EQS-Adhoc

Marley Spoon Group SE to acquire BistroMD and to enter into a strategic partnership with FreshRealm

EQS-Ad-hoc: Marley Spoon Group SE / Key word(s): Acquisition/Agreement Marley Spoon Group SE to acquire BistroMD and to enter into a strategic partnership with FreshRealm 30-Jan-2024 / 09:43 CET/CEST Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by EQS News - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. NOT FOR DISTRIBUTION, PUBLICATION OR FORWARDING, EITHER DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES OF AMERICA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS PUBLICATION. Luxembourg, 30 January 2024. Today, Marley Spoon Group SE ("MSG") has signed a sale and purchase agreement for the acquisition of BistroMD, LLC (“BistroMD”) as well as - through its US subsidiary - an asset sale agreement with FreshRealm Inc. (“FreshRealm”).

BistroMD is a leading doctor-designed ready-to-eat meal plan based in Florida, United States. BistroMD generated ~€35m net revenue in 2023. BistroMD shareholders will receive 1.4m in Class A shares of MSG, 225,000 warrants for Class A shares exercisable at €15.00, and 225,000 warrants for Class A shares exercisable at €20.00 upon closing. BistroMD shareholders will receive up to an additional 1.2m in Class A shares 12 months after closing, subject to customary earn-out provisions. BistroMD carries approximately €11m in debt, of which €1.8m will be repaid upon closing. The transaction is subject to customary closing conditions, including financing, and is expected to close in February 2024.

MSG, through its US subsidiary, will further enter into a 7-year strategic partnership with FreshRealm, the innovative fresh meals solutions platform based in Ventura, California  upon closing of the asset sale agreement. FreshRealm is a channel-agnostic fresh meals platform that enables partners to operate asset-light and diversify their fresh meals offerings while enjoying the benefits of scale. As part of this partnership, FreshRealm will acquire MSG’s US operations assets for €22m and become its exclusive manufacturing and fulfillment partner for all United States-based activities.