EQS-Ad-hoc: Marley Spoon Group SE / Key word(s): Acquisition/Agreement
Marley Spoon Group SE to acquire BistroMD and to enter into a strategic partnership with FreshRealm
30-Jan-2024 / 09:43 CET/CEST
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Luxembourg, 30 January 2024. Today, Marley Spoon Group SE (“MSG”) has signed a sale and purchase agreement for the acquisition of BistroMD, LLC (“BistroMD”) as well as
– through its US subsidiary – an asset sale agreement with FreshRealm Inc. (“FreshRealm”).
BistroMD is a leading doctor-designed ready-to-eat meal plan based in Florida, United States. BistroMD generated ~€35m net revenue in 2023. BistroMD shareholders will receive 1.4m in Class A shares
of MSG, 225,000 warrants for Class A shares exercisable at €15.00, and 225,000 warrants for Class A shares exercisable at €20.00 upon closing. BistroMD shareholders will receive up to an additional
1.2m in Class A shares 12 months after closing, subject to customary earn-out provisions. BistroMD carries approximately €11m in debt, of which €1.8m will be repaid upon closing. The transaction is
subject to customary closing conditions, including financing, and is expected to close in February 2024.
MSG, through its US subsidiary, will further enter into a 7-year strategic partnership with FreshRealm, the innovative fresh meals solutions platform based in Ventura, California upon closing
of the asset sale agreement. FreshRealm is a channel-agnostic fresh meals platform that enables partners to operate asset-light and diversify their fresh meals offerings while enjoying the benefits
of scale. As part of this partnership, FreshRealm will acquire MSG’s US operations assets for €22m and become its exclusive manufacturing and fulfillment partner for all United States-based
activities.