Lindahl acts as legal advisor when Swedencare AB (publ) (“Swedencare”) acquires (i) the leading American pet supplement company The Garmon Corporation (”NaturVet”) and (ii) the Italian company Innovet Italia S.r.l. (”Innovet”), carries out a directed share issue, as well as regarding other financing.
The purchase price for the acquisition of NaturVet amounts to SEK 4,148 million and consists of SEK 3,708 million in cash and an issue-in-kind of 3,854,978 shares in Swedencare upon closing, which is expected to take place on 1 February 2022 after required approval from US anti-trust authority. A condition-based purchase price (earn-out) of a maximum of SEK 255 million may also be paid.
NaturVet, which conducts business from its own production facility in California, is one of the United States’ largest and most profitable companies in the premium segment for supplements for the pet healthcare market. The company has an in-house developed portfolio of premium products in about twenty categories (including therapy areas such as joint, digestion and allergies). The products are offered primarily through the retail segment with approximately 15,000 pet shops and through the large online platforms Chewy and Amazon.
The purchase price for the acquisition of Innovet, which amounts to SEK 525 million, consists of SEK 446 million in cash and an issue-in-kind of 606,799 shares in Swedencare upon closing. The acquisition of Innovet is expected to take place after required Italian regulatory approval. Innovet, with its head quarter in Saccolongo in the province Padua, is an innovation company with 25 years of experience within the area of pet healthcare. The company has an in-house developed and patent-protected portfolio of science-based products in several categories (including therapy areas such as joint, dermatology and pain relief). The products are offered primarily to the Italian veterinary segment, online and internationally.
As part of the financing of the acquisitions, Swedencare has carried out a directed new share issue of 35,5 million shares. The directed new share issue has been made through an Accelerated Book Building to Swedish and international institutional investors. The share issue, which has been subscribed by for example Symrise AG, AMF Fonder and Första AP-fonden, has provided the company with gross proceeds of approximately SEK 3,6 billion.
Swedencare develops, produces, markets and sells premium products in the global and fast-growing market for animal health products for cats, dogs and horses. Swedencare’s product groups are represented on approximately fifty markets around the world and are sold through subsidiaries in France, Spain, Greece, Ireland, the Nordics, United States and Great Britain, and through an external distribution network. Swedencare’s shares are listed on Nasdaq First North Growth Market. Through the acquisitions of NaturVet and Innovet, Swedencare will receive a strong presence within premium products and supplements for the pet healthcare market in the United States and Italy respectively.
Lindahl’s team consisted of Johan Herrström, Annika Brandt, Erika Stark, Christian Sundén, Johanna Nilsson, Ellen Frisk, Max Stenberg, Gabriel Miller, Carl-Johan Krusell, Pontus Söderberg, Sten Gejrot, Ida Andersson and Johanna Karlsson. Lindahl worked on the acquisition together with Carnelutti Law Firm in Milan and Wiggin and Dana in New York, both members of the same global network as Lindahl, TerraLex.