Swedencare AB (publ) (STO:SECARE)
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M&A Announcement

Jan 27, 2022

Håkan Lagerberg
CEO, Swedencare

Hello. Welcome everyone to a presentation of the latest happenings of Swedencare with our acquisitions of NaturVet and Innovet. My name is Håkan Lagerberg, I'm the CEO of Swedencare, and with me is also Jenny Graflind, our CFO. Not present here where I'm standing, so she will comment on the figures later on in the presentation. Let's start. Yes, it's been a hectic start of the year for us here at Swedencare. We have made two fantastic acquisitions, NaturVet, a company based in the U.S., and Innovet, a company based in Italy. It is, as most of you know, we have an agenda of growing our company faster than the market and also including acquisitions.

We are always on the lookout for interesting and let's say similar companies to us with a strong entrepreneurial core base and with strong growth and strong profitability. Both NaturVet and Innovet are really ticking all the boxes for us. NaturVet is a leading pet supplement company within the retail sector, primarily in the U.S. and Canada. Innovet is the market leader when it comes to supplements in Italy, having 90% of their sales in Italy, started with some international sales. I will present the two different projects for you, and then I will come to present the rationale for the deal, why we think they are excellent fits to Swedencare. Starting off with the NaturVet.

A company founded by the seller of the business right now, Scott Garmon, 27 years ago. Have been growing faster than the market always. Have a solid foundation of presenting natural and efficient products to the market. Started off with supplements in powder based and then, as time has gone by, they have focused more and more on soft chews, so they have their own soft chew production. Starting off with the smaller retail mom and pop stores as they call them, then entering the space with some of the major retailers and have been growing together with them over the years.

They are now present in four of the five biggest retail chains in the U.S. and have managed to keep the interest and support from the small specialty retailers despite being sold at the major retailers. That's a tricky question to fix. They have also in the latest two to three years started an online approach. They have sales at Chewy and Amazon, just like Swedencare and the Swedencare Group companies. That's really still an untapped channel for them. There is so much more to do there, but the online has been growing fast the last two years.

What's different with NaturVet compared to other companies, as you see on the right side of the picture, is really that they tick lots of boxes that their competitor doesn't do. Primarily, they why we think they are such a great fit for us is that they have been growing at a steady pace, not as the fastest -growing companies in the sector, but impressive. Latest two years, plus 30%. What's impressive with them is that they have kept and even increased their profit margin. That's really the key when Swedencare looks at different acquisition targets, is that either that they have a great potential of improving their profit margin or already has it.

Here we are with a company that's growing faster than our group targets and has a better profit margin than our group targets. It's a fantastic company to be able to acquire. It's been a long process, as you can imagine, with the size of this company. There have been many suitors here. We have been a preferred buyer for Scott, but this has been a more or less open process, so not an exclusive process as we prefer. There has been very, let's say, active and aggressive competitors to us interested in this deal.

Eventually we managed to get the deal done and an impressive effort from the whole team from Swedencare who's been involved and our partners. It's really the key issue why actually Scott chose us at the end was the entrepreneurial foundation we have in Swedencare, our focus to growing with the current management team.

His management team has been there for a long time, and he even though he was the solo owner of the company, him and his family, he has been really interested in hearing our views on how we should develop the company, how we look at the setup of the company going forward, and also the potential, the synergies that he and we see going forward for NaturVet, as really really. That was the key issues for him. It wasn't really a price issue. There were bids that were higher than ours, but he was interested in finding the right fit for his company going forward.

One important factor as well that we are very happy with is that Scott has chosen to stay on as CEO. When presented with the opportunity to buy, he said that he wanted to stay on a couple of years as an advisor. He's so excited about this deal, all of the opportunities that we have within our group, so he has decided to stay on as CEO together with his management team, and that's really a key factor for us being secure that this deal and the prospects of NaturVet is fantastic. Size-wise, big company, 180 employees, their own production units—two production units producing soft chews.

A third line is in process to be completed by end of April to be able to match up the demand from the market, both for the NaturVet brand as such, but the Garmon Corporation, as it's called legally, also has a division for contract manufacturing. There will be growth in both of those channels. The dominant thing in sales is under the brand NaturVet. Going over to Innovet, a bit smaller company, have roughly €12.5 million in sales, 90% of the sales in Italy.

As I said, one of the leading companies in Italy when it comes to supplements, and for certain categories, as joints, for example, the leading company has a very strong scientific foundation. It's been a family business, and Renato, who is the CEO, he's the founder or he's. It's actually his father founded the company. Renato has been running it for a long time. Together with his sister, who is a very skilled scientist has a very skilled scientific competence that works together with different universities in Italy. They have a strong patent portfolio for their products, and thus also creating lots of interest from the veterinary sector internationally.

As I said, as many companies in Italy really focused on the Italian market but has started with some out-licensing of a couple of products, two products to the U.S. and Europe. We are currently looking over the strategy how we will launch the brand or individual products worldwide. We know them very well. They have been our partner in Italy selling ProDen PlaqueOff to the Italian market under a co-branded product. We've had a dialogue for many years. Sooner or later I was sure that Innovet would choose to join us. But here we had an exclusive process not that there were lack of suitors.

There have been many companies trying to buy Innovet, but they have always said that it will remain a family business. Of course, when meeting up with Renato over the years, he has always been interested in what we are building with Swedencare. We started some discussions some time ago and managed to get a good deal for both parties. Renato and his family will become shareholders of Swedencare, and they will continue work as before. It has had a bit slower growth than NaturVet, around 10% annually. That is also due to the, let's say, Italian market.

They are growing a bit faster than the Italian market, but the potential for Innovet is really the international launch of their product. As I said, they have a very solid scientific foundation and lots of interest from different companies around the world, and they haven't had any real, let's say, international or export manager. It's an area where they haven't felt comfortable and where we see lots of opportunities going forward. Some synergies where we see for the different companies, NaturVet, as many U.S. companies that are successful, they are really focused on North America. They haven't really done much with international sales despite lots of interest.

They have a couple of distributors around the world but really haven't made a full launch on how to market it internationally. That is a really important key for us to be looking at. What I said about Scott being very interested in the Swedencare was really the perfect fit as we see when it comes to discussing the setup for the NaturVet brand. They don't have a oral care line whatsoever, so our ProDen PlaqueOff family and the different products we have there is of course a big opportunity to be launched within the NaturVet brand. Another area is dermatology product.

As most of you know, we have the leading company when it comes to dermatology products with Vetio in our southern facility. There has been lots of requests from NaturVet customers, especially the big retail chains wanting to have dermatology products within the NaturVet line. That is really a low-hanging fruit that we have already started planning for. Of course, NaturVet has a wide range of products that could be easily transferred to different group brands, primarily Pet MD, our big online brand.

They would love to take on a couple of the NaturVet products, having them labeled under PetMD. They are also very interested in setting up a private label program as we have for individual veterinarian clinics, but to have that for individual retail customers. That is a process that's not so easy to set up. Now when we have the competence from the Stratford team in Florida, we could transfer that easily to the NaturVet team and to develop a program for the retail sector. Then looking at Innovet, as I said previously, really to look at the international possibilities in launching their unique products, and develop further the international partnerships.

Also using the network and the solid foundation they have on the Italian market, we will be presenting different group company products within the Innovet line where they have some openings in their product offering. Then also, of course, we are a bit thrilled about the R&D competence that Innovet has, the scientific level for that. We are about to set up a, let's say, veterinarian advisory board, and, together with our group companies that have the R&D capabilities, we will be presenting a plan and a list where we will focus, where we see a big demand or big gaps in the market.

It will be excellent to have that company competence within the group. How will Swedencare look going forward? It's really. We continue to build our brands, build our market position in the most important market in the world, namely the North American market. Of course, we will, with this acquisition, be even more heavily focused on the U.S. market. 80%+ of our sales will be in North America, and we will continue to build the different brands that we have. We have a fantastic setup in looking at worldwide. Just looking at the U.S., we will have 15,000 customers in the pet specialty sector.

We have 15,000+ veterinary clinics that we sell some of our brands or products. Looking at on a worldwide level, that's 20,000+ easily. I mean, we have a fantastic setup to keep on launching brands, to keep on launching new products. Looking at the online side of it, we will also continue. As you all know, we have been growing faster online than in the rest of the channels, and I expect that to continue since there are a lot of more things to be done there, especially adding more and more platforms to our sales.

What we also are looking at, and what NaturVet hasn't done, for example, is really to have programs for direct-to-consumer. We have a couple of projects this year that will be launched for some of our brands, focused on direct-to-consumer. That will be, let's say, not our main focus going forward, but we will build up direct-to-consumer sales for the different brands all over the group this year and next year. Looking at what has been some challenges for us in 2021 is really the actual getting product to distribute. With these two acquisitions, it's really setting up a good setup for that, especially the NaturVet production unit is fantastic.

We will get access to what I would call the most efficient soft chew production line in the U.S., and we will continue to build that out. As I said, end of April, there will be a third line. We will have a capacity to launch a wide selection of soft chews within all of our group brands in the U.S. that we have been waiting for. We have been on hold for many of the products for our different brands due to supply. That's really a nice feeling going into 2022 that we know that we can scale up the product offering when it comes to soft chews.

Also continuing with the internal production, that also gives us a possibility to keep on growing with high gross margins. That's important for us to be able to grow and still keeping the profit margin and getting to the goal that we have to be over 30%. We are adding two pillars here that are well above 30% EBITDA, which is very nice. Jenny Graflind, over to you for the sum of the figures.

Jenny Graflind
CFO, Swedencare

Yes. I will present the Swedencare, how we look now after the two acquisitions. The column all the way to the left is as presented in our Q3 report, the pro forma number revenue of SEK 936 million. That's including the 12-month financials for all our acquired companies. The EBITDA number of 245, it's adjusted for our acquisition cost of about SEK 16 million. That's the column of Swedencare up until these two acquisitions. Then we have NaturVet adding about SEK 550 million of revenue, $60.6 million that is, with a, Håkan said, a profitable margin of an Adjusted EBITDA margin of 31%. a $170 million on EBITDA. This is $18.9 million. Then you have Innovet, adding 128 million to our revenues, EUR 12.6 million.

Also very profitable with 35% EBITDA margin, so adding about SEK 46 million on the bottom line there. As Innovet has been a customer to Swedencare in the past, there's a small elimination to combine this into the group of about SEK 2 million. As a group total, we have, we will have, on a pro forma basis, including these two acquisitions, revenue of SEK 1.6 billion and Adjusted EBITDA of SEK 461 million, and an EBITDA margin of 29%. This means that we are growing our pro forma revenue with about 70%, compared to where we were at, when we closed September.

As these companies have an even higher EBITDA margins, we are growing our Adjusted EBITDA with about 90%, going from 26% currently, to 29% going forward on a pro forma basis.

Håkan Lagerberg
CEO, Swedencare

Thank you so much.

Jenny Graflind
CFO, Swedencare

more?

Håkan Lagerberg
CEO, Swedencare

More.

Jenny Graflind
CFO, Swedencare

No, you can go.

Håkan Lagerberg
CEO, Swedencare

Okay. Last night after the market closed, we needed to have some financings for these major deals. It was split with a loan facility from two banks. We had a book -building process last night. As you can imagine, the market hasn't been really favorable for us, and definitely not for anyone the last weeks, and definitely not for us. We have had some hectic weeks, or days at least, looking at this.

We got some early, let's say, interest, and we have had over the years a very strong and solid foundation for our continued growth and support from our owners. Entering the book -building process yesterday, it was fantastic to see the strong support. We brought in SEK 3.5 billion. We had the closing, the coverage was at market, so SEK 100, the same share price as the share closed yesterday. It was no rebate whatsoever, and it was well oversubscribed. Strong continued support from AMF, who's been a shareholder for a long time.

One of the major Swedish pension funds is a new shareholder. We're very glad to have them on board. Grandeur Peak, a U.S.-based company, has been with us for a long time. ODIN Fonder, strong support for us. SEB Fonder, Handelsbanken Funds, and also our new major shareholder, Symrise, a very interesting and impressive German company that came on board last summer and have been increasing their ownership. They are in very strong support of Swedencare, so it's been good to have them cheering us on and really supporting these deals. Thank you for that, all parties that participated.

With that, we have hectic days now, as you can imagine, so thank you for listening. We will not be able to have a chat session as we normally have, so please send in any questions, and we will answer and put together a PDF that will be uploaded on our website. Thank you for listening, and please send in your questions or get in contact with us any way you can if you have any questions. Thank you for your support and for your interest in Swedencare. Bye-bye.

Jenny Graflind
CFO, Swedencare

Bye.

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