growing rapidly, and we are delighted for SteriTouch to join the Polygiene group, where we expect it to continue to flourish”, says Nick Corlett, one of the founders of Radical Materials.
Transaction terms and funding
Completion of the transaction is subject to customary closing conditions. Provided that the conditions are met, closing is expected to take place around 24 January 2022.
In connection with the acquisition, Polygiene is exploring the possibilities of carrying out a directed cash new issue. However, Polygiene has the opportunity to complete the acquisition with available funds and completion of the acquisition is thus not conditional on such new issue being carried out. Any resolution on a directed cash new issue will be announced separately.
The purchase price of the Business amounts to approximately GBP 3.5 million in total (approximately SEK 43.2 million), where approximately GBP 3.15 million (approximately SEK 38.9 million) is paid in cash, either through existing available funds or through the proceeds received from a cash new issue, and the remaining GBP 0.35 million (approximately SEK 4.3 million) is paid through newly issued shares in Polygiene.
The number of consideration shares to be issued will be determined based on the volume-weighted average price of Polygiene's shares during the 14 trading days immediately preceding the closing date.
In addition to the fixed purchase price, the Seller may also receive an additional purchase price in cash of up to GBP 0.5 million (approximately SEK 6.2 million) based on the sales growth for the Business during 2022.
The Seller has undertaken, with certain customary exceptions, not to sell the newly issued shares received as consideration for a certain period after the closing date. For half of the consideration shares, the commitment applies for 12 months from the closing date, and for half of the consideration shares, the commitment applies for 24 months from the closing date.
The issue of the consideration shares to the Seller and any directed cash new issue are intended to be resolved by the board of directors pursuant to the authorization granted by the Annual General Meeting on 19 May 2021.
[1]All conversions from GBP to SEK in this press release have been made according to the exchange rate 1 GBP = 12.3367 SEK.
This information is such that Polygiene AB (publ) is obliged to disclose pursuant to the EU Market Abuse Regulation. The information was released for public disclosure, through the agency of the contact person below, on 18 January 2022 at 22:10 CET.
For further information, please contact:
Ulrika Björk, CEO Polygiene AB (publ)
Mob: +46 70 921 12 75
E-mail: ulrika.bjork@polygiene.com
About Polygiene
As the world leader in stays fresh technologies, we want to change the way we view products – from fast consumables to durables. We treat clothes, accessories, home products, and textiles to help people stay fresh, wash less and let clothes and products live longer. Over 300 global premium brands have chosen to use the Polygiene brand with their products. With the wholly owned subsidiary Addmaster Holdings Limited, we now have the possibility to offer solutions for both soft and hard surfaces. Polygiene is listed on Nasdaq First North Growth Market in Stockholm, Sweden. For more information: www.polygiene.com. Erik Penser Bank AB is the Company's Certified Adviser, telephone: 08-463 83 00, e-mail: certifiedadviser@penser.se.