HUMBLE ACQUIRES NATY, A WORLD-LEADING FMCG-COMPANY AND BRAND WITHIN ENVIRONMENTALLY FRIENDLY DIAPERS AND PERSONAL CARE PRODUCTS

Humble Group AB (publ) (“Humble”) has signed a binding agreement with the owners of Naty AB (”Naty or ”the Company”) regarding the acquisition of all shares in the Company (”the Transaction”). The total purchase price amounts to a maximum of SEK 850 million and is comprised of a fixed remuneration of SEK 750 million (”the Purchase Price”) as well as earn-outs of up to SEK 100 million based on future margin improvements. Of the Purchase Price, SEK 600 million shall be paid out in cash with the remaining SEK 150 million to be paid out in shares, which will be issued at a price equal to VWAP based on the 14 days before signing of the agreement. Naty is a fast-growing group with a leading position within environmentally friendly personal care-products with a focus on sustainable diapers. The Company has historically had a strong underlying profitability and had total net revenues and EBITDA for financial year 2020 of SEK 278 million and SEK 44 million, respectively.

The transaction in brief

• Naty had total net revenues and an adjusted EBITDA of SEK 278 million and SEK 44 million, respectively, for the financial year 2020. The Company is forecasting significantly improved profitability levels during the coming 12 months as a result of the margin-focused improvements.
• Naty have 27 years of business operations and innovation, which goes all the way back to when they started in 1994, with a stable underlying profitability, growth as well as strong cash flows.
• The total purchase price amounts to a maximum of SEK 850 million and is comprised of a fixed remuneration and variable earn-outs.
• The Purchase Price amounts to SEK 750 million. Of the Purchase Price, SEK 600 million, equaling 80 %, will be paid out in cash and the remaining SEK 150 million, equaling 20 %, will be paid out in shares, which will be issued at a price equal to VWAP based on the 14 days before signing of the agreement. It is up to Humble to decide when the transfer of the shares will occur, but at the latest within 70 days from signing of the agreement.
• The purchase price will be financed through issuance of consideration shares, Humble’s existing cash balance and debt financing.
• Earn-outs of up to SEK 100 million may be paid out, based on the Company’s margin improvements within the coming 12 months.
• Naty and the management of Humble have identified several material synergies within distribution, marketing, sales, R&D and logistics, which enables Humble Group’s existing brands to grow faster as well as strengthen their position against retailers and end-consumers.
• The seller representing a majority of the shares in Naty have entered lock-up agreements regarding 100% of the shares which will be received as part of the Purchase Price for a period of one year starting from the closing of the agreement.
• Naty’s founder and CEO has committed to continue to manage and develop the Company for at least two years after the completion of the Transaction.

”Through the acquisition of Naty we acquire an amazing company with a high-performing and entrepreneurial team. As a leading actor within eco-friendly diapers in the world, and with a very innovative and wide product offering the possibilities are endless. The acquisition means that we continue to develop our sustainability vertical and further strengthens our strategic position as a leading actor for the FMCG-products of the future. The fact that yet another company with more than 27 years of operations decided to become a part of our group is the greatest compliment which we can receive. We will also be able to take advantage of the Company’s wide network within these attractive segments, while we also see large potential for further potential acquisition in the future, which fits well into our growth strategy” says Simon Petrén, CEO Humble Group AB (publ).

”It feels incredibly exciting that Naty now enters the next phase in its journey as a company and become a part of Humble. We have managed to build a unique and very profitable company with a world-leading position within compostable and degradable personal care-products, where we see strong developments within new categories. We want to continue to lead the development of eco-friendly diapers and together with Humble we have all the right tools to succeed. Simon and the team have a fantastic vision, which we share, and we will now continue to contribute to more sustainable products for both humans and our planet.” says Marlene Sandberg, CEO and founder of Naty AB.

BACKGROUND AND MOTIVES

Naty AB is a leading high-tech FMCG-group with a well-positioned global brand, Eco by Naty, which has a wide offering of compostable and degradable personal care-products. The Company has successfully been running its business for 27 years since the start in 1994 and is a pioneer in its field. The Company has a strong underlying profitability, solid growth and strong cash flows. Naty sells and markets its products to many of the largest retailers in the world within the grocery trade markets. Together with the current development and sales of the brands in Humble, the management of the Company and Humble sees several material potential synergies as well as opportunities to faster commercialize and develop the segment for brands within the Humble Group.

RESULTS, SYNERGIES AND CONSOLIDATION

Naty had total net revenues and an adjusted EBITDA of SEK 278 million and SEK 44 million, respectively, for the financial year 2020. The Company is forecasting significantly improved profitability levels during the coming 12 months as a result of the margin-focused improvements.

Humble will consolidate Naty as a subsidiary to Humble and the transfer of shares will occur, at the latest, within 70 days from signing of the agreement. The completion of the Transaction strengthens Humble’s net revenue with a greatly improved profitability for Humble on its consolidated EBITDA.

The combined group will continue to optimize and develop the Company’s brands in order to launch further products to new markets. Humble is expecting to realize several synergies through the acquisition with greatly improved gross-margins as well as increased growth opportunities within 18 months starting from the completion of the Transaction.

Financing

The Acquisition will be financed through issuing of consideration shares, Humble’s current cash position as well as debt financing.

NATY’S HISTORY

”In the middle of the 90s, I was a corporate lawyer with two boys and a growing awareness of environmental issues. By coincidence, I read a news article about the damaging effects disposable diapers have on the Swedish environment. The article stated that every baby, on average, consumed half a ton of diapers per year. Further concerning was the fact that traditional disposable diapers were primarily made from oil-based plastics. The environmental effect on nature was huge and there were no good alternatives. This was upsetting! I could not get rid of the thought that there must be some better ways to produce diapers. After five years of research, hard work and development, I changed my life completely, from a lawyer to an ecological entrepreneur. I launched Eco by Naty and launched an environmentally friendly diaper. This was followed by a series of baby care-products, ranging from wipes to pull-on-pants.

We could have went along the path of only using green colored packaging which claimed that our diapers were environmentally friendly, since there was no certification for this segment. Our competitors were playing this game. I did not intend to do that. I knew that there were no shortcuts if I wanted to make a real change. We use high quality bio-based materials, which costs up to five times as much as standard materials. We do the research, we take the risk and pay the costs for the development, in order to be able to offer better solutions than the currently existing ones.

Even when it comes to earning the trust of the consumers, we take our own path. We do not seek the validations from environmental organizations which will easily give away their certifications, instead, we use the ones with the highest requirements. Eco by Naty is the first environmentally friendly diaper to receive the OK Biobased Certification from Vincotte, one of the world’s most demanding independent certifications. All our product lines have this certification now. This is the strongest evidence of ecological excellence which we know of today.

Today, Eco by Naty is the market leading diaper within the environmentally friendly segment. This shows that consumers demand true ecological value without compromising on performance. Throughout the years, we have invested several millions of SEK in groundbreaking technology. We are at the forefront of the ecological development and I have decided to stay in the future. I started my company with the determination to create high-performing products, which were friendlier towards the environment, healthier for the child and with an outstanding performance. That is exactly what Eco by Naty is." - Marlene Sandberg, CEO and founder of Naty AB.

Advisors

Rämsell Advokatbyrå AB has been the legal advisor to Humble. Rothschild & Co. is financial advisor and Advokatbyrå DLA Piper Sweden KB is legal advisor to the sellers in connection with the transaction.

For further information, please contact:
Simon Petrén, CEO, Humble Group AB
Tel: +46 70 999 94 55
E-mail: simon.petren@humblegroup.se

The information is solely for further informational purposes and the content of this press release has already been published by the Company, and where the Swedish press releases shall prevail.

About Humble Group

Humble Group is a Swedish food-tech and FMCG-group, supplying the next generation of products that are good for people and the planet. Humble targets the segments of foodtech, eco, sustainability and vegan to drive high organic growth, acquisitions and utilize synergies in the different operation entities: Brands, Distribution, Manufacturing and Ingredients and R&D. Humble’s technology 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-reduced, sustainable and vegan products. For more information visit www.humblegroup.se

HUMBLE Group is listed on Nasdaq Stockholm, First North Growth Market, under the ticker HUMBLE, FNCA Sweden AB is Humble Group’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 Humble 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 Humble’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.