YOOMA Wellness Inc. (“Yooma“) (CSE: YOOM, AQSE: YOOM), a vertically-integrated global wellness platform that develops and markets a portfolio of wellness brands, has announced today that it has completed the acquisition of Tokyo-based Vertex Co., Ltd. (“Vertex”). The transaction is valued at US$12m and was completed after market close on Friday, October 1.
Vertex sells a range of proprietary wellness products in Japan through various home shopping networks; including QVC, Fuji TV, Nihon TV and others; as well as popular online marketplaces such as Rakuten, Yahoo! Shopping, and Amazon, and Vertex’s own Shop-V.
The acquisition adds new product lines to Yooma’s wellness offerings, increases its customer base and the size of its distribution network, and provides a foothold in the Japanese marketplace for further expansion into Japan and the rest of Asia.
“We are very pleased Yooma has acquired Vertex, whose business and product offerings will expand the scope of our platform in size, diversity and geographic reach,” said Yooma Chairman Lorne Abony.
“This third acquisition marks the successful completion of the first phase of the strategic plan we outlined to investors earlier this year. We continue to identify and evaluate other potential strategic acquisitions that will be accretive to our platform, while focusing on integrating the exciting new brands, businesses and product lines we have acquired in the last two months.”
Transaction Details
The transaction was implemented through a stock purchase agreement (the “Purchase Agreement”) between Yooma and the shareholders of Vertex entered into on October 1, 2021 (Toronto time).
Under the Purchase Agreement, Yooma acquired all of the issued and outstanding securities of Vertex for a purchase price of US$12,000,000, with US$2,500,000 paid in cash on closing and the balance of the purchase price to be paid in two cash installments of US$6,500,000 on April 30, 2023 and US$3,000,000 on April 30, 2024 (the “Deferred Payments”).
As security for its obligations in respect of the Deferred Payments, Yooma granted the vendors a security interest over the shares of Vertex that it has acquired.
Under the terms of the Purchase Agreement, Yooma also agreed to arrange to refinance up to US$2,000,000 of Vertex debt by no later than March 31, 2022. Vertex’s senior management have been retained and will continue to operate its business day-to-day.
About Yooma Wellness Inc.
Yooma’s mission is to build a vertically-integrated global leader in the manufacturing, marketing, distribution, and sale of wellness products including hemp seed oil and hemp-derived and cannabinoid (CBD) ingredients. The company leverages strategically curated sales channels and ecommerce networks to deliver a diverse mix of wellness products through operating subsidiaries in the United States, United Kingdom, France and Japan. Learn more at www.yooma.ca.
