Karo Pharma is acquiring Sylphar International NV for EUR 290 million and intends to carry out a rights issue of around EUR 200-250 million

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HUDINGE, Sweden, November 23, 2021 / PRNewswire / – Karo Pharma Aktiebolag (publ) (the “Company” or “Karo”) today announced an agreement to acquire all of the shares in Sylphar International NV (“Sylphar”) and, directly and indirectly, all of the shares in Pro Teeth Whitening Co Limited (“Pro Teeth Whitening”), Nutravita Limited (“Nutravita”) and Alpha Foods BV (“Alpha Foods”, collectively the “Sylphar Group”) of Vendis Capital and Robin list, Sylphars founder, for EUR 290 million (the Transaction “). The Transaction is expected to make a positive contribution to Karo’s market position and further enhance Karo’s strong platform for further growth, particularly in the digital market.

Sylphar Group in brief

Sylphar is a Belgium based, fast growing and digital first platform with a proven ability to internationalize brands in the health and beauty markets. Sylphar offers a portfolio of leading brands in these markets, which are mainly sold through online marketplaces, web shops and e-pharmacies. Sylphar achieved a turnover of approx. EUR 64 million, October 2020 to September 2021[1]. The Sylphar brands are sold in more than 50 countries worldwide with the support of local sales partners and / or via online platforms. The company’s key markets include the UK, Germany, Italy, Spain and France.

The three largest brands in the portfolio are Nutravita, Alpha Foods and Remescar. Nutravita is an innovative and best-selling digital-first brand in the VMS category with significant success on Amazon, offering a range of products to optimize daily health and wellbeing. Alpha Foods is a popular and fast growing brand in the VMS category that has built strong brand awareness and following through its high quality vegan lifestyle and superfood products powered by differentiated digital marketing skills. Remescar is a skin care brand that offers corrective and instantly visible skin care solutions. With its unique technology, clinically proven claims and effective ingredients, Remescar has successfully developed into a multi-channel brand with a strong digital presence in recent years.

“Sylphar complements Karo to a great extent and fits perfectly with our strategy and vision. The acquisition brings fast growing consumer-oriented brands and a state-of-the-art team that excels in e-commerce and digital marketing. We are impressed by Sylphar’s development, market position and stronger Leadership The combination is a real win-win situation in which we jointly benefit from the strengths of the respective companies, ”says Christoffer Lorenzen, CEO of Karo.

“We look forward to working with Karo and see this as a unique opportunity to continue developing our brands, people and our business as part of the Karo organization. The two companies are highly compatible and our team looks forward to joining Karos continued history of growth and expansion, “says Robin list, CEO of Sylphar.

The transaction in brief

Karo takes over the Sylphar Group for EUR 290 million on a cash and debt-free basis (Enterprise Value) and a small additional payment of EUR 10 million can be paid if certain conditions relating to the future growth targets of the Sylphar Group are met. The transaction is expected to occur in the course of. to be finished January 2022. The acquisition will be funded through additional credit facilities including a twelve (12) month equity bridging facility provided by some of Karo’s existing lenders.

It is intended that upon completion of the transaction, the bridging facility with proceeds from a new equity issue of approximately. to repay € 200250m with preferential rights to existing Karo shareholders (the “Rights Issue”). The Karo Board of Directors intends to resolve the rights issue with the power of attorney from the Karo Annual General Meeting in 2021. The rights issue, the terms of which will be announced at a later date, is expected to take place in the first half of 2022. The transaction is subject to customary antitrust approvals.

Karo’s largest shareholder, Karo Intressenter AB, holds shares that represent approximately 79.85% of Karo’s outstanding shares and votes. represent[2], has expressed support for the transaction. Karo Intressenter AB will also undertake to subscribe for its pro-rata portion of the rights issue and to guarantee subscription for the remaining part of the rights issue.

Karo estimates that the transaction has potential for synergies for the company, particularly in the form of sales synergies. The transaction also enables Karo to build a rapidly growing pan-European consumer healthcare company with diverse category and brand positions. The transaction will have strong assets as well as skills and expertise within the company

E-commerce and digital transformation.

For more information please contact:

Christoffer Lorenzen, CEO, +46 735 017 620, [email protected]

Carl Lindgren, VP Business Development, +46 760 026 022, [email protected]

This information is such that Karo Pharma Aktiebolag (publ) is obliged to publish it in accordance with the EU Market Abuse Regulation. The information was obtained from the above contact persons on. submitted for publication November 23, 2021 at 00:20 CET.

About Karo Pharma

Karo Pharma offers intelligent decisions for daily healthcare. We own and market branded over-the-counter products and prescription drugs. Our products are available in more than 60 countries, with Europe and the Nordic region as our core markets. Karo Pharma is headquartered in Stockholm, Sweden and is listed on the Nasdaq Stockholm Mid Cap.

About the Sylphar Group

Sylphar is a Belgium-based company that develops and markets OTC products worldwide and focuses on bringing innovative and consumer-friendly products to the world market. In its portfolio, Sylphar has four main brands in the VMS and beauty categories: Nutravita, Alpha Foods, Remescar and iWhite.

About Vendis Capital

Founded in 2009, Vendis Capital is an independent private equity firm specializing in the consumer goods sector Europe. In partnership with experienced entrepreneurs and managers, Vendis aims to invest in small to medium sized consumer goods companies to help them realize their growth and value creation potential. Vendis invests in Belgium, Denmark, Sweden, France, the Netherlands, and Germany. For more information, visit www.vendiscapital.com.

[1] The details of the sale are preliminary.

[2] 79.85% based on the total number of shares and votes in Karo. Karo has 225,033,204 shares outstanding.

This information was provided to you by Cision http://news.cision.com

https://news.cision.com/karo-pharma/r/karo-pharma-acquires-sylphar-international-nv-for-eur-290m-and-intends-to-carry-out-a-rights-issue- o, c3458549

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