Nichols (NICL) investor relations material

Deal rationale and strategic fit

• Acquisition of VITHIT, a leading functional soft drinks brand, aligns with the strategy to expand in the fast-growing health and wellness category and complements the existing portfolio.

• VITHIT operates in up to 15 countries, with strong positions in the UK and Ireland, and offers differentiated, low-calorie, vitamin-based products.

• The deal fills a key white space in the portfolio, unlocking new consumer occasions and leveraging established distribution networks.

• Asset-light, plug-and-play model ensures smooth integration and complements existing operations.

• Supports long-term growth ambitions and accelerates evolution into a broader packaged portfolio.

Financial terms and conditions

• Total cash consideration of €75 million (approx. £64 million) on a debt-free, cash-free basis, funded from existing cash reserves.

• New revolving credit facility for working capital only; group remains net cash positive post-acquisition.

• One-off transaction costs of approx. £2.5 million expected.

• Immediate earnings enhancement and positive contribution to EPS.

• No further M&A activity planned for at least 18 months, with capital allocation focused on integration and organic growth.

Synergies and expected cost savings

• Identified annual cost synergies exceeding €1 million, primarily from procurement, overhead leverage, and support function efficiencies.

• Revenue synergies expected from expanded UK distribution, international growth, and new product development.

• Tax optimization opportunities leveraging Ireland’s lower corporate tax rate and efficient operating structure.

• Additional upside possible from procurement and operational synergies not yet factored into the business case.

• Opportunities for operational efficiencies leveraging existing infrastructure.