NewAge and ARIIX Update Merger Agreement
October 01 2020 - 4:30PM
NewAge, Inc.
(Nasdaq:
NBEV), the Colorado-based omni-channel
social selling and distribution company with a network of
independent business owners across 75 countries worldwide, today
announced that it has amended the merger agreement for the
acquisition of ARIIX, and that it expects to close the transaction
no later than November 30, 2020.
Details of the amended and restated agreement
and plan of merger are included in the Company’s Current Report on
Form 8-K dated October 1, 2020, and the deadline for completing the
audit of the ARIIX’s financial statements and completing the
transaction has been extended until November 30, 2020.
Brent Willis, Chief Executive Officer of NewAge,
commented, “We think it is great for our shareholders to have
increased clarity on the total cost of the ARIIX transaction, and
to have agreed to terms on the future portion of the consideration,
which represents a very attractive premium to the current share
price. As a private company operating globally, the audit of
ARIIX’s financial statements is taking time to complete, and we
feel it is prudent to be thorough and have the audit materially
completed before closing. We are on track for closing and our
continued diligence indicates that our two powerful companies have
a bright future together.”
NewAge communicated that it expects to capture
approximately $20 million in additional annualized EBITDA in the
first 18 months following closing in cost and revenue synergies in
the areas of cost of goods sold, manufacturing efficiencies and
scale, operational redundancy, cross-pollination of brands, and
market and channel expansion. NewAge has already identified more
than $10 million in annualized synergies to be implemented this
year from the combined group.
Fred Cooper, CEO of ARIIX said, “The strength of
our two companies coming together will have significant benefits to
all our stakeholders around the globe. We have been working closely
with Brent and his team and have identified several key areas
within our organizations where we can gain efficiencies and enhance
our overall business performance very positively impacting both the
top and bottom lines. Historically ARIIX has delivered close to $20
million in EBITDA annually. With the convergence of the two
organizations, the anticipated synergies of $20 million, the
improved profitability of NewAge now that their retail brands have
been sold, and the global organic growth we are experiencing, we
believe both our top and bottom line outlook look extremely
attractive.”
On July 20, 2020, NewAge, Inc., announced the
signing of an agreement to acquire ARIIX and four other
e-commerce/direct selling companies. The combination is expected to
create a company with expected annual revenues of more than $500
million, a blended gross margin of 70%, and expected EBITDA of more
than $30 million.
About NewAge,
Inc. (NASDAQ:
NBEV)NewAge is a Colorado-based
organic and healthy products company dedicated to inspiring and
educating consumers to “Live Healthy.” The Company is an
omni-channel distribution company with access to traditional
retail, e-commerce, direct-to-consumer, and medical channels across
more than 75 countries worldwide when combined with ARIIX. NewAge
markets a portfolio of better-for-you products including the brands
Tahitian Noni, TeMana, ‘Nhanced and others. The Company operates
the websites www.newage.com, www.noninewage.com, and a number of
other individual brand websites.
Safe Harbor DisclosureThis
press release contains forward-looking statements that are made
under the safe harbor provisions within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Forward-looking
statements are any statement reflecting management's expectations
regarding future results of operations, economic performance,
financial condition, the acquisition of ARIIX, statements about the
benefit of the ARIIX transaction, and the extent and duration of
COVID-19 on its business. The forward-looking statements are based
on the assumption that operating performance and results will
continue in line with historical results. Management believes these
assumptions to be reasonable, but there is no assurance they will
prove to be accurate. Forward-looking statements, specifically
those concerning future performance, are subject to certain risks
and uncertainties, and actual results may differ materially. NewAge
competes in a rapidly growing and transforming industry, and risk
factors, including those disclosed in the Company's filings with
the Securities and Exchange Commission, might affect the Company's
operations. Unless required by applicable law, the Company
undertakes no obligation to update or revise any forward-looking
statements.
NewAge has exclusively partnered with the
world's 5th largest water charity, WATERisLIFE, to end the world
water crisis with the most innovative technologies available.
Donate at WATERisLIFE.com to help us #EnditToday.
A photo accompanying this announcement is available
athttps://www.globenewswire.com/NewsRoom/AttachmentNg/1a2b215e-60e7-4ed3-8df8-079435b71c3d
For investor inquiries about
NewAge please contact:
NewAge Investor Relations:Riley
TimmerVice President, Investor RelationsTel:
1-801-870-8685Riley_Timmer@NewAge.com
Investor Relations Counsel:John
Mills/Scott Van WinkleICR – Strategic Communications and
AdvisoryTel: 1-646-277-1254/1-617-956-6736newage@icrinc.com
NewAge,
Inc.:Gregory A. GouldChief Financial
OfficerTel: 1-303-566-3030Greg_Gould@NewAge.com
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