Black Sea Property to acquire business assets from YRRO in a NOK 130 million deal
OSLO: Black Sea Property AS (BSP) has entered into an option agreement to acquire certain business assets from YRRO Ltd, a company incorporated in the UK and managed in Sweden, specialising in the distribution and sale of dietary supplements.
The Option provides BSP with the right, but not an obligation, to acquire at any time during the next six months the following brand names and all associated rights, including the benefit of sales, from Yrro:
• Omega 3, North Norway
– Omega 3 NORTH NORWAY is a 100 % Omega 3 salmon oil.
– Omega 3 NORTH NORWAY has a theme inspired by the North of Norway.
– Further information is available at www.biovitos.com
• Royal Norwegian Fish Oil
– Royal Norwegian Fish Oil is a lifestyle brand of seven different Omega 3 products, with added vitamins and minerals, targeting specific lifestyle groups.
• Functional Omega 3
– Functional Omega 3 is a brand of 12 different Omega 3 products, also with added vitamins and minerals, focusing on different physical and mental functions.
• Nor Can Oil
– Yrro owns Nor Can Oil.com, a business importing and in the process of establishing sales prescription medical cannabis in Denmark. This company is applying for a licence from the Danish Medicines Agency to import, distribute and sell Omega 3 added with medical cannabis to Danish patients.
– Nor Can Oil will also sell Omega 3 with added CBD oil.
– Further information is available at: www.norcanoil.com
• Ocean Skin Lab
– Ocean Skin Lab is a brand of different Marine Collagen products adding vitamins, minerals
– Ocean Skin Lab will sell by subscription, as well as directly via B2B and as “private label” products
– Further information is available at www.oceanskinlab.com
Yrro is a registered professional seller on all Amazon platforms and will use these platforms to accelerate its Omega 3 distribution worldwide. Yrro will list seven different Omega 3 brands on Amazon in Germany, the UK, Sweden and, subsequently, in the US.
Egil Melkevik, chairman of the Company, comments: “In a time with significant uncertainty in the global tourism markets, this Option provides the Company and its shareholders with a potential for additional value creation and diversification of its investment in Black Sea Property. We look forward to following the development of Yrro in the coming six months, while continuing our work with the development of the Sunrise Gardens Hotel”.
Cato Crogh, CEO of Yrro, comments: “As CEO and founder of Yrro, I see the potential transaction with Black Sea Property as strategically important for Yrro, and I am confident that it can offer the potential for a great boost in organic growth for our Omega 3 and health business. Going forward, we shall also look into opportunities for growth through acquisition, both in established and new markets for our product segment.”
Under the terms of the Option Agreement, the purchase price for the assets will be NOK 130 million.
The consideration payable upon exercise of the Option is to be settled by the issuance of new consideration shares in BSP to the shareholders of Yrro, whereby the shareholders of Yrro will receive an amount of shares in the Company corresponding to 85% of the outstanding shares in the Company following the Option exercise. The existing shareholders of BSP will consequently hold 15% of the shares in the combined company.
No option premium is payable by BSP for entering into the Option Agreement with the shareholders of Yrro. The Option may be exercised at the sole discretion of BSP. During the option period of six months, BSP will carry out a customary due diligence review to assess the benefits of exercising the Option. The consummation of any acquisition of business assets following exercise of the Option will be subject to, inter alia, the parties entering into a definitive agreement; and to approval by the shareholders of the Company for the issuance of the consideration shares.
If the Option is exercised, the current activities of the Company (i.e., ownership and development of the Sunrise Gardens Hotel in Aheloy, Bulgaria) will be divested into a new corporate entity.
Black Sea Property AS is a real estate company with holdings in a real estate project on the Black Sea coast called Sunrise Gardens. Sunrise Gardens Resort is a partially completed project and will upon completion comprise approximately 950 apartments as well as significant commercial space. Black Sea Property AS owns indirectly 75% of the project. Black Sea Property AS will work to finalize Sunrise Gardens Resort, to realize the project’s added value through the sale of residential units and hotel operations.
YRRO Limited is a private, UK-registered company. It is 29.9% owned by Craven House Capital plc (CRV: London Stock Exchange AIM Market).
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