Aqua Bio Technology ASA: Acquisition of the 3D Innovation Nordic AS group completed

https://newsweb.oslobors.no/message/626483

28.8.2024 22:45:28 CEST | Aqua Bio Technology ASA | Inside information

Reference is made to the stock exchange announcement made by Aqua Bio Technology
("ABT" or the "Company", and together with its wholly owned subsidiaries, the "
ABT Group") on 25 April 2024 regarding the Company's entry to an agreement in
principle to acquire all of the outstanding shares in 3D Innovation Nordic AS ("
3D Innovation") (the "Transaction"). 3D Innovation with its subsidiaries
represent a major wholesale group in the Nordics (the "Target Group").

The Transaction has today been completed making ABT the 100 % direct and
indirect owner of the Target Group.

For the first half of 2024, the Target Group had an unaudited turnover of NOK 40
million with an EBITDA of NOK 3 million.

The purchase price for the Transaction shall be settled in a combination of
shares and cash, subject to certain conditions. The share component comprises of
ABT issuing 5,000,000 new shares at subscription price of NOK 3,66 per share,
equal to today's opening trading price of the Company's shares, with a 3-year
lock up (the "Consideration Shares"). The cash component will in total be NOK 15
million, divided into two installments, depending on the Target Group's
financial results. The first NOK 5 million is triggered by an EBT of NOK 6
million in the Target Group, the next NOK 10 million when the Target Group
achieves an EBT of NOK 10 million.

The Company's board of directors will convene at a later date to formally issue
the Consideration Shares.

3D Innovation Nordic AS ("3D Innovation"), which has its head office and sales
department in Hønefoss, has extensive distribution to all the major retail
chains in Norway and pharmacies in Norway and Sweden, as well as selected
customers in Denmark. The company has had considerable success in just a few
years and is at the top of the Gazelle award for 2022. As such, the Transaction
positions ABT for new and unique distribution channels enabling ABT to become a
more comprehensive supplier in the retails and sales area to the cosmetic
markets in the Nordics. It is well known in this segment that these distribution
channels are both difficult to gain access to and are of strategic importance.
In interaction with ABT's historical operations and the operations of the ABT
Group, the Transaction is therefore expected to provide significant synergies on
several levels.