LONDON, UK: Let’s Explore Group plc has entered into a conditional sale and purchase agreement, for the acquisition of the entire issued share capital of Huddled Group Limited, and its wholly-owned Subsidiaries for a total consideration of £3.95 million.
The Company will pay an initial payment of £3.45 million and a deferred payment, subject to adjustment as provided in the acquisition agreement, of £500,000 due and payable around 30 April 2025. Both payments will be satisfied by the allotment and issue of the Consideration Shares for the entire share capital of Huddled and its Subsidiaries.
The proposed acquisition of the Huddled Group Limited will to create a new enlarged group focused on growing a portfolio of e-commerce brands.
Following the sale of the Location Based Entertainment VR business (LBE), and the conclusion of the tender offer, Let’s Explore Group had, at 30 June 2023, approximately £6.8m of cash on hand along with further cash of $1.25m receivable via a loan note issued by the buyer of LBE, which is due for repayment in February 2024.
With a strong balance sheet, and the Home Based Entertainment (“HBE”) business, the Company set about looking for acquisition opportunities. Whilst there were discussions with several potential targets, these have not been consummated for a variety of reasons, including timing, valuation or alternative options available to counterparties.
At the same time, Huddled Group, a company in which the executive team of the Company already have an investment, was showing exciting growth potential and was proposed to the Independent Directors as a potential acquisition target.
Following a review and due diligence exercise, supported by the Company’s advisers, the Independent Directors concluded that this business has significant growth potential and that the Company has the cash resources, as well as the e-commerce and other management skills and experience, to accelerate its growth. Accordingly, the Company has agreed, subject to various shareholder approvals, to acquire the business.
Huddled, founded in 2020, is focused on building a portfolio of e-commerce brands. It has built a solid track record in digital marketing and e-commerce. It is dedicated to delivering value and great service, in the growing world of e-commerce.
In August 2022, Huddled acquired the business and assets of an e-commerce retailer and rebranded it as “Discount Dragon”. This has become Huddled’s sole trading business and for the time being has incorporated the BeerMonster business.
Discount Dragon is a direct-to-consumer e-commerce business, which focuses pre-dominantly on the sale of branded FMCG, predominantly dry and tinned groceries and beverages.
Commenting, Martin Higginson, CEO of Let’s Explore Group, said: “We believe the acquisition of Huddled will be transformational for the Group and further strengthens our e-commerce position. The growth in Discount Dragon, over the last 12 months has been exciting and we can see with additional capital, the opportunity to drive growth quickly and a clear route to profitably.
“The market for discounted groceries has never been more relevant and we’re excited as to what the future holds and are confident that we can drive value for shareholders.”
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