March 3, 2020
Vancouver, BC – good natured Products Inc. (TSX-V:GDNP) (the “Company” or “good naturedTM”) today announced that it has entered into a definitive agreement with the shareholders of Shepherd Thermoforming & Packaging Inc., (“Shepherd”) a leading thermoformer with over 35 years’ experience, to acquire 100% of Shepherd and all its real estate assets for CAD$9.5 million in cash (the “Share Purchase”). The assets include machinery, molds and a 42,000 square foot manufacturing facility, all located on 2.31 acres of land in the Greater Toronto Area of Brampton, Ontario.
Shepherd designs custom packaging including engineering, mold production and final product manufacturing for both thin gauge and heavy gauge applications. Their customers include several Fortune 500 companies located throughout eastern Canada and the northeast United States. Shepherd operates six different thermoforming lines as well as two CNC machines at its fully integrated design, mold manufacturing, testing and manufacturing facility.
“After nearly doubling our revenues in 2019, this transaction marks another significant milestone in the company’s growth trajectory. The acquisition enables us to increase our production capacity and expand our plant-based packaging assortment to meet the needs of more customers,” said Paul Antoniadis, CEO of good natured®. “Whether it be through existing molds available at the Shepherd facility, or the ability for us to expand on the development of custom packaging solutions, one of our largest growth sectors, our production capacity and assortment has now increased significantly.” Paul went on to add “the strategic location of Shepherd’s facility also provides good natured® with a strong and easily accessible entry point into Ontario and eastern Canada, as well as the northeastern United States.”
Paul concluded by saying, “We’re delighted to welcome Mark and Todd Shepherd and the entire Shepherd team to the good natured® family. We share a common vision to be leaders in the development and adoption of sustainable, planet-friendly packaging solutions in North America, so the combination of our collective expertise, people and manufacturing capability further positions the Company to execute against this ambition.
Shepherd generated average annual revenue of over CAD$5.5 million and average annual adjusted EBITDA of CAD$420,000 in the prior three fiscal years. Completion of the Share Purchase remains subject to financing and a number of customary closing conditions in favor of good natured® and TSX Venture Exchange approval. The acquisition is expected to be accretive during the current fiscal year.
The Company is completing the final stages of financing required to close the Share Purchase with its financial partners, including Business Development Bank of Canada (“BDC”), under the terms and conditions of its previously announced BDC financing from June 2019.
“We are very excited to partner with good natured® and continue the legacy of our business that was started in 1984 by our father Barry Shepherd,” said Todd Shepherd, President of Shepherd Thermoforming & Packaging Inc. “Our customers are increasingly requesting plant-based alternatives, so joining together with good natured®, as we have on several projects over the past four to five years, will accelerate our ability to meet this growing demand.”
The closing of the transaction is expected to be not later than April 30, 2020.
In addition to the $9.5 million payable in cash at closing, the Share Purchase contemplates an earnout payment of $2.25 million may be payable at some point between 42 and 60 months post-closing, upon satisfaction of a condition relating to increase in the value of the real estate purchased as part of the transaction. The Company also intends to redeem the remaining $1.18 million in principal amount of its convertible debentures issued February 2018 at the closing of the transaction.
The definitive agreement governing the Share Purchase will be available on the Company’s SEDAR profile at www.sedar.com subsequent to closing the transaction in accordance with TSX filing regulations.
Acquisition Conference Call
To provide more details on the Company’s acquisition of Shepherd Thermoforming & Packaging Inc., the Company is pleased to host a live conference call with Paul Antoniadis, Executive Chair & CEO, and Don Holmstrom, Executive Vice President & CFO, on Wednesday, March 4 at 11:30am EST.
In addition to discussing the Acquisition, Paul will provide an overview of the Company’s acquisition strategy, while Don will talk to the financial aspects of the acquisition and what this means for the Company moving forward.
Paul and Don will both be available to answer questions at the end of the call. To ask a question, use the question form on the webcast web page or email email@example.com
Conference call details
Date: Wednesday, March 4
Time: 11:30am EST
About good natured Products Inc.
good natured® is producing and distributing one of North America’s widest assortments of better everyday products® made from the highest possible percentage of renewable, plant-based materials and no BPAs, phthalates or other chemicals of concern potentially harmful to human health and the environment.
By combining cutting-edge renewable material technology and the latest sustainable design features, good natured® creates planet-friendly products and packaging that do good for the planet, good for human health and good for business by driving incremental sales, minimizing waste and improving logistics, all bundled up in a fresh and friendly brand.
For more information: goodnatured.ca
About Shepherd Thermoforming and Packaging Inc.
Shepherd Thermoforming is a family owned-and-operated business that has become a placeholder in the North American plastics industry since its inception in 1984. With a commitment to customer satisfaction, Shepherd has grown to become an all-in-one solution for custom thermoforming and vacuum forming needs.
Shepherd’s 42,000 square foot facility is home to industry leading sales, engineering and production teams. With a commitment to offer complete solutions for all clients, Shepherd applied for and attained SQF (Safe Quality Food) certification to go along with its fully integrated ISO 9001:2015 certificate. This means that Shepherd has the ability to produce custom, food safe clamshells, blister packs and other forms of thermoformed and vacuum formed packages to suit each customer’s specific needs.
On behalf of the Company:
Paul Antoniadis – Chief Executive Officer
Investor Relations Manager
1-877-286-0617 ext. 113
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibilities for the adequacy or accuracy of this release.
Cautionary Statement Regarding Forward-Looking Information
Information in this news release regarding the expected closing of the Share Purchase, the availability of BDC or other financing for the Share Purchase, redemption of convertible debentures and the payment of the earn-out payment constitutes forward-looking information within the meaning of securities laws. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.
Such factors include, among others, the risk that the closing conditions for completion of the Share Purchase are not satisfied, including due to lack of financing.
When relying on the Company’s forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Company has assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.
Other than as required under securities laws, we do not undertake to update this information at any particular time.
Forward-looking information contained in this news release is based on our current estimates, expectations and projections regarding, among other things, sales volume and pricing which we believe are reasonable as of the current date. The reader should not place undue importance on forward-looking information and should not rely upon this information as of any other date. All forward-looking information contained in this news release is expressly qualified in its entirety by this cautionary statement.