Aqua Bio Technology — M&A Activity 2024

Apr 25, 2024

Aqua Bio Technology ASA: Acquisition of 3D Innovation Nordic AS and affiliated companies, together a potential major wholesale group in the Nordics

Aqua Bio Technology ASA: Acquisition of 3D Innovation Nordic AS and affiliated companies, together a potential major wholesale group in the Nordics

25.4.2024 15:34:41 CEST | Aqua Bio Technology ASA | Inside information

Aqua Bio Technology ("ABT" or the "Company" and together with its wholly owned

subsidiaries, the "ABT Group") has today, on 25 April 2024, entered into an

agreement (the "Agreement") with CoC Invest AS ("CoC Invest") regarding the

Company's acquisition of all of the outstanding shares in the 3D Innovation

Nordic AS ("3D"). Pursuant to the Agreement, the Company shall further acquire

all of the outstanding shares in the companies Printprofil AS and Check Please

AS (jointly with 3D, the "Target Group") from CoC Invest in connection with the

acquisition of 3D (jointly, the "Acquisitions"). The Target Group represents a

major wholesale group in the Nordics.

In 2023, the Target Group had an unaudited turnover of NOK 87.6 million, of

which 3D had a turnover of NOK 73 million. The Target Group companies are

profitable and EBIDTA for the Target Group in 2023 ended jointly at NOK 5

million.

The completion of the Acquisitions is subject to satisfactory due diligence and

approval from ABT's board of directors.

Under the Agreement, the purchase price for the Acquisitions shall be settled in

a combination of shares and cash, subject to certain conditions. NOK 5 million

shares in ABT will be issued at a price of NOK 6 per share, with a 3-year lock

up. The cash will be total 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.

3D is a significant wholesale company with a market-leading sales department.

The company, 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 (Gaselle-bedrift) for 2023.

- In particular, the acquisition of 3D gives ABT access to completely new

distribution channels that we do not currently have access to in both Norway and

Sweden. In interaction with ABT's historical operations and the operations in

our existing subsidiaries, this acquisition will provide significant synergies

on several levels, says Håvard Lindstrøm, CEO of ABT.

Briefly about the companies

Check Please AS mainly sells cash register rolls and rolls for card terminals in

retail chains. The company's founders have imported and sold cash register

rolls/rolls for bank terminals from 2002, since 2014 as Check Please. The

company has industry-leading expertise in this area. The company had an

unaudited turnover of NOK 7.6 million in 2023.

Printprofil AS is a company specialized in profiling and gift items, which is

connected to New Wave and its thousands of customers. The company had an

unaudited turnover of NOK 7 million in 2023.

Scaling

In addition to significant synergies between ABT's historical and current

operations, the acquisition of 3D also ensures that ABT gets the opportunity to

scale its operations out of Norway to a greater extent. As of today, ABT's

presence outside Norway is limited in Sweden, through the ownership of Ultrabody

AB.

- We are far from done with Norway, but the acquisitions of 3D, Check Please and

Printprofil make ABT ready to move across national borders when the time is

right, says Lindstrøm.

Reference is made to the Cosmed buyout announcement made by the Company on 23

April 2024. Please see the attached form in accordance with article 19 of the EU

Market Abuse Regulation.

****

For further information, please contact CEO Håvard Lindstrøm mobile phone +47

941 32 288.

Aqua Bio Technology (ABT) is developing and commercializing sustainable

biotechnology for use in skincare products. ABT's cosmetics ingredients are

highly effective and they provide the cosmetics industry with natural

alternatives to traditional ingredients. ABT is also marketing and distributing

natural skincare products developed by partners towards consumers and

professional users. ABT's focus on commercialization and development of natural

ingredients and natural skincare products has been, and will continue to be, an

important part of the Company's strategy going forward. Aqua Bio Technology is

listed on the Euronext Expand market of the Oslo Stock Exchange.

This information is considered to be inside information pursuant to the EU

Market Abuse Regulation and subject to the disclosure requirements pursuant to

section 5-12 of the Norwegian Securities Trading Act. This stock exchange notice

was published by CEO Håvard Lindstrøm on the date and time provided.

DISCLOSURE REGULATION

This information is subject of the disclosure requirements pursuant to section

of 5-12 of the Norwegian Securities Trading Act.

CONTACTS

* Håvard Lindstrøm, 004794132288, hl@aquabiotech.no

ABOUT AQUA BIO TECHNOLOGY ASA

Aqua Bio Technology (ABT) is developing and commercializing sustainable

biotechnology for use in skin care products. ABT's cosmetics ingredients are

highly effective and they provide the cosmetics industry with natural

alternatives to traditional ingredients. ABT is also marketing and distributing

natural skin care products developed by partners towards consumers and

professional users. Aqua Bio Technology is listed on Euronext Expand.

ATTACHMENTS

Download announcement as PDF.pdf -

https://kommunikasjon.ntb.no/ir-files/17847556/3064/4384/Download%20announcement

%20as%20PDF.pdf

Notification Form - Varming Holding.pdf -

https://kommunikasjon.ntb.no/ir-files/17847556/3064/4383/Notification%20Form%20-

%20Varming%20Holding.pdf