● Cellmid acquired 100% of BLC Cosmetics from HGL Limited (ASX:HNG)
● Cellmid paid $3M in the first tranche; $1M in cash and $2M through the issue of 32,786,885 shares at 6.1cps, at a 6 X EBITDA valuation
● Cellmid may also pay a second tranche, based on an increase in BLC’s FY2022 EBITDA, excluding synergies
● The second tranche will be calculated as 3 x BLC’s audited incremental EBITDA growth, and payable in cash and shares
● The 32,786,885 shares issued to HGL are the subject of a voluntary escrow agreement for 24 months
● The effective date of the transaction was 01 October 2021
● HGL nominated representative director Phil Christopher to the board
● Scale in market with doubling of Cellmid’s FY2021 revenue and other income of $7.3M
● The combined group will have $13M pro forma annualised revenue based on results at 30 June 2021 (unaudited)
● ○ BLC’s brands sold to Cellmid’s customer base and channels ○ Cross-selling of Cellmid’s own brands into BLC’s professional channels in Australia and New Zealand ○ Cross promotion on the combined digital platforms ○ Warehousing, shipping and fulfillment ○ New ERP system ○ Administrative costs