Edible Garden recently announced the signing of a non-binding letter of intent (LOI) to purchase the outstanding share capital of Narayan d.o.o. and its subsidiaries ("Narayan Group"), a prominent producer of organic coconut and superfood products.
With Narayan's vertically integrated supply chain and leadership in the European market combined with Edible Garden's innovative CEA technology and product placement within their North American distribution network on a combined basis, the Narayan Group and Edible Garden expect to achieve combined revenues above $60 million in 2025.
Mario Brumat, CEO of Narayan Group, stated, "We believe this strategic transaction with Edible Garden represents a transformative opportunity to combine Narayan's high-growth business model and strong European market leadership with Edible Garden's innovative CEA technology and established distribution channels in North America. Together, we expect to be able to accelerate market expansion, particularly in the U.S. and Canada, by delivering products that meet rising consumer demand for organic and sustainable food products. We anticipate this collaboration will drive operational efficiencies, and provide cross selling opportunities of our combined product lines throughout North America and Europe which should provide immediate short-term and sustainable long-term shareholder value through scalable growth and increased market share in the growing market sector we are addressing."
Jim Kras, CEO of Edible Garden, added, "We believe Narayan Group's proven success and alignment with our Zero-Waste Inspired® vision will allow us to build scale, expand internationally, and enhance our operational efficiency. This value acquisition should position us to create meaningful value for our shareholders by meeting the growing demand for sustainable, plant-based food products. Narayan has demonstrated strength in acquiring and developing products under a vertically integrated supply chain management strategy resulting in strong gross margins throughout Europe. We believe this transaction will provide us with immediate value, allow us to introduce Narayan's products into the North American market and provide a much stronger base to grow in the future. Our combined strategy will be to build on Narayan's footprint in Europe with their ability to acquire other successful product offerings and to expand those through our established and growing North American channels."
Under the terms of the LOI, in consideration for 100% of the share capital of Narayan d.o.o. (the parent of the Narayan Group companies), Edible Garden will issue to the Narayan shareholders shares of Edible Garden common stock. Subject to completion of the respective parties' due diligence investigation and receipt by Edible Garden of an opinion from an independent investment banker that the terms of the transaction are fair to the Edible Garden stockholders from a financial point of view, it is anticipated that a majority of the fully-diluted outstanding shares of Edible Garden common stock at closing will be issued to the Narayan shareholders.
The LOI contemplates that, subject to Nasdaq requirements, a majority of the members of the Edible Garden board of directors shall be designated by the Narayan shareholders or their affiliate. Jim Kras will continue to serve as the Chairman and Chief Executive Officer of Edible and Mario Brumat, the current president of Narayan will continue to head European operations and serve as a member of the Edible Garden board of directors.
Closing of the transaction is expected to be subject to a number of closing conditions, including a satisfactory due diligence investigation by both parties, completion of a €6.0 million equity financing for Narayan, consummation of a contemplated reverse stock split of the current outstanding shares of common stock of Edible Garden, execution of employment agreements for Messrs. Kras and Brumat, establishment of a 2025 Equity Incentive Plan for Edible and approval of the transaction by the Edible Garden stockholders.
About the Narayan Group
The Narayan Group produces over 100 organic food products that are certified vegan and organic under private label and proprietary brand offerings. Its products are sold and distributed by many of the largest food retailers primarily in Europe and US.
Narayan products are available through retail channels with a combined reach of approximately 75,000 retail stores globally, located in more than 30 countries, primarily within the EU. The Narayan growth strategy includes entry into the United States and Canadian markets and strategic acquisition of other businesses in the food segment.
About Edible Garden®
Edible Garden AG Incorporated is a leader in controlled environment agriculture (CEA), locally grown, organic, and sustainable produce and products backed by Zero-Waste Inspired® next generation farming.
Offered at over 5,000 stores in the US, Caribbean and South America, Edible Garden is disrupting the CEA and sustainability technology movement with its safety-in-farming protocols, use of sustainable packaging, patented GreenThumb software and Self-Watering in-store displays.
For more information:
Edible Garden
283 County Road 519
Belvedere, NJ 07823
Tel.: (844) 344-3727
www.ediblegarden.com