- Betterware is a fast growing direct-to-consumer company selling
innovative household goods, with a unique product portfolio focused
on providing everyday solutions for modern spaces
- Streamlined sales force comprised of +400k distributors and associates serving three
million households every six weeks in 800 communities across
Mexico
- Unique logistics platform results in a zero last mile
distribution cost
- Consistent market expansion has been supported by its
cutting-edge internal business intelligence and data analytics
unit
- Outstanding financial performance, with 2015-2018 CAGR in Net
Company Sales and EBITDA of 37% and 41%, respectively
NEW YORK, Aug. 5, 2019 /PRNewswire/ -- DD3 Acquisition
Corp. ("DD3") (Nasdaq: DDMX), a publicly-traded special purpose
acquisition company and Betterware de Mexico ("Betterware"), a leading
direct-to-consumer selling company in Mexico (focused on the home solutions and
organization segment), announced today they have entered into a
definitive agreement to merge. The combined company will operate as
"Betterware" and is expected to remain publicly listed on Nasdaq.
The transaction implies an initial enterprise value of
approximately US$367 million
representing a multiple of 8.6x Betterware's estimated 2019
EBITDA.
Betterware Overview
Founded in 1995, Betterware is a leading direct-to-consumer
company in Mexico. Betterware is
focused on the home organization segment, with a wide product
portfolio for daily solutions including home organization, kitchen
preparation, food containers, smart furniture, technology and
mobility, as well as other minor categories.
Supported by its unique business intelligence and data analytics
unit, Betterware has been able to achieve
sustainable double-digit growth rates by successfully
expanding its market penetration through a dynamic and motivated
sales force comprised of more than 400,000 distributors and
associates. In addition, both the business intelligence and data
analytics unit provide daily monitoring of key metrics and product
intelligence.
Due to its meticulous logistics planning through the supply
chain, Betterware has achieved a 98.5% rate of just-in-time
deliveries anywhere in the country, within 24 to 48 hours and with
zero last mile cost. Betterware's asset light model also has
enabled the company to grow at a double-digit rate with very
limited capex and high cash conversion rates.
"We are very excited about becoming a public company to support
our continued expansion and boost our growth opportunities. This
transaction represents the next chapter of our journey to become
the leading consumer company in Mexico and Latin
America focused on the home solution and organizational
segment" stated Luis Campos,
Chairman of Betterware.
"When we launched DD3, we told investors that we would look for
high cash conversion companies with an asset light business model
and high growth performance. We found the perfect fit with
Betterware, a leading consumer sector company with a proven track
record and tremendous growth opportunities. I look forward to
working with Luis and his dynamic team to help them thrive as a
public company while they continue implementing fast growing
initiatives" stated Martín Werner, CEO of DD3.
Summary of the Transaction
Current Betterware shareholders will roll over most of their
equity stakes and will remain majority owners of the combined
company, with an anticipated ~80% stake at closing, while the
remaining ownership will be held by public investors and DD3.
Luis Campos, Chairman of
Betterware, and Andres Campos, CEO
of Betterware, will continue to run the combined company.
Martin Werner, CEO & Chairman of
DD3, and Guillermo Ortiz, board
member of DD3, are expected to join the combined company's board of
directors, bringing their valuable know-how and wide network in the
finance industry.
The transaction is expected to be completed during the fourth
quarter of 2019, subject to approval from DD3's shareholders and
other customary closing conditions.
Proceeds from the transaction will be used by the combined
company to support and enhance future growth and maintain financial
flexibility, among other uses considered by current shareholders of
Betterware.
The description of the transaction contained herein is only a
summary and is qualified in its entirety by reference to the
definitive agreements relating to the transaction, copies of which
will be filed by DD3 with the United States Securities and Exchange
Commission ("SEC") as exhibits to a current report on Form
8-K.
Management Presentation Information
The management teams of DD3 and Betterware will hold a
conference call and make a presentation regarding the transaction
on August 6, 2019 at 11:00 AM ET. In connection with this event, DD3
will file an investor presentation with the SEC which can be viewed
at www.sec.gov or downloadable one hour prior to the
conference call from DD3's website at: http://ir.dd3.mx
For those wishing to participate, please dial +1
334-323-7224 and use the passcode "BETTER". To follow the
investor presentation, go to:
https://www.conferenceamerica.com/webecho/GuestLogin.aspx?ConfRef=79265289&Pin=3933
This platform will be open during the live conference call.
Recordings will also be available to play/download at DD3's website
1 hr. after the call for a 1-week period, and as per request.
Important Information for DD3 Investors and
Shareholders
A full description of the transaction terms will be provided in
a registration statement on Form F-4 that will include a proxy
statement for the shareholders of DD3, which will constitute a
prospectus of Betterware in respect of the combined company
securities to be issued in the transaction (the "Proxy Statement"),
to be filed with the SEC. DD3 urges investors, shareholders and
other interested persons to read, when available, the preliminary
Proxy Statement as well as other documents filed with the SEC
because these documents will contain important information about
DD3, Betterware and the transaction. The definitive Proxy Statement
will be mailed to shareholders of DD3 as of a record date to be
established for voting on the proposed transaction. Shareholders
will also be able to obtain a copy of the Proxy Statement, without
charge, by directing a request to: DD3 Acquisition Corp., c/o DD3
Mex Acquisition Corp., Pedregal
24, 4th Floor, Colonia Molino del Rey, Del. Miguel Hidalgo, 11040 Mexico City, Mexico. The preliminary and
definitive Proxy Statement, once available, can also be obtained,
without charge, at the SEC's website (www.sec.gov).
Forward Looking Statements
This press release includes certain statements that are not
historical facts but are forward-looking statements for purposes of
the safe harbor provisions under the United States Private
Securities Litigation Reform Act of 1995. Forward-looking
statements generally are accompanied by words such as "believe,"
"may," "will," "estimate," "continue," "anticipate," "intend,"
"expect," "should," "would," "plan," "predict," "potential,"
"seem," "seek," "future," "outlook," and similar expressions that
predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements
include, but are not limited to, statements regarding projections,
estimates and forecasts of revenue and other financial and
performance metrics and projections of market opportunity and
expectations, and the closing of the proposed transaction. These
statements are based on various assumptions and on the current
expectations of DD3 and Betterware management and are not
predictions of actual performance. These forward-looking statements
are provided for illustrative purposes only and are not intended to
serve as, and must not be relied on by any investor as, a
guarantee, an assurance, a prediction or a definitive statement of
fact or probability. Actual events and circumstances are difficult
or impossible to predict and will differ from assumptions. Many
actual events and circumstances are beyond the control of DD3 and
Betterware. These forward-looking statements are subject to a
number of risks and uncertainties, including changes in
Betterware's clients' preferences, prospects and the competitive
conditions prevailing in the industries in which Betterware
operates; the inability of the parties to successfully or timely
consummate the proposed transaction, including the risk that any
required regulatory approvals are not obtained, are delayed or are
subject to unanticipated conditions that could adversely affect the
combined company or the expected benefits of the proposed
transaction or that the approval of the shareholders of DD3 for the
proposed transaction is not obtained; failure to realize the
anticipated benefits of the proposed transaction, including as a
result of a delay in consummating the proposed transaction or a
delay or difficulty in integrating the businesses of DD3 and
Betterware; the amount of redemption requests made by DD3's
shareholders; the ability to meet Nasdaq's listing standards
following the consummation of the proposed transaction; those
factors discussed in DD3's final prospectus for its initial public
offering filed with the SEC on October 12,
2018 under the heading "Risk Factors," and other documents
of DD3 filed, or to be filed, with the SEC. If the risks
materialize or assumptions prove incorrect, actual results could
differ materially from the results implied by these forward-looking
statements. There may be additional risks that neither DD3 nor
Betterware presently know or that DD3 and Betterware currently
believe are immaterial that could also cause actual results to
differ from those contained in the forward-looking statements. In
addition, forward-looking statements reflect DD3's and Betterware's
expectations, plans or forecasts of future events and views as of
the date of this press release. DD3 and Betterware anticipate that
subsequent events and developments will cause DD3's and
Betterware's assessments to change. However, while DD3 and
Betterware may elect to update these forward-looking statements at
some point in the future, DD3 and Betterware specifically disclaim
any obligation to do so. These forward-looking statements should
not be relied upon as representing DD3's and Betterware's
assessments as of any date subsequent to the date of this press
release. Accordingly, undue reliance should not be placed upon the
forward-looking statements.
Participants in the Solicitation
DD3, Betterware and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies with respect to the proposed transaction described in this
press release under the rules of the SEC. Information about the
directors and executive officers of DD3 is set forth in the final
prospectus for its initial public offering filed with the SEC on
October 12, 2018. Information
regarding the persons who may, under the rules of the SEC, be
deemed participants in the solicitation of the shareholders in
connection with the proposed transaction will be set forth in the
Proxy Statement when it is filed with the SEC. These documents can
be obtained free of charge from the sources indicated above.
Non-Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed transaction and shall not constitute an
offer to sell or a solicitation of an offer to buy the securities
of DD3 or Betterware, nor shall there be any sale of any such
securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of such state or
jurisdiction. No offer of securities shall be made except by means
of a definitive document.
Contact
For further inquiries, please reach: contact@dd3.mx
View original
content:http://www.prnewswire.com/news-releases/dd3-acquisition-corp-announces-it-has-entered-into-a-definitive-agreement-to-merge-with-betterware-300895853.html
SOURCE DD3 Acquisition Corp.