Live Verdure Ltd (ASX:LV1) agreed to acquire Edible Beauty Australia Pty Ltd for AUD 1 million on August 24, 2022. Upfront consideration of $1 million (consisting of 75% in cash and 25% in shares), representing a multiple of 0.45x actual FY22 revenue, with deferred payments based on future revenue. Funds raised via the placement will be used to fund the acquisition of Edible Beauty.

Deferred cash consideration equal to 10% of the (audited) revenue generated by Edible Beauty across the 24 month period following completion. 1,666,667 shares (being $0.25 million of fully paid ordinary shares in Live Verdure at a deemed issue price of $0.15 per share), to be issued at completion subject to receipt of shareholder approval under Listing Rule 7.1. The consideration shares issued to Anna Mitsios will be subject to voluntary escrow for 12 months from the date of issue. Anna Mitsios (Founder of Edible Beauty) will join the executive leadership team at Live Verdure.

The sellers are Anna Mitsios (Founder and 94.8% majority shareholder of Edible Beauty), and minority shareholders Kathy Mitsios, Dimitrios Mitsios and Julie Mitsios, each of whom are unrelated to Live Verdure. Completion of the Edible Beauty acquisition is expected to occur in October 2022, subject to the satisfaction of closing conditions. Live Verdure was advised by Equion Capital (M&A), Hamilton Locke (Legal) and JT&P Corporate (Financial).