Omnichannel health and wellness brand, Freshii Inc. announced that it has signed a definitive agreement to acquire a majority stake in the rapidly growing online health and wellness product retailer, Natura Market ECommerce Inc., and upon closing will have rights to acquire 100 percent of the business through Q1 2025.
"Today is an exciting day for Freshii as we continue our growth as an omnichannel health and wellness leader by adding Natura Market Ecommerce to our group of businesses. Natura Market is a rapidly growing, self-funded and founder-led online retailer with an aligned mission of making on-trend, healthy products available at scale across Canada. We are pleased to be adding this high-growth platform to the channels where Freshii customers can get the latest and greatest in better-for-you food, beverages, snacks and more. The way people access health and wellness is evolving and the acquisition of Natura Market ensures that Freshii is well-positioned to meet the next generation of customers where they are,” says Matthew Corrin, founder and CEO of Freshii.
"Natura Market, a business with over $19M in sales over the last 12 months and no debt, will make an immediate positive impact on our overall business and significantly expands Freshii’s presence and capability in the delivery and digital commerce spaces,” adds Corrin.
Natura Market, launched in late 2016 by Shakhzod Khabibov, has enjoyed rapid growth without external investment, gained customer confidence and loyalty and become a market leader in identifying cutting edge health and wellness products and making them available to Canadian consumers.
With a 4.8-star rating on Google Reviews, it’s clear that Natura’s growing customer base loves its evolving and innovative product line-up (which is presented not only by product category but also by dietary preferences, including keto, paleo, kosher, gluten-free and others) as well as its efficient delivery experience and strong customer service.
"Natura has built an organization with best-in-class logistics and supply chain capabilities, digital marketing presence and product selection expertise. The rest of the Freshii leadership team and I look forward to continuing to work with Shakhzod, who will remain at the helm of Natura as its President, to drive the brand through its next phase of growth, innovation and expansion,” says Corrin.
While the Freshii and Natura Market businesses will be run separately, each company looks forward to taking advantage of the synergies that exist between them. For example, Freshii plans to use the insight that Natura’s sales data will provide to help the company identify early-stage food and beverage trends that can be used to inform Freshii’s restaurant and consumer-packaged goods (CPG) product innovation. Natura will also benefit from access to Freshii’s shared-service infrastructure.
General oversight of the Natura business will be provided by a board comprised of the senior management of Freshii and Natura. Matthew Corrin will Chair this board.
"We are really pleased with today's announcement and welcome the entire Natura team to Freshii," says Daniel Haroun, Chief Financial Officer at Freshii. "The company's leadership demonstrates entrepreneurship at its finest. Over a short period of time, Natura has become a true Canadian success story, with revenue doubling in 2020 vs 2019, and continuing to demonstrate strong double-digit growth in 2021. Natura Market has built strong customer loyalty and a relevant Canadian brand in just five short years, positioning itself a leading wellness ecommerce retailer. We have watched and admired Natura Market's growth for the last two years and respect the work Shakhzod and his team have done to build and grow their business," added Haroun.
"My team and I launched Natura Market in the Canadian ecommerce space five years ago as we sought to make emerging health brands and products more widely available through our retail site. Today’s announcement is a testament to the incredible dedication and work this group has put in and the strong reputation we have built with Canadian consumers," says Khabibov. "This acquisition will allow us to continue to grow rapidly, to benefit from the expertise and brand recognition that Freshii brings to the table and continue to exceed customer expectations in a rapidly evolving retail climate."
Freshii has agreed to acquire 60% of Natura Market’s outstanding shares at closing with rights to purchase the remaining 40% of Natura’s shares through Q1 2025. Freshii will pay $5.7M (as well as a potential earnout payment subject to Natura meeting certain performance metrics in 2022) in return for this initial 60% tranche of shares, with the price for the remaining 40% of Natura’s shares to be determined based on the company’s EBITDA performance through the relevant period. The $5.7M in initial consideration is based on an enterprise valuation of $9.6M, reflecting approximately 0.5x of Natura Market’s trailing twelve months revenue of $19M as at September 30, 2021.
The transaction is expected to be financed entirely through Freshii’s available cash on hand.
Subject to customary closing conditions, the transaction is expected to close in Freshii’s fiscal fourth quarter. Stikeman Elliott LLP served as legal counsel to Freshii Inc. and Fasken Martineau DuMoulin LLP served as legal counsel for Natura Market Ecommerce Inc.
Eat. Energize. That’s the Freshii mantra. Freshii is an omnichannel health and wellness brand on a mission to help citizens of the world live better by making healthy eating and overall wellness convenient and affordable. With a diverse and completely customizable menu of breakfast, soups, salads, wraps, bowls, burritos, frozen yogurt, juices, and smoothies served in an eco-friendly environment, Freshii’s restaurant division caters to every taste and dietary preference. Freshii’s expansion into the CPG and, most recently, nutritional supplements spaces have increased the touchpoints that Freshii has with its customers.
Since it was founded in 2005, Freshii has opened 384 restaurants in 14 countries around the world, has expanded its CPG lineup across hundreds of major retailer points of distribution and now offers nutritional supplement products in-store and directly to consumers via its online retail site. Now, guests can energize with Freshii’s products anywhere from cosmopolitan cities and fitness clubs to sports arenas and airplanes, as well as in major retail outlets and, in some cases, directly from home.
Today, with the exciting announcement of the acquisition of a majority stake in Natura Market, one of Canada's fast-growing health and wellness ecommerce retailers, Freshii continues to pursue its mission by opening-up yet another channel through which its customers can access the latest in healthy products in an efficient and cost-effective way. Freshii continues to redefine what it means to be an omnichannel health and wellness brand and position itself at the forefront of this rapidly evolving industry.
"Bringing in Natura Market marks another significant step in our omnichannel journey and allows Freshii to continue to diversify our offerings and channels in order to meet the needs of today’s health and wellness shoppers," adds Corrin.