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EX-2.1 - PLAN OF MERGER BY AND AMONG NEW AGE BEVERAGES CORPORATION, NEW AGE HEALTH HOLDIN - NewAge, Inc. | nbev_ex21.htm |
8-K - CURRENT REPORT - NewAge, Inc. | nbev_8k.htm |
Exhibit 99.1
Denver, Colorado
|
NEW AGE BEVERAGES ANNOUNCES MERGER WITH
MORINDA, INC., CREATING A COMBINED COMPANY WITH
$300 MILLION IN REVENUE AND $20 MILLION IN EBITDA
-
New Age to hold an investor conference call at 08:30 EST on
Tuesday, December 4, 2018 to discuss the details of the
transaction
DENVER, COLORADO, December 3, 2018 - 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 that 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.
Denver, Colorado
|
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 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.”
Denver, Colorado
|
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:
1)
Production
integration
2)
Cost of goods
leverage and procurement combination
3)
Shipping and
logistics
4)
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:
1)
Driving the Health
Sciences portfolio through Morinda’s infrastructure,
especially in Asia.
2)
Expanding the
existing New Age core brand portfolio in selective
markets
3)
Expanding the New
Age CBD-infused beverage portfolio throughout Morinda’s
system.
4)
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.
Denver, Colorado
|
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
Denver, Colorado
|
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.
Denver, Colorado
|
For
investor inquiries about New Age Beverages Corporation please
contact:
Media:
Desiree
Rosa
MULTIPLY
Tel:
202-292-4566
NewAgeBev@wearemultip.ly
Investor Relations Counsel:
Cody
Slach, Liolios Group, Inc.
Tel
949-574-3860
NBEV@Liolios.com
New Age Beverages Corporation:
Greg
Gould
Chief
Financial and Administrative Officer
Tel
303-289-8655
GGould@NewAgeBev.com