Naturally Splendid Enterprises has executed a definitive agreement with Prosnack Natural Foods and and iCream Capital to acquire 100% of Prosnack.
Prosnack is a Canadian company based in North Vancouver.
Under the terms of its agreement with Prosnack and iCream, Naturally Splendid has agreed to pay to iCream $200,000 in cash (the “Cash Consideration”), and to issue to iCream on closing 1,098,901 Naturally Splendid common shares (the “Share Consideration”). $69,000 of the Cash Consideration will be paid to iCream on closing and the $131,000 balance will be paid on or before December 29, 2017.
Naturally Splendid may, at its option, pay all or any portion of the $131,000 remaining Cash Consideration by the issuance of additional Naturally Splendid common shares having a value of $212,875, based on the average closing price of Naturally Splendid’s common shares during the ten (10) trading days prior to December 29, 2017.The shares issuable to iCream will be subject to a four month hold period in accordance with applicable Canadian securities laws.
As additional consideration, Naturally Splendid will, for a period of 5 years, make earn-out payments to iCream equal to 25% of the annual increases to Naturally Splendid’s retail, private labelling and co-pack sales over the preceding year.
The aggregate total earn out payments that could be made to iCream will be capped at approximatey $1,200,000. Closing of the acquisition of Prosnack remains subject to certain conditions, including the approval of the TSX Venture Exchange.
Prosnack’s innovative “Elevate Me” brand focuses on lifestyle and healthy meal replacement products that include energy bars and on-the-go oatmeals that are currently distributed throughout North America. The Elevate Me brand can be found in over 1,000 retail stores including major retailers such as Costco, Whole Foods, Choices, Save On Foods, Sobeys, London Drugs, Thrifty’s, Rexall and many more.
A unique feature of Prosnack is its ongoing success strategy of private labelling for major retailers in North America and co-packing for other manufacturers globally. The combination of Elevate Me products and its private label clients is almost $8,000,000 CDN in sales over the past four years.
Naturally Splendid CEO, Dave Eto stated, “Our new relationship with Prosnack and its founders, Alan Maddox and Jim Pratt, continues our strategy to gain market share in the ‘healthy food sector’ retail markets.
Not only will synergies benefit Naturally Splendid with enhanced and effective operating costs, leverage distribution and innovative products, but Alan’s relationships with retailers and co-packers and his business acumen strengthens both companies Canadian and US marketing and branding capabilities.”
Upon completion of the acquisition, Alan Maddox is expected to become Executive VP, Sales and Marketing for Naturally Splendid. Alan has built a successful career in the food industry spanning over 34 years.
In addition to developing sales for Prosnack, Alan held the position of Director of International Sales for McCain Foods where he was responsible for overseeing sales development in over 70 countries around the world. As President of Sepp’s Food Group in the early 1990’s he was instrumental in developing the company into one of the leading natural organic frozen breakfast food manufacturers in North America, growing sales from $1,000,000 CDN to over $88,000,000 CDN annually.
Mr. Maddox stated, “This is an excellent environment for me to leverage my experience and contacts to combine distribution channels and move Elevate Me and products of Naturally Splendid to the next level – to be quicker and stronger throughout Canada, USA and internationally.
With the fine brands of Prosnack complimenting the family of high quality products of NSE, I am very pleased to be part of the Naturally Splendid Family.”
Upon closing, Jim Pratt is expected to join Naturally Splendid’s Advisory Board.Naturally Splendid expects that his experience gained as a former investment banker on Bay Street in Toronto, and having directly overseen 15 acquisitions and divestitures with Sepp’s Food Group while serving as CFO and CEO, will be of great benefit.
Mr. Pratt’s continuing involvement with the BC Food Processors Association as Chair establishes his credentials as a food sector leader and provides Naturally Splendid with additional insights into evolving markets and opportunities.
Mr. Pratt stated, “I'm excited to join Naturally Splendid in an advisory role.The Prosnack Natural Foods suite of products will add to the exciting story that NSE is developing in the consumer product and healthy food markets and I look forward to being part of that story."
Alan and Jim partnered to purchase Prosnack Natural Foods, the makers of Elevate Me All-Natural Protein Bar in January 2013. This close working relationship that is expected to provide additional benefits to the overall growth strategies of Naturally Splendid.
As part of the acquisition, Naturally Splendid will take ownership of approximately $300,000 of automated manufacturing equipment in Prosnack’s manufacturing facility, located in North Vancouver.The facility complies with several certifications; SQF level 2, Kosher and Gluten free.
Mr. Eto added, “Prosnack’s persistent drive to innovate products for their clients is an excellent platform for the ingredient technology supplied by Naturally Splendid.I am very excited to have such excellent people join the Naturally Splendid team. A major component of Naturally Splendid’s future growth will be acquisitions within the food sector to help synergize both the bio-tech applications and consumer products in retail markets domestically and internationally. There are many hemp-based applications that are not yet realized and I want NSE to drive those opportunities.”
