Matas signs agreement to acquire Firtal Group ApS, the owner of among others Helsebixen.dk

Company announcement no. 5 2018/19 – Inside Information

Allerød, 29 August 2018

Matas signs agreement to acquire Firtal Group ApS, the owner of among others Helsebixen.dk

Today, Matas signed an agreement to acquire Firtal Group ApS, the owner of Helsebixen.dk and a portfolio of ecommerce sites and brands in the Health & Wellbeing category. CEO Gregers Wedell-Wedellsborg says:

“Right from our very first conversation with Firtal Group’s founders, we shared a vision to create a new kind of power player within the health and wellbeing space: A network of born-digital brands serving sharply defined target groups. Together, Firtal Group and Matas can make that vision come true faster and with greater impact than each of us on our own.”

Transaction overview

• The transaction implies an enterprise value for Firtal Group ApS of DKK 130 m, with an additional earn-out component of up to DKK 20 m
• The initial purchase price of DKK 130 m will be settled partly in cash (DKK 110 m) and partly in shares (DKK 20 m) at closing
• Transaction and restructuring costs in connection with the acquisition are estimated to less than DKK 10 m in 2018/19 and will be treated as special items
• The transaction is pending Danish antitrust approval
• Closing is expected in fourth quarter of the calendar year 2018.

“We consider Firtal Group an attractive investment case on a standalone basis and we are impressed by the founders’ track record, digital retail skill-set and ambition. In addition, we have identified a number of ways to accelerate Firtal’s growth plans and improve profitability. As a result, we expect Firtal Group revenues to grow at double-digit rates throughout the strategy period and contribute to our long term ambition of an EBITDA margin in excess of 14% no later than the financial year of 2022/23. Revenue ambitions for 2022/23 are increased to around DKK 4 bn as a result of the acquisition” says CEO Gregers Wedell-Wedellsborg.

“The acquisition has a clear strategic fit with the newly announced growth strategy ‘A Renewed Matas’. With Helsebixen.dk in particular, we improve our offering for the growing number of health-conscious consumers and gain share in the green market, as we have already set out to do. With Firtal Group overall, we expect to almost double our online market share and make a step change in our capacity to deliver our ambition of becoming the online market leader in health and wellbeing.”

Strategic rationale

With the acquisition of especially Helsebixen.dk and Firtal Group’s other online platforms, Matas will make progress on several important strategic targets:

• Digital market leadership: Increasing the online sales as a share of total sales. Matas total online revenue (4% of revenue in 2017/18) is expected to almost double as the acquisition is finalized.  
• Gaining share of the green market: A stronger position within the fast growing market for green and natural products, including vitamins, food supplements and natural beauty products.
• Adding a platform for growth and business development by acquiring a business with a strong track record of profitable growth and innovation capability.

In addition, the acquisition entails:

• Potential synergies within marketing, procurement and logistics.
• Benefits from best practice sharing.
• Benefits from adding skilled leaders within entrepreneurship and innovation.

About Firtal Group ApS

Firtal Group is a leading digital retailer within sales and distribution of own branded products and third-party branded products. Firtal operates primarily within selected niche e-commerce verticals.

Firtal Group has developed a culture embracing entrepreneurship and innovation, where in-house development of talented employees allows them to become champions within digital retailing. Firtal Group’s headquarter is located in Lystrup north of Aarhus. Following the acquisition, Firtal Group will continue to be operated as a separate company and remain in Lystrup.  

Firtal Group ApS operates 9 different niche webshops. The key webshop is Helsebixen.dk, a well-known Danish player within the online market for wellbeing.

Total revenue for Firtal Group ApS amounted to DKK 91 million for 2017 with an EBITDA margin of 10%. Firtal Group employs approximately 45 full-time employees. 2018 revenues are expected to be in excess of DKK 140 million with an EBITDA margin of more than 11%. Turnover for the first half of 2018 is in line with forecast.

Financial targets

Matas 2018/19 financial targets for the Group are unchanged except for 1: the specification that the EBITDA margin is before special items, and 2: the addition of a target for total investments:

• Underlying revenue unchanged relative to 2017/18 (like-for-like growth between -1% and 1%). Unchanged.
• EBITDA margin before special items above 14.5%. Specified.
• CAPEX in the DKK 110-130 million range. Unchanged.
• Total investments (CAPEX and investments) of DKK 240-260 million. New.

Transaction and restructuring costs related to the transaction are expected to be less than DKK 10 million and will be treated as special items.

Despite the acquisition, Matas A/S still expects to be able to pay a dividend for the financial year 2018/19.

Financial ambitions

The financial ambitions towards 2022/23 are unchanged except for total revenue, which has been increased from DKK 3.7 to 3.9 billion to around DKK 4 billion in 2022/23:

• Total revenue in 2022/23 around DKK 4 billion driven by growing online sales from Matas.dk and sales from Firtal Group, store concept upgrades and ongoing adjustments of the retail network. Underlying like-for-like growth is expected to be positive from financial year 2020/21 at the latest. Revised.
• An EBITDA margin in excess of 14% towards the end of the strategy period. Unchanged
• Average annual CAPEX in the DKK 120-140 million range, with investments skewed towards the first three years of the strategy period. Unchanged.
• A gearing ratio of between 2.5 and 3 (ratio of net interest-bearing debt to adjusted EBITDA (i.e. EBITDA before special items) during the strategy period. Unchanged.

Our financial ambitions are based on existing IFRS rules, including the effects of IFRS 15, and do not factor in the effects of IFRS 16.

Except for ‘Matas Natur’ and now also the acquisition of Firtal Group ApS, the effects of new growth initiatives have not been factored into the revised financial ambitions for the strategy period.

Conference call

Matas will host a conference call for investors and analysts on Wednesday, 29 August 2018 at 11:30 a.m.

The conference call and presentation can be accessed on our investor website:

Conference call access numbers for investors and analysts:

DK                                                   

UK:                                                   +44 (0) 330 336 9411

US:                                                  

Conference code:                                3781808

Link to webcast:                                

Contacts

Gregers Wedell-Wedellsborg                                                              

CEO, tel

Anders T. Skole-Sørensen

CFO, tel                                                       

Elisabeth Toftmann Klintholm                                                           

Head of Investor Relations & Corp. Affairs, tel      

Forward-looking statements This announcement contains statements relating to the future, including statements regarding the Matas Group's future operating results, financial position,  business strategy and future targets. Such statements are based on management’s reasonable expectations and forecasts at the time of this announcement. Forward-looking statements are subject to risks and uncertainties and a number of other factors, many of which are beyond the Matas Group's control. This may have the effect that actual results may differ significantly from the expectations expressed in this announcement. Without being exhaustive, such factors include general economic and commercial factors, including market and competitive conditions, supplier issues and financial and regulatory issues.

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