Acquisition of Health & Her Limited

This Announcement contains inside information as defined for the purposes of Article 7 of the Market Abuse Regulation (EU no. 596/2014), as it forms part of the United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended. This announcement has been authorised for release by the Company's Board of Directors.

30 October 2024

VENTURE LIFE GROUP PLC

("Venture Life", "VLG" or the "Group")

Acquisition of Health & Her Limited

Venture Life (AIM: VLG), a leader in developing, manufacturing and commercialising products for the international self-care market, is pleased to announce the acquisition of the entire issued share capital of Health & Her Limited ("H&H"), a specialist female health business from its founders, Kate Bache and Gervase Fay (the "Founders") and other shareholders, for an upfront cash consideration of £7.5m. A further £0.7m in cash is payable 12 months post completion, dependent upon the Founders remaining with the business for at least 12 months, with an additional £1.8m of consideration payable in cash contingent upon  H&H achieving expected trading results for the 12 months post completion.

H&H, headquartered in Cardiff and founded in 2018, is a brand currently predominantly focused on female health, specifically the transitional elements of hormone health, providing supplements and digital support for the female hormonal health journey. Whilst their menopause and peri-menopause products currently constitute the majority of the business's revenue, the business has extended its offering further and will shortly be launching new products in the female hormonal health area and also into the area of male hormonal health. H&H is a leading brand in hormonal wellbeing supplements, and offers a free educational app to support holistic health. The H&H app is the world's second-largest menopause app, the No.1 menopause app recommended by ORCHA, and the first to publish its impact on menopausal health (British Medical Journal).

The global menopause market was estimated at $16bn in 2023 (by Grand View Research), but Forbes Magazine estimates it to rise to $600bn by 2030, demonstrating substantial market growth over the next 7 years, meaning the current product range is selling into a rapidly growing market segment.

H&H sells a range of food supplements through retailers, pharmacy and online channels, and currently generates sales in six countries including the UK, USA, China and parts of the EU. In the UK, the products are sold through retailers such as Holland & Barrett, Boots and Superdrug, as well as online via its own website, and the VLG Board believes that opportunities exist to leverage the products across VLG's extensive distribution network in the UK and internationally. H&H's products are also listed on Amazon in the UK, Germany and the USA, where online performance has led to recent new listings also being achieved in the USA through CVS and The Vitamin Shoppe.

H&H has conducted extensive research in menopause alongside its academic partners and key opinion leaders. It is this deep knowledge and insight that has built an exciting pipeline of innovations that will be launching across many channels in the short and medium term.

Revenues for the financial year ended 31 May 2024 were £6.1 million with a loss before tax of approximately £0.4 million. The VLG Board believes that the historic profitability of the business was significantly impacted by costs invested to build awareness of Health & Her's brand and to develop best in class technology solutions to reach its consumers. Financial performance for the current accounting period to end of September 2024 demonstrated annual run rate EBITDA of £0.8 million. Under VLG's ownership the VLG Board expects to achieve significant synergies between VLG and H&H, at both a revenue and operating level which involve cross business resource synergies as each business will exploit its expertise for the benefit of the other and these will become effective during 2025.

The acquisition price of the business is on a cash free/debt free basis and comprises initial consideration of £7.5 million paid in cash, using a combination of the Company's cash reserves and its revolving credit facility. Further deferred contingent consideration of £1.8 million is payable in cash based on expected trading results being achieved for the 12 months post completion, plus a deferred payment of £0.7 million in cash which acts as a retention bonus for the Founders remaining with the business for at least 12 months post completion.

Group net leverage² is expected to peak at 1.7x immediately on completion, but anticipated to fall to 1.6x by 31 December 2024, further reducing to 0.8x within 12 months.

This acquisition significantly strengthens and expands the Company's position in women's health, adding to the existing Balance Activ proposition, and propels Venture Life into the rapidly expanding area of supporting hormone deficiency through life stages for both men and women.

Jerry Randall, CEO of Venture Life Group plc commented: "We are delighted to have acquired H&H, an exciting and dynamic business in the innovative area of supporting hormone change in men and women through all life stages. The business has been well invested in its growth and development, and we will be able to leverage all these assets going forward. Recent new launches into the US retail market and a deep pipeline of new products are expected to deliver meaningful growth in the short to medium term. We are very pleased also that the dynamic and innovative founders, Kate Bache and Gervase Fay, will be staying with us to continue the H&H journey and growth. Hormone change is an area poorly understood by the consumer, but with tools such as the H&H app and specifically designed food supplements consumers can access significant education and support for these changes. Becoming part of the Venture Life Group will allow the considerable resources of the Group to be applied to continue to drive the growth of the business, expanding its reach and generating meaningful synergies with our current portfolio and operations."    

Kate Bache and Gervase Fay, founders of H&H commented: "We are thrilled by today's announcement of the acquisition of H&H by VLG. Venture Life Group's success and momentum in the self-care space, combined with their extensive retail and market reach, promise to further our mission to support the lives of millions of people around the world with the life-affecting impact of hormone change. Joining VLG opens up extensive opportunities for synergies - particularly within the female health category alongside the VLG brand Balance Activ. We're confident that our combined strengths will bring significant value to our customers and key stakeholders as we embark on this exciting new chapter. I am immensely grateful to our loyal customers, dedicated team, and investors, whose support has been pivotal to our success to date".

¹ Run-rate EBITDA calculated based on current period trading for the four months up to end of September 2024 being £0.8m

² Group net leverage calculated as net debt₃ (excl. finance leases) and Adjusted EBITDA₄ on a trailing 12-month basis.

³ Net debt calculated as gross debt (excl. finance leases) less cash

⁴ Adjusted EBITDA calculated as EBITDA before deduction of exceptional items and share based payments

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About Venture Life (www.venture-life.com)

Venture Life is an international consumer self-care company focused on developing, manufacturing and commercialising products for the global self-care market. With operations in the UK, Italy, The Netherlands and Sweden, the Group's product portfolio includes some key products such as the UltraDEX and Dentyl oral care product ranges, the Balance Activ range in the area of women's intimate healthcare, the Lift and Glucogel product ranges for hypoglycaemia, Gelclair and Pomi-T for oncology support, Earol for ear wax removal, products for fungal infections and proctology, and dermo-cosmetics for addressing the signs of ageing. Its products are sold in over 90 countries worldwide.

The products, which are typically recommended by pharmacists or healthcare practitioners, are available primarily through pharmacies and grocery multiples. In the UK and The Netherlands these are supplied direct by the Company to retailers, elsewhere they are supplied by the Group's international distribution partners. 

Through its two Development & Manufacturing operations in Italy and Sweden, the Group also provides development and manufacturing services to companies in the medical devices and cosmetic sectors.