EDIBLE GARDEN Signs Non-Binding Letter of Intent to Acquire NARAYAN GROUP to Expand into the European and North American Markets
Edible Garden (Nasdaq: EDBL) has signed a non-binding letter of intent to acquire Narayan Group, a Slovenia-based organic coconut and superfood products manufacturer. Narayan Group has shown strong financial performance with revenue of $22 Million in the first nine months of 2024, expecting Q4 revenue over $9.5 Million for a projected annual revenue of $31.5 Million in 2024.
The combined entities anticipate revenues exceeding $60 Million in 2025. Narayan's revenue grew from $12.1 Million in 2020 to $26.9 Million in 2023, generating $0.9 Million in net income and $3.0 Million in EBITDA for 2023.
The acquisition terms include issuing EDBL common stock to Narayan shareholders, who will receive a majority of fully-diluted outstanding shares. The deal is subject to due diligence, €6.0 million equity financing for Narayan, a reverse stock split of EDBL shares, and stockholder approval.
Edible Garden (Nasdaq: EDBL) ha firmato una lettera di intenti non vincolante per acquisire Narayan Group, un produttore sloveno di prodotti organici a base di cocco e superfood. Il Narayan Group ha mostrato solide performance finanziarie con ricavi di 22 milioni di dollari nei primi nove mesi del 2024, con previsioni di ricavi nel quarto trimestre superiori ai 9,5 milioni di dollari, per un ricavo annuale previsto di 31,5 milioni di dollari nel 2024.
Le entità combinate prevedono ricavi superiori a 60 milioni di dollari nel 2025. I ricavi di Narayan sono aumentati da 12,1 milioni di dollari nel 2020 a 26,9 milioni di dollari nel 2023, generando 0,9 milioni di dollari di utile netto e 3,0 milioni di dollari di EBITDA per il 2023.
I termini dell'acquisizione prevedono l'emissione di azioni ordinarie EDBL agli azionisti di Narayan, che riceveranno la maggior parte delle azioni in circolazione completamente diluite. L'accordo è soggetto a due diligence, finanziamenti azionari di 6,0 milioni di euro per Narayan, uno scorporo delle azioni EDBL e approvazione da parte degli azionisti.
Edible Garden (Nasdaq: EDBL) ha firmado una carta de intención no vinculante para adquirir Narayan Group, un fabricante esloveno de productos orgánicos de coco y superalimentos. Narayan Group ha mostrado un sólido rendimiento financiero con ingresos de 22 millones de dólares en los primeros nueve meses de 2024, esperando ingresos en el cuarto trimestre que superen los 9,5 millones de dólares, lo que proyecta un ingreso anual de 31,5 millones de dólares para 2024.
Las entidades combinadas anticipan ingresos que superen los 60 millones de dólares en 2025. Los ingresos de Narayan crecieron de 12,1 millones de dólares en 2020 a 26,9 millones de dólares en 2023, generando 0,9 millones de dólares de ingreso neto y 3,0 millones de dólares en EBITDA para 2023.
Los términos de la adquisición incluyen la emisión de acciones ordinarias de EDBL a los accionistas de Narayan, quienes recibirán la mayoría de las acciones en circulación totalmente diluídas. El acuerdo está sujeto a debido proceso, financiación de capital de 6,0 millones de euros para Narayan, un split inverso de las acciones de EDBL y la aprobación de los accionistas.
Edible Garden (Nasdaq: EDBL)은 유기농 코코넛 및 슈퍼푸드 제품 제조업체인 Narayan Group을 인수하기 위해 비구속적 양해각서를 체결했습니다. Narayan Group은 2024년 첫 9개월 동안 2200만 달러의 매출을 기록하며 강력한 재무 성과를 보였으며, 4분기 매출은 950만 달러를 초과할 것으로 예상하며 2024년 연간 매출은 3150만 달러에 이를 것으로 예상됩니다.
합병된 법인은 2025년에 6000만 달러 이상의 수익을 예상하고 있습니다. Narayan의 매출은 2020년 1210만 달러에서 2023년 2690만 달러로 증가하였으며, 2023년 순이익은 90만 달러, EBITDA는 300만 달러를 기록했습니다.
인수 조건에는 Narayan 주주에게 EDBL 보통주를 발행하는 것이 포함되며, 이들은 완전히 희석된 보통주 대다수를 받게 됩니다. 이 거래는 실사, Narayan을 위한 600만 유로의 자본 조달, EDBL 주식의 역분할, 주주 승인 등의 조건을 충족해야 합니다.
Edible Garden (Nasdaq: EDBL) a signé une lettre d'intention non contraignante pour acquérir Narayan Group, un fabricant slovène de produits biologiques à base de noix de coco et de super-aliments. Le Narayan Group a affiché une solide performance financière avec un chiffre d'affaires de 22 millions de dollars au cours des neuf premiers mois de 2024, s'attendant à un chiffre d'affaires au quatrième trimestre dépassant les 9,5 millions de dollars, ce qui projetterait un chiffre d'affaires annuel de 31,5 millions de dollars en 2024.
Les entités combinées anticipent des revenus dépassant les 60 millions de dollars en 2025. Le chiffre d'affaires de Narayan est passé de 12,1 millions de dollars en 2020 à 26,9 millions de dollars en 2023, générant 0,9 million de dollars de bénéfice net et 3,0 millions de dollars d'EBITDA pour 2023.
Les termes de l'acquisition incluent l'émission d'actions ordinaires d'EDBL aux actionnaires de Narayan, qui recevront la majorité des actions entièrement diluées en circulation. L'accord est soumis à la diligence raisonnable, au financement en actions de 6,0 millions d'euros pour Narayan, à un regroupement d'actions inversé des actions d'EDBL et à l'approbation des actionnaires.
Edible Garden (Nasdaq: EDBL) hat einen unverbindlichen Letter of Intent zur Übernahme der Narayan Group unterzeichnet, eines in Slowenien ansässigen Herstellers von Bio-Kokosnuss- und Superfood-Produkten. Die Narayan Group hat eine starke finanzielle Leistung gezeigt mit einem Umsatz von 22 Millionen Dollar in den ersten neun Monaten von 2024 und erwartet für das vierte Quartal einen Umsatz von über 9,5 Millionen Dollar, was zu einem prognostizierten Jahresumsatz von 31,5 Millionen Dollar für 2024 führt.
Die kombinierten Unternehmen prognostizieren Einnahmen von über 60 Millionen Dollar im Jahr 2025. Der Umsatz von Narayan stieg von 12,1 Millionen Dollar im Jahr 2020 auf 26,9 Millionen Dollar im Jahr 2023, was 0,9 Millionen Dollar Nettogewinn und 3,0 Millionen Dollar EBITDA für 2023 generiert.
Die Bedingungen der Übernahme umfassen die Ausgabe von EDBL-Stammaktien an die Narayan-Aktionäre, die die Mehrheit der vollständig verwässerten ausstehenden Aktien erhalten werden. Der Deal steht unter dem Vorbehalt der Due Diligence, der Eigenkapitalfinanzierung von 6,0 Millionen Euro für Narayan, einer Umkehraktienaufspaltung der EDBL-Aktien und der Genehmigung durch die Aktionäre.
- Narayan Group's strong financial performance with $22M revenue in first 9 months of 2024
- Projected combined revenue of $60M+ in 2025
- Narayan's consistent profitability with $0.9M net income and $3.0M EBITDA in 2023
- Revenue growth from $12.1M (2020) to $26.9M (2023)
- Geographic expansion into European markets
- Vertical integration opportunities and operational efficiencies
- Significant shareholder dilution due to majority share issuance to Narayan shareholders
- Complex closing conditions including €6.0M equity financing requirement
- Pending reverse stock split requirement
- Substantial corporate governance changes with majority board control shifting to Narayan
Insights
This non-binding LOI represents a potentially transformative deal for EDBL. The acquisition target, Narayan Group, brings
The deal structure involves a stock-based transaction where Narayan shareholders will receive a majority of EDBL's fully diluted shares post-closing. Key positive elements include Narayan's established European presence, consistent revenue growth from
The vertical integration opportunities and cross-market expansion potential are compelling, but execution risks exist given the complex nature of international M&A and required conditions precedent.
This merger strategically positions EDBL in both European and North American sustainable food markets. The complementary nature of Narayan's organic coconut and superfood products with EDBL's CEA technology creates significant cross-selling opportunities. The combined entity would benefit from Narayan's proven vertical integration model, which has delivered strong gross margins in Europe.
Market timing appears favorable as consumer demand for organic and sustainable food products continues to grow globally. The deal could enhance operational efficiency through shared infrastructure and distribution networks, potentially improving margins. However, successful integration and realization of projected synergies will be important for achieving the ambitious
BELVIDERE, NJ, Jan. 13, 2025 (GLOBE NEWSWIRE) -- Edible Garden AG Incorporated (“Edible Garden” or the “Company”) (Nasdaq: EDBL, EDBLW), a leader in controlled environment agriculture (CEA), locally grown, organic, and sustainable produce and products, today announced the signing of a non-binding letter of intent (LOI) to purchase the outstanding share capital of Narayan d.o.o. and its subsidiaries (“Narayan Group”), a prominent producer of organic coconut and superfood products.
The Narayan Group, headquartered in Slovenia, brings established products characterized by consistent revenue growth and EBITDA1 with significant market reach that has achieved over
With Narayan’s vertically integrated supply chain and leadership in the European market combining with Edible Garden’s innovative CEA technology and product placement within their North American distribution network on a combined basis, the Narayan Group and Edible Garden expect to achieve combined revenues in excess of
The Narayan Group has demonstrated consistent positive EBITDA1, with net sales revenue growing steadily from
Mario Brumat, CEO of Narayan Group, stated, “We believe this strategic transaction with Edible Garden represents a transformative opportunity to combine Narayan’s high-growth business model and strong European market leadership with Edible Garden’s innovative CEA technology and established distribution channels in North America. Together, we expect to be able to accelerate market expansion, particularly in the U.S. and Canada, by delivering products that meet rising consumer demand for organic and sustainable food products. We anticipate this collaboration will drive operational efficiencies, and provide cross selling opportunities of our combined product lines throughout North America and Europe which should provide immediate short-term and sustainable long-term shareholder value through scalable growth and increased market share in the growing market sector we are addressing.”
Jim Kras, CEO of Edible Garden, added, “We believe Narayan Group’s proven success and alignment with our Zero-Waste Inspired® vision will allow us to build scale, expand internationally, and enhance our operational efficiency. This value acquisition should position us to create meaningful value for our shareholders by meeting the growing demand for sustainable, plant-based food products. Narayan has a demonstrated strength in acquiring and developing products under a vertically integrated supply chain management strategy resulting in strong gross margins throughout Europe. We believe this transaction will provide us with immediate value, allow us to introduce Narayan’s products into the North American market and provide a much stronger base to grow in the future. Our combined strategy will be to build on Narayan’s footprint in Europe with their ability to acquire other successful product offerings and to expand those through our established and growing North American channels.”
The Proposed Transaction
Under the terms of the LOI, in consideration for
The LOI contemplates that, subject to Nasdaq requirements, a majority of the members of the Edible Garden board of directors shall be designated by the Narayan shareholders or their affiliate. Jim Kras will continue to serve as the Chairman and Chief Executive Officer of Edible and Mario Brumat, the current president of Narayan will continue to head European operations and serve as a member of the Edible Garden board of directors.
Closing of the transaction is expected to be subject to a number of closing conditions, including a satisfactory due diligence investigation by both parties, completion of a
About the Narayan Group
The Narayan Group produces over 100 organic food products that are certified vegan and organic under private label and proprietary brand offerings. Its products are sold and distributed by many of the largest food retailers primarily in Europe and US. The Narayan Group ranks among the top 1000 global suppliers to the Schwarz Group (Lidl & Kaufland), the #3 ranked food retailer in the world by international revenues and Aldi, the #4 ranked food retailer in the world by international revenues, according to Top 50 Global Retailers 2024 by the National Retail Federation. Narayan products are available through retail channels with a combined reach of approximately 75,000 retail stores globally, located in more than 30 countries, primarily within the EU.
The Narayan Group business currently operates in two core food product segments – Organic Coconut and Superfoods Products.
The organic coconut products segment includes a range of packaged organic coconut food products. Narayan sources, produces, mixes, bottles, and packages private label and branded organic coconut products, including organic and conventional virgin and refined, bleached, and deodorized coconut oils, coconut flour, coconut sugar, and coconut syrup. Our coconut products come in different varieties, packaging, and flavors. Narayan believes our organic virgin coconut oil is a premier energy source and a high-quality, sustainable ingredient.
In addition to its organic coconut products, the Narayan Group also sells assorted spices, grains, seeds and pulses, nuts, cereals, fruits, syrups, ready-to-cook meals, and toppings, including quinoa, flax seeds, chia seeds, lentils, psyllium husk, sesame seeds, bulgur, whole grain couscous, goji berries, which they market as Superfoods. Its selection of organic superfood products are produced and sold in a range of sizes and packaging options and feature different flavors.
The Narayan growth strategy includes entry into the United States and Canadian markets and strategic acquisition of other businesses in the food segment. For more information on The Narayan Group go to https://narayanfood.com/.
About Edible Garden®
Edible Garden AG Incorporated is a leader in controlled environment agriculture (CEA), locally grown, organic, and sustainable produce and products backed by Zero-Waste Inspired® next generation farming. Offered at over 5,000 stores in the US, Caribbean and South America, Edible Garden is disrupting the CEA and sustainability technology movement with its safety-in-farming protocols, use of sustainable packaging, patented GreenThumb software and Self-Watering in-store displays. The Company currently operates its own state-of-the-art vertically integrated greenhouses and processing facilities in Belvidere, New Jersey and Grand Rapids, Michigan, and has a network of contract growers, all strategically located near major markets in the U.S. Its proprietary GreenThumb 2.0 patented (US Nos.: US 11,158,006 B1, US 11,410,249 B2 and US 11,830, 088 B2) software optimizes growing in vertical and traditional greenhouses while seeking to reduce pollution-generating food miles. Its proprietary patented (U.S. Patent No. D1,010,365) Self-Watering display is designed to increase plant shelf life and provide an enhanced in-store plant display experience. The Company has been named a FoodTech 500 company by Forward Fooding, a leading AgriFoodTech organization. In addition, Edible Garden is also a Giga Guru member of Walmart's Project Gigaton sustainability initiative. Edible Garden is also a developer of ingredients and proteins, providing an accessible line of plant and whey protein powders under the Vitamin Way® and Vitamin Whey® brands. In addition, the Company’s Kick. Sports Nutrition line features premium performance products that cater to today’s health-conscious athletes looking for cleaner labeled, better for you options. Furthermore, Edible Garden offers a line of fresh, sustainable and functional condiments such as Pulp fermented gourmet & chili-based sauces and Edible Garden's Pickle Party - fresh pickles & krauts.
For more information on Pulp products go to https://www.pulpflavors.com. For more information on Vitamin Whey® products go to https://vitaminwhey.com. For more information on Edible Garden go to https://ediblegardenag.com. A copy of the Company’s latest corporate video is also available here.
Presentation of Financial Information
All dollar amounts set forth in this press release are in United States dollars.
The Narayan Group’s financial statements are prepared in accordance with IFRS, and any financial information of The Narayan Group included in this press release has been derived from The Narayan Group’s annual or interim financial statements prepared in accordance with IFRS and has been prepared using accounting policies that are consistent with IFRS. Edible Garden’s financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), and any financial information of Edible Garden included in this press release has been derived from Edible Garden’s annual or interim financial statements prepared in accordance with GAAP and has been prepared using accounting policies that are consistent with GAAP.
IFRS differs in certain material respects from GAAP. The financial information of the Narayan Group presented in this press release has not been adjusted to give effect to the differences between GAAP and IFRS or to accounting policies that comply with GAAP, and thus may not be directly comparable to Edible Garden’s financial information prepared in accordance with GAAP.
Use of Non-IFRS Financial Measures
The Narayan Group utilizes non-IFRS financial measures, including EBITDA, to complement its IFRS reporting and provide stakeholders with a deeper understanding of its operational performance and financial health. These measures offer insights into trends and factors that IFRS metrics may not fully capture. Non-IFRS financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with IFRS, and non-IFRS financial measures as used by The Narayan Group may not be comparable to similarly titled amounts used by other companies. The Narayan Group defines EBITDA as earnings before interest, taxes, depreciation, and amortization. The table below presents The Narayan Group’s EBITDA for the year ended December 31, 2023 reconciled to The Narayan Group’s Net Profit for the year ended December 31, 2023 which is the most comparable IFRS measure (in millions):
Net Profit
Interest Expense 1.014
Taxes .088
Depreciation/ .965
Amortization
EBITDA
Cautionary Statement Concerning Forward-Looking Statements:
This press release contains forward-looking statements, including with respect to the proposed transaction with Narayan Group and its expected timing, the results of the proposed transaction, if completed, the Company’s growth strategies, the Company’s ability to improve its financial results, and performance as a public company. The words “anticipate,” “believe,” “design,” “expect,” “opportunities,” “seek,” “should” “strategy,” “will,” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including the uncertainty of whether a definitive agreement can be reached, the Company’s ability to obtain the requisite vote of its stockholders to approve the proposed transaction, the parties’ ability to satisfy the conditions to closing the proposed transaction, the risk that management’s attention is diverted to transaction-related matters, market and other conditions, whether the revenue expectations of the combined companies will be as expected or that the combined companies will be able to generate a profit, the Company’s ability to achieve its growth objectives, and other factors set forth in the Company’s filings with the Securities and Exchange Act Commission, including the Company’s annual report on Form 10-K for the year ended December 31, 2023, and subsequent quarterly reports. Actual results might differ materially from those explicit or implicit in the forward-looking statements. The Company undertakes no obligation to update any such forward-looking statements after the date hereof to conform to actual results or changes in expectations, except as required by law. References to information included on, or accessible through, websites and social media platforms do not constitute incorporation herein by reference of the information contained at or available through such websites or social media platforms, and the reader should not consider such information to be part of this press release.
Investor Contact:
Crescendo Communications, LLC
212-671-1020
EDBL@crescendo-ir.com
1 EBITDA is a non-GAAP (as defined below) and non-International Financial Reporting Standards (“IFRS”) measure, which should not be considered in isolation or as a substitute for IFRS measures. EBITDA is not a recognized measure under IFRS and does not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similar measures presented by other companies. See “Use of Non-IFRS Financial Measures” below for more information.
2 The Narayan Group reports its financial results pursuant to IFRS. See “Presentation of Financial Information” below for more information about IFRS.
3 This financial information being presented above is preliminary and unaudited, based upon estimates, and subject to further internal review by Narayan management and compilation of actual results. Narayan has not completed its closing procedures for the fourth quarter and year ended December 31, 2024. While Narayan expects its actual results will be consistent with these preliminary and unaudited estimates, its actual results may differ materially from these preliminary estimates. This preliminary financial information should not be viewed as a substitute for Narayan’s full interim or annual financial statements prepared in accordance with U.S. generally accepted accounting principles. Accordingly, you should not place undue reliance on this preliminary financial information. The preliminary financial information has been prepared by, and is the responsibility of, Narayan’s management. Marcum LLP, Narayan’s public accounting firm, has not audited, reviewed, compiled or performed any procedures with respect to the preliminary financial data. Accordingly, Marcum LLP does not express an opinion or any other form of assurance with respect thereto.
4 The Company does not provide any representation regarding the accuracy or reliability of this projection or that this projection will be achieved. Readers are cautioned not to rely on this projection in making an investment decision. This projection was not examined or compiled by the parties’ public accounting firm Marcum LLP. Accordingly, Marcum LLP does not express an opinion or any other form of assurance with respect thereto. See “Cautionary Statement of Forward-Looking Statements” below for additional information regarding certain risks that could impact this projection.
FAQ
What is the expected combined revenue for EDBL after the Narayan Group acquisition in 2025?
How much revenue did Narayan Group generate in the first nine months of 2024?
What are the key conditions for closing the EDBL-Narayan acquisition?
What was Narayan Group's EBITDA and net income for 2023?
How will the EDBL-Narayan acquisition affect current EDBL shareholders?
