NR Instant Produce Public Company Limited (NRF) announced that the Board of Directors’ meeting held on 7 January 2021 passed a resolution to increase the transaction size into the joint venture between NRF Consumer Company Limited (NRF Consumer), a subsidiary of the Company, and Boosted Ecommerce, Inc. (Boosted) (Incorporated in the United States of America). NRF increases the transaction size by US$ 10 million (or approximately THB 299.30 million), up from IPO filing disclosure of US$ 7 million (or approximately THB 209.5 million). As a result, the total investment size will be US$ 17 million (or approximately THB 508.76 million).
Refer to IPO filing regarding joint venture between NRF Consumer and Boosted for the investment in e-commerce business in ethnic, plant-based, and functional product sector, where NRF already has operational capabilities and competitive advantage. The joint venture’s strategy is to invest in branded products on Amazon.com (third-party seller) with proven sales performance and can create continuous returns from its operations.
To maximize the Company and its stakeholder’s benefits, investments will be made based on the following criteria: 1) the brand must generate at least US$ 0.3 -3.0 million in EBITDA 2) EV/EBITDA multiple must be below 3.5x 3) the payment structured can be separated into initial payment (50-75%) and earnout portion (25%-50%).
Nevertheless, these criteria can still be subject to negotiation on a deal-by-deal basis. Previously, the Company has expected to make an initial investment of US$ 7 million by 2022.
However, NRF has discovered an attractive investment opportunity to acquire a brand with strong operational performance and growth capability, resulting in an investment size higher than previously disclosed. Nevertheless, this investment opportunity corresponds well with NRF’s existing product category and the defined investment criteria.
To execute on this strategy, the transaction requires the Company to obtain a board resolution on the increased investment size.
The transaction will be effective upon the incorporation of the joint venture as well as satisfactory conditions in the asset purchase agreement and relevant contracts. NRF anticipates the transaction will be effective by the 1st quarter of 2021, subject to confirmatory due diligence. If the Company were not satisfied with the due diligence.
The investment will be structured into 2 key steps as follow:
1. Incorporation of the joint venture between NRF Consumer and Boosted in United States of America
2. The joint venture will use the cash from the capital contribution to acquire intellectual property, trademarks, expertise and know-how, and other intangible assets relating to Prime Labs, a brand owned by Amazon’s third-party seller with leading products in functional sector.
Regarding the shareholding structure, NRF Consumer Company Limited will hold 55% total shares (in preferred stock), while Boosted Ecommerce, Inc. will hold 45% of total shares (in common stock).
The investment in e-commerce business will allow NRF to gain exposure to Amazon.com e-commerce and help expand its business into branded products where NRF already has operational capabilities and competitive advantage.
The investment will focus on third-party seller’s branded products on the platform with proven sales performance and track record from its operations. Additionally, the Company can utilize this opportunity to cross-sell products developed and produced by the Company in the future.
As a subsidiary of the Company, the joint venture will generate return from its operations and will be financially consolidated at NRF. Lastly, the exposure on Amazon’s ecommerce platform will generate knowledge and expertise that transfer to other regions such as Asia and Europe. NRF anticipates that this investment will help fulfill its digital transformation strategy.