BattlBox and Carnivore Club to become EMERGE's 6th and 7th brands inNorth America , and will be its largest and most profitable acquisition to dateBattlBox and Carnivore Club generated combined revenues of approximatelyUS$23 million and Adjusted EBITDA of approximatelyUS$3.3 million in the trailing twelve months endedMay 31, 2021 - Transaction expected to be funded with existing cash on hand
- Upon closing, this acquisition will boost EMERGE's monthly subscription revenue and is expected to be immediately accretive to EBITDA
- Acquisition provides EMERGE with a strong US-based operating team with deep expertise in subscription-based e-commerce and cost-effective warehousing
BattlBox (www.battlbox.com) is a market-leading survival, outdoor and camping goods subscription business-based in the
"
"Over the last several years at the
The Transaction is expected to be funded with cash on hand. The guaranteed (upfront and deferred cash) consideration represents a multiple of approximately 3.6 times Adjusted EBITDA, based on the
The total purchase price for the Transaction is up to US$18.95 million, plus customary working capital and tax adjustments. The consideration payable by EMERGE in connection with the Transaction consists of the following:
i) | |
ii) | |
iii) | An earn-out of up to |
BattlBox is headquartered outside Atlanta,
"BattlBox is a top-rated brand in its category, with over 3 million site visits in 2020. We plan to continue to execute against our robust acquisition pipeline and deliver other market-leading online brands to our diversified ecommerce portfolio," said Drew Green, EMERGE Chairman.
The Transaction is an arm's length transaction that is expected to constitute an "expedited acquisition" pursuant to Policy 5.3 of the
Conference Call
Management will host a conference call on Monday,
Alternatively, the conference call can be accessed online at: https://produceredition.webcasts.com/starthere.jsp?ei=1489051&tp_key=e3957598d4
About EMERGE:
EMERGE is a disciplined, diversified, rapidly growing acquirer and operator of D2C e-commerce brands. Our network of e-commerce sites provides our members with access to premium meat subscriptions, groceries, golf, family offers and nearby escapes. Our portfolio houses some of
To learn more visit https://www.emerge-commerce.com/
About
Founded in
To learn more, visit www.battlbox.com and www.carnivoreclub.co
Cautionary notice
Investors are cautioned that any information released or received with respect to the transactions described herein may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.
Neither
Notice regarding forward-looking statements
This press release may contain certain forward-looking information and statements ("forward-looking information") within the meaning of applicable Canadian securities legislation, that are not based on historical fact, including without limitation statements containing the words "believes", "anticipates", "plans", "intends", "will", "should", "expects", "continue", "estimate", "forecasts" and other similar expressions. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements. The Company undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Company, its securities, or financial or operating results (as applicable). Although the Company believes that the expectations reflected in forward-looking information in this press release are reasonable, such forward-looking information has been based on expectations, factors and assumptions concerning future events which may prove to be inaccurate and are subject to numerous risks and uncertainties, certain of which are beyond the Company's control, including the risk factors discussed in the Company's filing statement which are incorporated herein by reference and are available through SEDAR at www.sedar.com. The forward-looking information contained in this press release are expressly qualified by this cautionary statement and are made as of the date hereof. The Company disclaims any intention and has no obligation or responsibility, except as required by law, to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.
Non-GAAP Measures
This press release makes reference to certain non-GAAP measures. These non-GAAP measures are not recognized measures under IFRS, do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement those IFRS measures by providing a further understanding of results of operations from management's perspective. Accordingly, they should not be considered in isolation nor as a substitute for analysis of the financial information of the Company reported under IFRS. EBITDA and Adjusted EBITDA should not be construed as alternatives to net income/loss determined in accordance with IFRS. EBITDA and Adjusted EBITDA do not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers.
Earnings before interest, taxes, depreciation and amortization ("EBITDA") and Adjusted EBITDA as defined by management means earnings before interest and financing costs, income taxes, depreciation and amortization, transaction costs, foreign exchange gains/losses, discontinued operations, unrealized gains/losses on contingent consideration and share-based compensation. Management believes that Adjusted EBITDA is a useful measure because it provides information about the operating and financial performance of EMERGE and its ability to generate ongoing operating cash flow to fund future working capital needs and fund future capital expenditures or acquisitions.
SOURCE
© Canada Newswire, source