SYDNEY, AUSTRALIA: Wellfully Limited (ASX: WFL) has accomplished a non-binding MOU to merge with The Brandbase (TBB), a group of personal companies consisting of Natural Mojo GmbH, Skingood Garden UG and IG Group Services GmbH, currently under the possession and management of Capital D, a London-based Private Equity firm.
The transaction will be cashless. Capital D will exchange 100% of the shares of the TBB firm for Wellfully Limitedordinary shares (WFL).
The Brandbase (TBB) is a wellness merchandise marketing firm incorporated in Berlin whose manufacturers include “Skingood Garden”, a wellness-centered skincare brand, and “Natural Mojo”, a wellness nutrition business.
TBB’s simplified enterprise mannequin is focusing on:
• Managing its two manufacturers and their corresponding ranges;
• Marketing its merchandise through influencer and efficiency marketing; and
• Distributing its merchandise through DTC (direct-to-consumer), marketplaces and B2B channels.
The Brandbase (TBB) generated gross sales income of A$ 12.2 million within the 12 months ending September 2022 and currently operates at, or close to to, breakeven.
TBB is a Sales & Marketing spin-off from the sale of its earlier parent entity, Invisible Brands (a direct-to-consumer gross sales and marketing firm whose marketing platform reaches over 100 million women and males throughout the world on social media each month promoting manufacturers such as HelloBody, Banana Beauty and Mermaid+Me to over 2 million customers), to Henkel AG & Co. KGaA (Henkel) in 2020.
Henkel, a German multinational chemical and consumer items company, is active in each the consumer and industrial sectors. Listed on DAX, the corporate is organized into three globally working enterprise units (Laundry & Home Care, Beauty Care, Adhesive Technologies) and is known for manufacturers such as Loctite, Persil, Fa, Pritt, Dial and Purex, amongst others.
If merged with Wellfully Limited, it’s anticipated that TBB would considerably increase Wellfully’s revenues, enhance gross margins, and supply a considerable acceleration of Wellfully’s growth plan. The proposed transaction would take the type of a share exchange, whereby the Company would buy 100% of TBB in exchange for the issue of new shares in Wellfully, to the worth of A$ 1 M and priced on the 15-day trailing VWAP on the closing of the transaction. Shareholders will be given the chance to vote on the acquisition of TBB (if required) for the issue of any consideration shares, at an EGM.
Post-merger, it’s anticipated that Capital D would maintain about 18% of the shares in Wellfully and, being an institutional investor, this considerably strengthens the shareholder base of Wellfully. The Company will consider all financing choices to drive its goal of ramping gross sales growth, in addition to the implementation of a variety of pure synergies based upon the post-merger integration plan.