Mighty Craft Limited (ASX:MCL) entered into a binding agreement to acquire Mismatch Brewing Company Pty Ltd, MK Wine Solutions Pty Ltd and The Hills Distillery Pty Ltd for AUD 47 million on June 10, 2021. Under the terms, Mighty Craft Limited will pay AUD 27 million in cash and issue 57.14 million shares worth AUD 20 million. The consideration shares will be subject to voluntary escrow restrictions as 50% of the vendor consideration shares will be subject to voluntary escrow restrictions until the date on which the Mighty Craft Limited audited financial results for the year ending June 30, 2022 are released to the ASX and 50% of the vendor consideration shares will be subject to voluntary escrow restrictions until the expiry of 24 months after completion of the transaction. Part of the cash consideration will be funded from (a) secured debt funding of AUD 6 million from Pure Asset Management Pty Ltd (b) approximately AUD 17.7 million raised under a fully underwritten, non-renounceable accelerated pro rata entitlement offer and (c) approximately AUD 11.3 million raised under a fully underwritten placement to sophisticated and institutional investors. As of July 12, 2021, MCL successfully completed the retail entitlement offer, raising AUD 7.94 million. Attractive acquisition multiples of 1.8 x FY22 forecast revenue 7.5 x FY22 forecast EBITDA (pre synergies); and 5.7 x FY22 forecast EBITDA (including synergies). Sellers have the right to nominate a Director to MCL, subject to sellers continuing to hold at least 15% of MCL shares. The transaction is subject to approval of offer by Mighty Craft Limited shareholders and debt financing secured by Mighty Craft Limited, approval of the share issue for the purpose of ASX Listing Rule 7.2 at an MCL EGM, the lessees under the Lot 100 brewing, distillery and hospitality/event business leases entering into agreements with the lessor of those premises consenting to the change in control of those lessees as a result of the transaction and to formalize prescribed matters with respect to those leases, Specified key Adelaide Hills Group personnel entering into new service agreements relating to their ongoing engagement with the group, customary regulatory approvals from the South Australian Liquor and Gambling Commissioner in respect of the liquor licenses held by the Adelaide Hills Group, MCL entering into a shareholders agreement with the remaining minority Lot 100 Pty Ltd shareholders on terms acceptable to Mighty Craft and change of control consents in respect of certain material contracts. The transaction is expected to close on July 19, 2021. Mighty Craft Limited (ASX:MCL) completed the acquisition of Mismatch Brewing Company Pty Ltd, MK Wine Solutions Pty Ltd and The Hills Distillery Pty Ltd on July 19, 2021.