par 468 SPAC II SE (isin : LU2380748603)
EQS-Adhoc: Marley Spoon Group SE to acquire BistroMD and to enter into a strategic partnership with FreshRealm
EQS-Ad-hoc: Marley Spoon Group SE / Key word(s): Acquisition/Agreement
Marley Spoon Group SE to acquire BistroMD and to enter into a strategic partnership with FreshRealm
30-Jan-2024 / 09:43 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by EQS News - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
NOT FOR DISTRIBUTION, PUBLICATION OR FORWARDING, EITHER DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES OF AMERICA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS PUBLICATION.
Luxembourg, 30 January 2024. Today, Marley Spoon Group SE ("MSG") has signed a sale and purchase agreement for the acquisition of BistroMD, LLC (“BistroMD”) as well as - through its US subsidiary - an asset sale agreement with FreshRealm Inc. (“FreshRealm”).
BistroMD is a leading doctor-designed ready-to-eat meal plan based in Florida, United States. BistroMD generated ~€35m net revenue in 2023. BistroMD shareholders will receive 1.4m in Class A shares of MSG, 225,000 warrants for Class A shares exercisable at €15.00, and 225,000 warrants for Class A shares exercisable at €20.00 upon closing. BistroMD shareholders will receive up to an additional 1.2m in Class A shares 12 months after closing, subject to customary earn-out provisions. BistroMD carries approximately €11m in debt, of which €1.8m will be repaid upon closing. The transaction is subject to customary closing conditions, including financing, and is expected to close in February 2024.
MSG, through its US subsidiary, will further enter into a 7-year strategic partnership with FreshRealm, the innovative fresh meals solutions platform based in Ventura, California upon closing of the asset sale agreement. FreshRealm is a channel-agnostic fresh meals platform that enables partners to operate asset-light and diversify their fresh meals offerings while enjoying the benefits of scale. As part of this partnership, FreshRealm will acquire MSG’s US operations assets for €22m and become its exclusive manufacturing and fulfillment partner for all United States-based activities.
This partnership is expected to create a platform for future market consolidation starting with the integration of BistroMD, whereby FreshRealm will manage all back-end operations, driving innovation while generating synergies for its partners in fixed and variable costs. Marley Spoon group will continue to operate its front-end operations, leveraging its global brand and marketing, customer service, consumer technology, and data platforms. The transaction is expected to reduce G&A, yield working capital benefits, and reduce variable costs over time.
Runway Growth Finance Corp. (“Runway”), a finance company focused on providing flexible capital solutions based in the United States, MSG’s senior lender, supports the above-mentioned transactions and has agreed in principle to certain amendments to Marley Spoon group’s existing debt facilities, namely an extension of 12 months of the interest-only period and the loan maturity date to January 2026 and June 2027, respectively. Marley Spoon group will repay Runway €10.3m toward its outstanding loan balance upon closing of the FreshRealm transaction.
In addition, certain larger investors have agreed to invest €8.035m in MSG, through the acquisition of 2,008,750 treasury shares at €4.00 per share to investors from MSG subject to the closing of the above-mentioned transactions.
These transactions will impact the Company’s cash and debt position upon closing as follows:
- Cash proceeds totaling €30m from (i) the €22m asset sale to FreshRealm of Marley Spoon’s US operations and (ii) the equity capital raise of €8m;
- A pre-payment, without penalty, of a portion of Marley Spoon’s outstanding loan balance with Runway in the amount of €10.3m. This comes on top of the nearly €8m in July 2023 that Marley Spoon re-paid in connection with the business combination agreement and that had resulted in a reduction of 1 percentage point in the cash interest rate on the outstanding loan balance, from 8.5% over three-month SOFR to 7.5%;
- A pre-payment, without penalty, of €3.7m towards BistroMD’s outstanding loan balance of €13.5, comprising long term debt and a revolver facility.
This publication may not be published, distributed, or transmitted in the United States, Canada, or Japan. This publication does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the “Securities”) of the Company in the United States, Canada, Japan or any other jurisdiction in which such offer or solicitation is unlawful. The Securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Securities of the Company have not been, and will not be, registered under the Securities Act. The Securities referred to herein may not be offered or sold in Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Canada or Japan subject to certain exceptions. This release may contain forward looking statements, estimates, opinions and projections with respect to anticipated future performance of the Company (“forward-looking statements”). These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “intends,” “may,” “will” or “should” or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current views, expectations and assumptions of the management of the Company and involve significant known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward-looking statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Any forward-looking statements included herein only speak as at the date of this release. We undertake no obligation, and do not expect to publicly update, or publicly revise, any of the information, forward-looking statements or the conclusions contained herein or to reflect new events or circumstances or to correct any inaccuracies which may become apparent subsequent to the date hereof, whether as a result of new information, future events or otherwise. We accept no liability whatsoever in respect of the achievement of such forward-looking statements and assumptions.
End of Inside Information
30-Jan-2024 CET/CEST The EQS Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
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| Language: | English |
| Company: | Marley Spoon Group SE |
| 9 Rue de Bitbourg | |
| 1273 Luxembourg | |
| Luxemburg | |
| E-mail: | ir@marleyspoon.com |
| Internet: | www.marleyspoongroup.com |
| ISIN: | LU2380748603, LU2380748785 |
| WKN: | A3C81B |
| Listed: | Regulated Market in Frankfurt (General Standard); Regulated Unofficial Market in Berlin, Munich, Stuttgart |
| EQS News ID: | 1825547 |
| End of Announcement | EQS News Service |
1825547 30-Jan-2024 CET/CEST