Jeffs’ Brands to acquire Fort Products for $1.9M

Jeffs’ Brands announced that it has entered into a definitive agreement to acquire the entire share capital of Fort Products Ltd., a company incorporated in England and Wales and engaged in the sale of pest control products primarily through Amazon.uk. Pursuant to the Agreement, Jeffs’ Brands will acquire all of the outstanding shares of Fort, which operates five private label brands currently being sold on Amazon.uk and on other Ecommerce channels, in cash, for GBP 1,600,000, which is subject to a net working capital adjustment to be calculated in accordance with a pre-agreed formula. The adjusted purchase price is estimated to be approximately GBP 2,000,000. Such estimation is subject to a post-completion reconciliation by Jeffs’ Brands. Upon execution of the Agreement, GBP 400,000 has been placed in escrow and is subject to forfeiture in certain circumstances. Fort products’ estimated market share on Amazon.uk was between 35.7% and 26.5%, as of July 2022. Fort’s products generated approximately GBP 4.8 million in revenues for the year ended December 31, 2022. Currently, Fort’s brands and products have over 55,000 reviews, 82% of which are 4- and 5-star reviews. The completion of the Transaction is conditioned upon the Company entering into settlement agreements with all of its employees by which such employees’ employment with the Company will terminate 3 months following the completion of the Transaction. During this period, Jeffs’ Brands intends to carry out operational changes in the Company’s business that will allow the Company to wind down the activities conducted in its leased warehouse and to move all such operations to Amazon warehouses. The sellers have agreed to continue providing the Company consultancy services for a 3-month period, in consideration for a monthly fee of GBP 2,500 and have undertaken not to compete with the Company for a period of 3 years from completion of the Transaction.