Swedencare : Förvärv av NaturVet och Innovet

Acquisitions of NaturVet and Innovet

January 2022

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Disclaimer

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Key terms and conditions

Acquisitions

Financing

Targets

Terms

Directed New

Share Issue

New Issue Of Consideration Shares

New Bank Credit

The Garmon Corporation doing business under the brand NaturVet ("NaturVet") and Innovet Italia Srl ("Innovet" or jointly the "Targets" or the

"Acquisitions")

Swedencare AB (publ) ("Swedencare") to acquire all shares outstanding of NaturVet and Innovet. The acquisition price for NaturVet equals USD 447.5m (~SEK 4,050m) on a cash and debt free basis (excl. earn-out), whereof USD 400m (~SEK 3,620m) will be paid in cash at closing and USD 47.5m (~SEK 430m) will be paid with new Swedencare shares at closing. In addition, a potential earn-out of up to USD 27.5m (~SEK 249m) will be paid during H2 2022 and is subject to the performance of NaturVet's growth during H1 2022. The acquisition price for Innovet equals EUR 50m (~SEK 515m) on a cash and debt free basis, whereof EUR 42.5m (~SEK 438m) will be paid in cash at closing and EUR 7.5m (~SEK 77m) will be paid with new Swedencare shares at closing

Swedencare intends to partly finance the Acquisitions through a proposed directed new share issue of up to approximately 35.5m new shares (the "Directed New Share Issue") to new and existing shareholders

Swedencare intends to partly finance the Acquisitions through new issues of 3,854,978 consideration shares to the sellers of NaturVet and 606,799 consideration shares to the sellers of Innovet (the "New Issues Of Consideration Shares")

Swedencare intends to finance the remaining parts of the Acquisitions through a new bank credit (the "New Bank Credit")

Source: Company information	3
Note: Using exchange rates of USD 1 = SEK 9.05 and EUR 1 = 10.30

Swedencare acquires US based NaturVet and Italian based Innovet

Scale and muscle

NaturVet LTM Sept'21 Sales of SEK 548m with an adj. EBITDA of SEK 171m (31% adj. EBITDA margin)

Innovet LTM Sept'21 Sales of SEK 129m with an adj. EBITDA of SEK 46m (35% adj. EBITDA margin)

NaturVet

Leading US based pet supplement company with a broad portfolio of +20 categories contributing to #1 pet supplement brand in four of the top five pet chains in the US

NaturVet	2019	2020	2021E
SEK thousands
Net Sales	326,479	437,658	578,657
Adj. EBITDA	68,364	138,854	189,154
Adj. EBITDA margin	21%	32%	33%

acquires

SEK 4,050 million1,2	SEK 515 million2
7.4x and 23.7x LTM	4.0x and 11.2x LTM
Sept'21 Sales2 and	Sept'21 Sales2 and
adj. EBITDA2	adj. EBITDA2

Consolidating a niche market

Transformative deals to speed up the process of becoming the market leader within pet healthcare, with a strong international distribution network

Innovet

Italian based company with a strong patent protected product portfolio with products in several categories such as joint health, dermatology, pain & gastroenterology

"The creation of a global market leader in pet healthcare"

Source: Company information	4
Note: 1) Based on Sales and EBITDA multiples excluding the earn-out of up to SEK 27.5m to be paid during H2 2022, 2) Based on an exchange rate of USD 1 = 9.05 and EUR 1 = 10.30

NaturVet at a glance

A leading U.S. pet supplement manufacturer

• Well diversified & high-end product portfolio

1. #1 pet supplement brand in four of the top five pet chains in U.S.

1. 20 product categories include joint health, digestion, allergies and more o Quick innovation cycle, time to market 5-7 months

• 1. Strong presence in high demand categories - superfoods and hemp products for 2022
• In-houseleading manufacturing
• 1. Production includes soft chews, tablets, powder and liquids

1. Zero product recalls

• 1. Exploring new production facility, doubled capacity by 2024
• Omni-channelstrategy
• 1. 15,000 pet-shops, online retailers, initiated direct-to-consumer

1. Rapid growth online, high customer retention through subscription programs on Amazon and Chewy

1994		180		20
Founded		Employees		Product categories

31%		62%		6 months
Organic growth 2021e		Gross margins 2021e		Time to market

Source: Company information

Scott Garmon	Management Team	Established presence
Founder, CEO and seller	+120 years combined	Products and sales
• Will continue as CEO and	industry experience	• Dog, Cat, and Equine
becomes a large	• To be maintained	•	Extensive store-access
shareholder in Swedencare		•	Successful transition to e-
			commerce

Vertically Integrated

Manufacturing

Leading Retail

Presence

Omnichannel

Distribution

Proprietary

Formulas

Broad Product Mix

Multi Delivery

Options

Long Tenured Team

NASC Audited

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