Agoracom Blog

Namaste Announces Closing of Acquisition of Australian Vaporizers $N.ca

Posted by AGORACOM-JC at 7:17 AM on Thursday, March 16th, 2017

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  • Completed its acquisition of Australian Vaporizers PTY Ltd proceeds from its recent “bought deal” financing of CAD $11,338,000, closed on March 9, 2017 (see press release dated March 9, 2017).

VANCOUVER, BRITISH COLUMBIA–(March 16, 2017) - Namaste Technologies Inc. (“Namaste” or the “Company“) (CSE:N)(FRANKFURT:M5BQ)(OTCQB:NXTTF) is pleased to announce that it has completed its acquisition of Australian Vaporizers PTY Ltd (“Australian Vaporizers“) using proceeds from its recent “bought deal” financing of CAD $11,338,000, closed on March 9, 2017 (see press release dated March 9, 2017).

The acquisition of Australian Vaporizers adds significant revenue and solidifies Namaste’s position as the largest online retailer of vaporizers in the world. Post consolidation, Namaste will control approximately 90% of the vaporizer online retail market in Australia.

During the last fiscal year ended June 30, 2016, Australian Vaporizers operated with a 45% gross margin and an EBITDA margin of 27%. The acquisition of Australian Vaporizers represents a 33% increase in Namaste’s revenue. The table below is a summary P/L for Australian Vaporizers for fiscal years of 2013-2016.

Profit & Loss Account (AUD)1
Year ending
June 30
2013 2014 2015 2016
Sales 1,729,334 2,489,067 3,522,153 4,464,102
yoy growth 44% 42% 27%
COGS 974,467 1,565,565 2,064,309 2,463,315
Gross profit 754,867 923,502 1,457,844 2,000,787
gross margin 44% 37% 41% 45%
OPEX 393,482 495,802 694,503 816,405
EBITDA 361,385 427,700 763,341 1,184,382
EBITDA margin 21% 17% 22% 27%

In addition to strong financials, Australian Vaporizers’ traffic and on site conversions exceed industry standards. The addition of thousands of new customers in Australia has significant value to Namaste, as it focuses on further developing a powerful global database of medicinal and recreational Cannabis users within various demographics and geographical regions. The table below depicts yearly site traffic increases, as well as conversion rates with total shipments sent.

1 Source: audited annual financial statements of Australian Vaporizers.

E-commerce stats2
Year
ending
June 30
Traffic Conversion Shipments Order
value
AUD
Gross
revenues
AUD
2015 292,316 4.40% 12,856 199 2,554,251
2016 344,414 4.60% 15,830 196 3,107,640
HYI 2017 217,617 4.58% 9,975 195 1,945,001

The “bought deal” financing and issuance of new shares represents a 17% increase in total shares in Namaste, which makes the acquisition accretive.

2 Source: internally prepared by the management of Australian Vaporizers.

Terms of the Transaction

Pursuant to the terms of the definitive agreement announced on February 24, 2017, Namaste has acquired all of the issued and outstanding shares of Australian Vaporizers. The purchase price was calculated as 1.0x 12-month trailing sales of AUD$5.0 million, plus the value of inventory acquired within six (6) months preceding the closing, and 50% of the value of the inventory acquired prior to six (6) months preceding the closing, less all liabilities and plus trade debt and cash.

Upon closing of the transaction, the Company provided an initial 75% of the purchase price in cash, being AUD$4,256,197.50 and 10% of the purchase price was satisfied with 1,988,182 common shares in the capital of the Company, based on the 20-day volume weighted average trading price upon signing of the definitive agreement. The remaining 15% of the consideration will be satisfied through an earn-out based on sales and integration milestones.

Management Commentary

Mr. Sean Dollinger, President and CEO of Namaste, comments: “I’m very pleased to announce that we’ve completed the acquisition of Australian Vaporizers which adds significant revenue and diversity to our Company’s revenue. Australian Vaporizers is already profitable and this acquisition represents a great achievement for the Company. We plan to bring additional value to our Australian customers through our relationships with manufacturers, distributors, and retailers. Our goal is to offer the latest and most innovative products and to offer industry-leading, best customer service. Thanks to our shareholders for their support, as well as our management, marketing and operations teams for their hard work and dedication.”

About Namaste Technologies Inc.

Namaste Technologies Inc. is an emerging leader in vaporizer and accessories space. Namaste has 26 ecommerce retail stores in 20 countries, offers the largest range of brand name vaporizers products on the market and is actively manufacturing and launching multiple unique proprietary products for retail and wholesale distribution. The Company is currently focused on expanding its product offering, acquisitions and strategic partnerships, and entering new markets globally.

On behalf of the Board of Directors

Sean Dollinger, Chief Executive Officer

Further information on the Company and its products can be accessed through the links below:

www.namastetechnologies.com

www.namastevaporizers.com

www.namastevaporizers.co.uk

www.vaporseller.com

www.everyonedoesit.com

www.everyonedoesit.co.uk

FORWARD-LOOKING INFORMATION This press release contains forward-looking information based on current expectations. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management’s reasonable assumptions, Namaste assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law. Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. These statements speak only as of the date of this press release. Actual results could differ materially from those currently anticipated due to a number of factors and risks including various risk factors discussed in the Company’s disclosure documents which can be found under the Company’s profile on www.sedar.com. This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E the Securities Exchange Act of 1934, as amended and such forward looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The CSE has neither reviewed nor approved the contents of this press release.

Namaste Technologies Inc.
Sean Dollinger
Chief Executive Officer
+1 (786) 389 9771
info@namastevapes.com
www.namastetechnologies.com

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