Organto Completes Acquisition of Beeorganic BV

Rhea-AI Summary

Organto Foods Inc. has successfully acquired Beeorganic B.V. for €600,000 in cash and 1,579,670 common shares, expanding its presence in the organic banana market. This strategic move is expected to enhance Organto's product portfolio and is projected to be immediately EBITDA accretive. Beeorganic, with annual revenues of approximately CDN $6 million, operates under an asset-light business model. The acquisition aims to leverage digital passport technology for growth, with multiple market opportunities across various consumption channels. The transaction is pending acceptance by the TSX Venture Exchange.

Positive

• Acquisition expected to be immediately EBITDA accretive.
• Expansion of product portfolio, particularly in the organic banana category.
• Strategic alignment with an asset light business model enhancing growth opportunities.
• Projected strong growth from combined operations with Beeorganic.

Negative

• None.

Expands Specialty Line of Fairtrade Organic Bananas

VANCOUVER, BC and BREDA, the NETHERLANDS / ACCESSWIRE / November 17, 2021 / Organto Foods Inc. (TSXV:OGO)(OTC PINK:OGOFF)(FSE:OGF) ("Organto" or "the Company"), a leading provider of organic and value-added organic fruits and vegetables today announced that it has finalized definitive agreements and closed the acquisition of the outstanding shares of Beeorganic B.V. ("Beeorganic"), a privately held Dutch corporation.

Highlights

• Strategic Alignment - asset light business model and European go-to-market focus aligns with Organto and is expected to drive significant growth opportunities.
• Accretive Acquisition - expected to be immediately EBITDA accretive.
• Portfolio Expansion - expands product portfolio and adds significant depth in largest organic fruit category, diversifying existing product mix.
• Growth Platform - expected to drive significant customer and I AM Organic branded product expansion opportunities leveraging digital passport technology.
• Multi-Channel Market Potential - product offers multiple go-to-market and consumption opportunities - at home, on-line, convenient on-the-go and food service.

Beeorganic is a year-round provider of fresh fairtrade organic bananas based in Den Hoorn, the Netherlands, with sales in the Netherlands, Belgium and France. The addition of Beeorganic adds significant depth to the Company's banana category with numerous growth opportunities in one of the largest fruit categories in the world.

The business commenced operations in 2003 under the direction of Mr. Mike Reuselaars, who will join Organto and lead the Company's organic banana portfolio, leveraging Organto's existing resources and value-added marketing platform. Beeorganic market a differentiated product offering combining specific product size specifications with a unique ripening process to deliver great tasting products to its customers. Beeorganic operates an asset light business model with their products sourced primarily from strategic Caribbean-based grower partners.

"We are pleased to have closed this acquisition and welcome Mike and the Beeorganic team to Organto. Mike has successfully built the Beeorganic business over the years based upon strong values and operating principles, and we are honored to work with Mike and the team to grow the rich heritage that has been built:" commented Steve Bromley, Chair and Co-CEO of Organto and Rients van der Wal, Co-CEO of Organto and CEO of Organto Europe BV. "We believe that Beeorganic will be a great fit with our operating platform, bringing deep expertise in fairtrade organic bananas to our expanding organic fruits and vegetables portfolio. We continue to expand our product capabilities and work to bring value to the categories we serve, and by combining our collective strengths, we believe we will be able to profitably expand the banana category for years to come."

Mike Reuselaars, one of the current owners of Beeorganic commented, "We are pleased to have become part of the Organto family and look forward to leveraging our collective expertise to grow the business. We are impressed with Organto's vision for the future and strategy to be a leader in fresh organic fruits and vegetables, including their commitment to sustainable and transparent business practices. As a result, we could not be more pleased to become a part of this vision."

Beeorganic has annualized revenues of approximately CDN $6.0 million with positive EBITDA margins. The business is expected to be EBITDA accretive to Organto and strong growth is projected for the future as its operations are combined with Organto. Under the terms of the acquisition, Organto paid €600,000 in cash and will issue 1,579,670 common shares of Organto. The common shares will be subject to escrow provisions and will become freely tradable in equal amounts over three years. In addition, a former owner will be eligible for an earn-out of up to €150,000 based on pre-established growth targets to be met over a three-year period.

Bananas are one of the largest fruit categories in the world and organic bananas are not only great tasting and healthy, they are very convenient for on the go snacking. Bananas are known to be an excellent source of vitamin B6 and a good source of potassium, fiber and vitamin C.

Organto's long-term growth strategy is to build an ethics driven "one-stop shop" in fresh organic and specialty fruits and vegetables, fueled by a combination of strong internal growth and acquisitions. The acquisition of Beeorganic diversifies Organto's product expertise in a large and growing fruit category and is expected to drive internal growth as resources are leveraged to accelerate growth.

The transaction remains subject to TSX Venture Exchange acceptance.

ON BEHALF OF THE BOARD,

Steve Bromley
Chair and Co-Chief Executive Officer

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

For more information about Organto contact:

Investor Relations
info@organto.com

ABOUT ORGANTO

Organto is an integrated provider of branded, private label and distributed organic and non-GMO fruit and vegetable products using a strategic asset-light business model to serve a growing socially responsible and health-conscious consumer around the globe. Organto's business model is rooted in its commitment to sustainable business practices focused on environmental responsibility and a commitment to the communities where it operates, its people and its shareholders.

FORWARD LOOKING STATEMENTS

This news release may include certain forward-looking information and statements, as defined by law including without limitation Canadian securities laws and the "safe harbor" provisions of the US Private Securities Litigation Reform Act of 1995 ("forward-looking statements"). In particular, and without limitation, this news release contains forward-looking statements respecting Organto's business model and markets; Organto's vison of being a leading global provider of fresh organic fruits and vegetables utilizing an integrated business model; Organto's belief that the combination with Beeorganic will expand the Company's product portfolio, leverage its operating platform and lead to profitable expansion; Organto's belief that Beeorganic has built a business based on strong values and operating principles; Organto's belief that Beeorganic is a great fit and will add significant depth to the Company's banana category; Organto's belief that the addition of Beeorganic will be EBITDA accretive once the transaction is closed; Organto's belief that Beeorganic's product lineup has multi-channel market potential; management's beliefs, assumptions and expectations; and general business and economic conditions. Forward-looking statements are based on a number of assumptions that may prove to be incorrect, including without limitation assumptions about the following: the ability and time frame within which Organto's business model will be implemented and product supply will be increased; cost increases; dependence on suppliers, partners and contractual counter-parties; changes in the business or prospects of Organto; unforeseen circumstances; risks associated with the organic produce business generally, including inclement weather, unfavorable growing conditions, low crop yields, variations in crop quality, spoilage, import and export laws and similar risks; transportation costs and risks; general business and economic conditions; and ongoing relations with distributors, customers, employees, suppliers, consultants, contractors and partners. The foregoing list is not exhaustive and Organto undertakes no obligation to update any of the foregoing except as required by law.

SOURCE: Organto Foods Inc.

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FAQ

What are the details of Organto's acquisition of Beeorganic?

Organto Foods Inc. acquired Beeorganic B.V. for €600,000 in cash and 1,579,670 common shares, which will be subject to escrow provisions over three years.

How will the acquisition of Beeorganic impact Organto's revenues?

Beeorganic has annual revenues of approximately CDN $6 million and is expected to be EBITDA accretive, potentially boosting Organto's revenues in the organic banana segment.

What is the strategic importance of the acquisition for Organto?

The acquisition aligns with Organto's asset-light business model and expands its product portfolio, particularly in the growing organic banana market.

When is the acquisition of Beeorganic expected to be finalized?

The transaction remains subject to acceptance by the TSX Venture Exchange.

What growth opportunities does Organto expect from the acquisition?

Organto aims to leverage Beeorganic's expertise and its own resources to drive significant customer expansion and product growth in the organic segment.