Ittela International, a plant-based food business in the US, is to go public, with a new name, after a transaction with an acquisition vehicle.
The vehicle, Forum Merger II, located in Delray Beach, Florida, has a listing on the Nasdaq exchange in New York. It describes itself as a “blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganisation or similar business combination with one or more businesses”.
Ittela is based in Paramount, California, and produces a range of vegan and vegetarian frozen foods such as smoothie bowls, meals, pizza, burgers and vegetables under its Tattooed Chef brand and also for private-label clients in the US and Italy. The company will now take the name of its flagship brand.
Under its new identify, Tattooed Chef will be listed on Nasdaq. The company’s current shareholders will retain 80% of the business, which will be converted to 60% of the outstanding shares in the new firm upon completion of the deal. Forum said the enterprise value represents 2.2 times Tattooed Chef’s estimated 2021 revenue of $222m, or 15.6 times its adjusted EBITDA of $30.8m.
Tattooed Chef will be led by Ittela’s current CEO and president Sam Galletti, while founder Sarah Galletti will share the CFO and COO roles with Stephanie Dieckmann until a search for a new finance chief is completed.
Mr. Galletti said: “Today marks the next exciting chapter in our company history as we become a public company. Looking ahead, we believe we are in the early stages of Tattooed Chef’s growth, and will continue to build brand awareness, expand distribution with new and existing customers, launch innovative products, and invest in our infrastructure in order to capitalise on the global plant-powered food market.”
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David Boris, the joint chief executive and finance chief of Forum, said in a statement: “After a thorough search, we are pleased to have signed a definitive agreement to bring Tattooed Chef public. The company has an exciting plant-based product portfolio, a compelling financial profile, and a long runway for growth.”
The enterprise value of the transaction has been put at US$482m.
The merger has been approved by both sets of shareholders and is expected to close in the current quarter.
Harrison Co. acted as financial advisor to Ittella, while Rutan & Tucker served as legal counsel. Jefferies and EarlyBirdCapital advised Forum.