Probi USA, Inc., a subsidiary of Sweden-based Probi AB, has entered an agreement to acquire the probiotic business Nutraceutix, Redmond, WA, for $105 million.

With this acquisition, Probi will increase its market share in North America—the largest and fastest growing probiotic dietary supplements market in the world—more than three-fold, add important new technologies, manufacturing capabilities and customers, and create a strong platform for further acquisitions.

According to the company, the deal will also enhance Probi’s scale, geographic footprint, capability base and value chain presence:

• Results in preliminary combined 2015 net sales of approximately SEK 506 million, more than double Probi’s current size;

• More than triples Probi’s net sales in the large, fast-growing North American probiotics market to approximately SEK 418 million based on preliminary combined 2015 figures;

• Combines proven, proprietary and patented delivery technology from Nutraceutix with Probi’s well documented strain portfolio, enabling novel, differentiated probiotics products;

• Secures access to established, GMP-compliant and versatile manufacturing capabilities with important strategic and financial benefits;

• Adds an attractive and highly complementary base of approximately 200 U.S. customers and partners;

• Propels Probi into the top tier of integrated players[4] in the global probiotics sector and creates a platform for further acquisitions.

Symrise AG and Fjärde AP-fonden, controlling approximately 51.4% and 5.9% respectively of the outstanding share capital and votes in Probi, have committed to, subject to customary conditions, vote in favor of the Rights Issue at the Extraordinary General Meeting on June 29, 2016 (the EGM), and subscribe for their pro rata shares in the Rights Issue.

In addition, Swedbank Robur Fonder and Handelsbanken Fonder, together controlling approximately 11.8% of the outstanding share capital and votes in Probi, have indicated their intention to vote in favor of the Rights Issue at the EGM and to subscribe for their pro rata shares in the Rights Issue. Consequently, in aggregate, commitments and indications of intent to vote in favor of the Rights Issue at the EGM and to subscribe for pro rata shares in the Rights Issue have been obtained from current Probi shareholders controlling approximately 69.1% of the outstanding share capital and votes in Probi.

The acquisition is expected to close within four months and the Rights Issue is expected to be completed during the second half of 2016.

“I am very excited about this transforming acquisition,” said Peter Nählstedt, CEO, Probi. “Nutraceutix is an excellent match for us. Probi and Nutraceutix have complementary business models, limited customer overlap and share strong entrepreneurial values. The acquisition creates a strong platform to continue the growth story in the U.S. and in the global market.”

Tim Gamble, CEO, Nutraceutix added: “I cannot imagine a better combination of two well-respected organizations. With highly complementary expertise, assets, product offerings, and a shared strategic focus on quality-conscious growth, I envision an outstanding future for the new entity. The transaction will result in the creation of a global leader in the probiotics and probiotic dietary supplement space, and will open up a wealth of new opportunities for the company, its employees and its customers.”

Nutraceutix is a leading, highly regarded and customer service focused U.S. manufacturer and supplier of probiotics with net sales of approximately $34 million and EBITDA of approximately $8 million in 2015. Over recent years the business has shown double-digit percentage sales growth.

Nutraceutix produces around 340 million tablets and 4.3 million bottles of products a year for its customers and in 2015 had 460 active Stock Keeping Units (SKUs) in production. Nutraceutix has more than 30 different industrialized probiotic strains.

Nutraceutix manufactures its products as bottled products (finished products; 57% of sales in 2014), bulk and blended powder (20% and 7%, respectively) and tablets and capsules (16%). Nutraceutix’ proprietary delivery technology BIO-tract is a key differentiator and loyalty creating product feature and is patent protected in more than 30 countries. Nutraceutix also has a collection of expertise and patented manufacturing processes known as LiveBac-processing that enables the expert manufacture of tablets containing sensitive ingredients like probiotics.