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Sale of Fit-BioCeuticals Ltd to Blackmores Ltd

Background

Fit-Bioceuticals Ltd is an established Australian leader in the practitioner-only supplements market. The founders of this majority family-owned business felt the time was right to exit the market, and entered into a competitive bid process with a number of potential acquiring companies, including Blackmores Ltd. Blackmores is Australia's leading natural health brand.

Client objectives

Fit-BioCeuticals wanted to capitalise on the market interest in its business and make an exit that would achieve the greatest outcome for all shareholders. Blackmores' offer to buy 100% of the company's issued share capital stood out as the best.

Our role

We advised Fit-Bioceuticals Ltd on the sale of 100% of its issued share capital to Blackmores Ltd for approximately $40 million.

Key issues

The deal involved liaising with minority shareholders (located across the globe) to gain their approval of the transaction in the absence of a drag-along clause in the constituent documents. The transaction also required the negotiation of a share purchase agreement and other associated transaction documents. A warranty and indemnity insurance policy was also put in place.

Outcomes

The transaction represented a clean exit at an attractive price for the founding shareholders of Fit-BioCeuticals—who had built up this family run supplements business over the past 20 plus years.

The acquisition also represented a key strategic step for Blackmores Ltd to bring more channel diversity to its business, giving it a greater depth of expertise and affirming its position as the clear market leader in natural health.