Brand Architekts Group plc:

Recommended Cash and Shares Merger with InnovaDerma plc

Singer Capital Markets is delighted to have acted as buy-side adviser to Brand Architekts on its Recommended Cash and Shares Merger with InnovaDerma plc, to be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006.

On 27 May 2022, InnovaDerma announced that the High Court of Justice in England and Wales had sanctioned the Scheme at the Court Hearing held on 27 May 2022.

Brand Architekts and InnovaDerma are pleased to announce that, following the delivery of a copy of the Court Order to the Registrar of Companies today, the Scheme has now become Effective in accordance with its terms and the entire issued share capital of InnovaDerma is now owned by Brand Architekts.

Transaction Highlights

• Offer of 0.3818 new Ordinary Brand Architekts shares and 7 pence in cash for each InnovaDerma Share, valuing the Company at £13.6 million
• Premium of approximately 18% to the Closing Price per InnovaDerma Share on 19 May 2022 (Date of General Meeting)
• Discount of approximately -9% to the volume weighted average price per InnovaDerma share in the previous 6 months
• Brand Architekts’ strong balance sheet will be leveraged to allow the combined Group to accelerate their growth strategy through investment in the brands and in further M&A
• InnovaDerma will be fully integrated into the existing Brand Architekts business with the executive management team stepping down and 1 Non-Executive Director moving across

Background and reasons for the Merger

Brand Architekts has long admired InnovaDerma’s reputation and experience as a direct to consumer beauty and skincare retailer. Brand Architekts and InnovaDerma have common cultures and shared values with both companies focused on building sustainable brands with a digital first mindset.

The Boards of Brand Architekts and InnovaDerma believe there is compelling strategic and financial rationale for the Merger including:

• The addition of InnovaDerma’s extensive CRM which has been developed through extensive marketing over a number of years
• A new flagship product for the Brand Architekts portfolio in Skinny Tan
• Significant cost synergies of £1.5m identified with further revenue synergies to be realised post completion
• Utilising Brand Architekts’ B2B relationships in pushing out the Skinny Tan product in grocers

About Brand Architekts Group plc

Brand Architekts is a beauty brand specialist, with a portfolio of skincare, haircare and bodycare brands and focused on innovating new and exciting products. Brands range from female beauty to male grooming, with both mass market appeal and everyday value propositions. Among its 13 core growth brands are Super Facialist, Dirty Works, Kind Natured and Dr Salts. The brands are retailed to a variety of DTC and B2B channels; through its online platform, The Unexpekted Store and through the Group’s relationships with retailers across the UK and internationally.

Ticker: BAR

Market Cap: £11.46 million*

Website: Click here

*As at 31/04/2022