DENVER, Dec. 3, 2018 /PRNewswire/ -- New Age
Beverages Corporation (NASDAQ: NBEV), the Colorado-based healthy lifestyles company
focused on becoming the world's leading healthy beverage company,
today announced the signing of a definitive agreement to acquire
Morinda Holdings, Inc., a Utah-based healthy lifestyles and beverage
company with operations in more than 60 countries around the
world.
KEY HIGHLIGHTS:
- Merger creates the 40th largest
non-alcoholic beverage company in the world with $300 million in net revenue, $20 million in adjusted EBITDA, $200 million in assets, no debt, and $40 million in cash and working capital
- Combination brings a leading portfolio of healthy beverages,
with multi-channel penetration spanning traditional retail,
e-commerce, and in-home; with a hybrid route-to-market spanning
direct-store-delivery (DSD), wholesale, and
direct-to-consumer
- Provides New Age's Health Sciences products and portfolio of
CBD-infused beverages immediate access into 60 countries,
especially in China and
Japan
Interested investors can dial into the conference call to
discuss the transaction.
Date:
|
Tuesday, December 4,
2018
|
Time:
|
8:30 a.m. Eastern
time
|
Toll-free dial-in
number:
|
1-877-407-9210
|
International dial-in
number:
|
1-201-689-8049
|
Conference
ID:
|
New Age and Morinda
Merger
|
THE NEW COMPANY
The newly combined global company will be headquartered in
Denver, Colorado with major
operations in Shanghai,
Tokyo, Munich, Utah,
and more than 20 other countries, and further strengthens New Age
with the infrastructure to expand its portfolio of healthy
beverages worldwide. Consideration for the transaction will
be $85 million, comprised of
$75 million in cash and $10 million in New Age restricted stock based on
the 40-day volume-weighted average price from closing. The cash
consideration for the transaction will be sourced from New Age's
current cash balance. The transaction is expected to close in late
December.
At closing Morinda will be bringing a minimum of $25 million in working capital and no debt.
Additional contingent consideration may be made to Morinda owners
based on EBITDA performance in 2019. Total consideration not
including the potential performance-based earnouts represents
approximately 0.35 times multiple of revenue, and a 4 times
multiple of trailing twelve month adjusted EBITDA.
Kerry Asay, CEO of Morinda
commented, "We are so excited to be combining with New Age.
When we envisioned what we could achieve with New Age's portfolio
through our system, we knew how transformative it could be for all
our employees and independent distributors around the world.
I have guided Morinda since its creation for the past 22 years, and
am so proud of what we have accomplished. I am highly
confident that Brent will lead our company to even greater heights,
and I am very excited to become a shareholder of New Age. Now
as a public company, with all the resources that Morinda will bring
to the integrated Company, we see tremendous potential for all our
employees, independent distributors and shareholders for growth and
significant wealth creation."
ABOUT MORINDA
Morinda Holdings is a Utah-based healthy lifestyles and beverage
company founded in 1996 with operations in more than 60 countries
around the world, and manufacturing operations in Tahiti,
Germany, Japan, the US, and China. The company is primarily a
direct-to-consumer and e-commerce business and works with over
160,000 independent distributors worldwide. More than 70% of
its business is generated in the key Asia
Pacific markets of Japan,
China, Korea, Taiwan, and Indonesia. As a standalone, Morinda
would rank as the one of the top 50 non-alcoholic beverage
companies in the world.
Morinda achieved approximately $240
million in revenue and $20
million in adjusted EBITDA in the trailing twelve months,
representing approximately 5% growth versus prior year. Over 90% of
Morinda's sales are driven by its lead brand, Tahitian Noni-Juice,
and the majority of its revenue derives from four major markets
including China, Japan, the US, and Germany. Morinda's operations in
China alone span 10 different
offices, in 10 different provinces with more than 20% growth per
year.
Morinda's direct-to-consumer model encompasses more than 160,000
individual distributors worldwide and over 700 associates in 60
countries. The business is primarily a monthly
subscriber-based model, fulfilled by a worldwide manufacturing and
distribution network that includes owned and outsourced production
in the US, Germany, Tahiti,
Japan and
China.
Brent Willis, New Age's Chief
Executive Officer commented, "This merger is excellent for both
Morinda and New Age. Morinda adds New Age's portfolio of healthy
beverages to its network to drive further growth alongside its lead
brand, Tahitian Noni. New Age adds significant scale, and
infrastructure to accelerate growth, especially of its CBD-infused
beverages and Health Sciences portfolio. It is exciting to lead
this company that has grown from $2
million to over $300 million
in two-and-a-half years. We still feel like we are just
getting started, and are excited to work with our new associates
from Morinda to build the world's leading healthy beverage
company."
SYNERGIES
More than $10 million of potential
cost and revenue synergies have been identified and are expected to
be gained over the next 12 to 18 months. A convergence committee
with executives from both companies has been established, beginning
work immediately on the identified areas of savings and
growth.
In the area of cost synergies, the group has identified a number
of immediate opportunities. New Age envisions utilizing Morinda's
installed production base to produce many of New Age's
products. Many of the raw and packaging materials that both
groups purchase are common and procurement can now be combined, and
there is an immediate savings in operating expenses expected to
exceed $2 million. The initial four
focus areas of cost synergies include:
- Production integration
- Cost of goods leverage and procurement combination
- Shipping and logistics
- Other operating expenses
Revenue opportunities are the area where the most substantial
potential synergies exist. Morinda's global infrastructure can be
leveraged to drive the New Age portfolio, including its Health
Sciences products, the new CBD-infused beverage portfolio, and
selectively the current core New Age portfolio. The initial
four areas of focus in revenue synergies include:
- Driving the Health Sciences portfolio through Morinda's
infrastructure, especially in Asia
- Expanding the existing New Age core brand portfolio in
selective markets
- Expanding the New Age CBD-infused beverage portfolio throughout
Morinda's system
- Leveraging Noni as a key functional ingredient and expanding
the Noni-based portfolio
SUMMARY
New Age was created in mid-2016 to capitalize on the global
consumer shift to health and wellness. Since that time, New
Age has developed a brand portfolio competing in the highest growth
segments of the beverage industry and has created the only
one-stop-shop of healthy beverages. By combining with
Morinda, New Age can now rapidly grow its brands by adding a
direct-to-consumer infrastructure and market access to 60 countries
around the world.
The scale, critical mass and profitability that the combined
company now represents, coupled with an expanded portfolio of
healthy beverages and opportunities with CBD-infused beverages and
its Health Sciences Division products, positions New Age to be
in a position to capture further growth in major markets around the
world. Its multi-channel penetration and hybrid
route-to-market will allow New Age to disintermediate its brand
building approach to complement an already disruptive brand
portfolio, and accelerate accomplishment of its mission of becoming
the world's leading healthy beverage company.
Advising on the transaction were Imperial Capital Group and
Alliance Global Partners.
About New Age Beverages Corporation (NASDAQ:
NBEV)
New Age Beverages Corporation is a
Colorado-based healthy beverage
company focused on inspiring, educating, and hydrating
consumers. The Company is the only one-stop-shop of healthy
beverages and includes the brands Búcha Live Kombucha, XingTea,
Coco-Libre, Marley, and others. New Age competes in the
growth segments of the >$1
trillion-dollar non-alcoholic beverage industry, will be one
of the 40 largest non-alcoholic beverage companies, one of the
largest healthy beverage companies, and is the fastest growing in
the world over the past two years. The Company's
brands are sold across all 50 states within the US and will now be
sold in more than 60 countries internationally across all channels
via a hybrid of direct-to-consumer and traditional distribution and
route-to-market systems.
The Company operates the websites www.newagebev.com,
www.newagehealth.com, www.mybucha.com, www.xingtea.com,
www.drinkmarley.com, and www.cocolibre.com.
New Age 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.
About Morinda Holdings, Inc
Morinda Holdings, Inc. is
a Utah-based healthy lifestyles
and beverage company with more than 700 employees, operations
in more than 60 countries around the world, and manufacturing
operations in Tahiti, Germany,
Japan, the US, and China. Morinda is primarily a
direct-to-consumer and E-commerce business, and was founded in
1996. Morinda works with over 160,000 distributors worldwide, with
more than 70% of its business generated in the key Asia Pacific markets of Japan, Korea, Taiwan, Indonesia and China. As a standalone company, Morinda would
rank as the one of the top 50 non-alcoholic beverage companies in
the world.
About Imperial Capital Group, LLC.
Imperial Capital is
a full-service investment bank offering a uniquely integrated
platform of comprehensive services to institutional investors and
middle market companies. We offer sophisticated sales and trading
services to institutional investors and a wide range of investment
banking advisory, capital markets and restructuring services to
middle market corporate clients. Paired with our proprietary
research and sales & trading desk analysis, we provide
investment analysis across an issuer's capital structure, including
bank loans, debt securities, the hybrid/bank capital marketplace
(through our ELP Framework), post-reorganization equities, special
situations claims and listed and unlisted equities. Our
comprehensive and integrated service platform, expertise across the
global capital structure, and deep industry sector knowledge enable
us to provide clients with research driven ideas, superior advisory
services, and trade execution. We are quick to identify
opportunities under any market conditions and we have a proven
track record of offering creative, proprietary solutions to our
clients.
About Alliance Global Partners
A.G.P./Alliance Global
Partners is a national investment firm whose broker dealer
affiliation has been a member of FINRA and registered with the SEC
for the past 37 years. A.G.P. has full service capabilities with a
global ability to trade domestically as well as internationally.
A.G.P. prides itself on providing its clients with boutique
services along with the comfort of knowing their accounts are
custodied at Fidelity Clearing. Whether a client is looking for
wealth management advice, Institutional services or investment
banking and corporate advice, we have a track record and a proven
team to assist.
Safe Harbor Disclosure
This press release contains
forward-looking statements that are made pursuant to 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 statements that express the current beliefs and
expectations of management, including but not limited to statements
related to the Company's integration of the Morinda acquisition and
future growth projections including the potential capture of
synergies. Any statements contained herein that do not describe
historical facts are forward-looking statements that are subject to
risks and uncertainties that could cause actual results,
performance and achievements to differ materially from those
discussed in such forward-looking statements. The Company cautions
readers not to place undue reliance on any forward-looking
statements, which speak only as of the date they were made. The
Company undertakes no obligation to update or revise
forward-looking statements, except as otherwise required by law,
whether as a result of new information, future events or
otherwise.
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SOURCE New Age Beverages Corporation