Divestment of Urbanista for MEUR 25

STRAX AB has, through its subsidiary STRAX Holding GmbH, divested its ownership of Urbanista AB for at total consideration of the equivalent of approximately MEUR 25 to P Capital Partners AB (“PCP”), with a potential future upside for the Group.
 
STRAX acquired Urbanista in 2014 and has since developed Urbanista to become a brand represented globally with a very relevant and solid product portfolio.
 
Urbanista has had a strong development the last couple of years but have been constrained because of financial challenges of the STRAX Group in general. Under new ownership Urbanista will have the chance to reach its full potential.
 
The consideration of approximately MEUR 25 will be fully assigned towards the outstanding loans under the facility agreement with PCP. The sale will also lead to a capital gain of approximately MEUR 15.

About PCP
PCP is a Swedish-based European credit investor managing funds of around €4 billion, which acts as a strategic financial partner to family businesses and entrepreneurs. Founded in 2002, PCP provides tailored funding solutions for expansion, acquisition financing and refinancing. Over the last two decades, PCP has partnered with and invested in around 170 companies and helped them maximize their potential.

About Urbanista
Urbanista was born in 2010 in Stockholm, Sweden out of love for cities and urban life. Our products are rooted in Scandinavian design tradition and inspired by music, arts, fashion and urban culture. We believe that lifestyle audio products should not only sound great, but also look good. Today, our products are available in over 90 countries, and sold in 30,000 stores worldwide.

Interim Report Q3 2023

STRAX – Tough trading conditions remain, yet managed to complete first divestment process

The Group’s sales for the period January 1 – September 30, 2023, amounted to MEUR 20.4 (25.9) with a gross margin of 14.2 (17.9) percent.

The Group’s result for the period January 1 – September 30, 2023, amounted to MEUR -26.6 (-6.4) corresponding to EUR -0.22 (-0.05) per share.

EBITDA from remaining operations for the period January 1 – September 30, 2023, amounted to
MEUR -14.6 (-2.1).
 
Equity as of September 30, 2023, amounted to MEUR -33.6 (4.7) corresponding to EUR -0.28 (0.04)
per share.
 
Auditors’ review report of the interim report includes a reservation concerning the Segment distribution as well as information of special importance.
 
As of September 30, 2023, STRAX is not fulfilling the special conditions in the loan agreement with PCP due to the development of profitability and financial position in the Group. STRAX board and management is working closely with PCP on the strategical and tactical plan to return to compliance of the agreement. The plan includes divestment of non-core assets to increase focus as well as reduce costs and lightening the balance sheet and in the longer perspective increase the financial position of the Group. In addition, several initiatives have been taken to partially divest and find strong financial partners for core parts of the business to ensure they can continue to grow and prosper without being limited by the constrained cash of the Group. With these initiatives we are optimistic STRAX will be sitting on solid assets that will continue to develop in the right direction and generate value for STRAX and its stakeholders. STRAX is now executing the plan and expects to considerably lower the debt level of the Group during 2023 and 2024 and in particular repay significant parts of the outstanding amounts under the loan agreement. The board and management have taken numerous actions to ensure the remaining business returns to profitability as well as taking actions on loss making operations being discontinued. After the end of the period STRAX has received a waiver from PCP concerning the breach.

STRAX signed a MEUR 10 investment agreement with ZEBRA Invest GmbH, a Germany based investment company, for 50.1% ownership of its European based distribution business. All closing conditions have been fulfilled and the transaction closed during the period. The divestment of the majority ownership in the European Distribution represented the full Segment “Distribution” and as an effect it has been reported applying IFRS – Discontinued operations. The effect is that the profit or loss for the period January 1 – September 30, 2023 and July 1 – September 30, 2023 and corresponding figures last year has been reported Profit/loss from discontinued operations in the Income statement. The result relating to the divestment of the Distribution, including goodwill, amounted to MEUR 0.5.
 
STRAX subsidiary Urbanista launched Malibu, the world’s first solar charging speaker using Powerfoyle solar cell technology by Exeger. Following the previous highly successful launches of the Los Angeles solar charging headphones in 2021 and Phoenix earphones in 2022, the addition of the Malibu speaker to the family of solar powered products completes the brand’s offering in the segment. The launch of Malibu speaker further cements Urbanista’s position as the leader in the category in the audio space.
 
Pia Anderberg decided to resign as a Board Member. Pia was elected as a Board Member in 2018 and has ever since contributed greatly to STRAX. Pia Anderberg has several other board assignments and has recently accepted to join the board of a larger corporation and in light of this will no longer have capacity to be engaged as a board member of STRAX.
 
 
“We remain committed to completing our restructuring plan with the objective of presenting a better funded, leaner, and simpler company that has solid growth potential with healthy underlying margins. Our entire team is fully engaged to achieve the desired outcome and I’m thankful for their continued belief in our mission.
Once and again, I would like to thank all our stakeholders for their patience and support whilst we future proof STRAX “.
 
Gudmundur Palmason, CEO

Moved date for the Q3 interim report to Thursday November 30, 2023

At a Board meeting today with the board of directors in STRAX AB it was decided to postpone the publication of the Q3 report to Thursday November 30, 2023. The reason for the decision is ongoing discussions with the lenders of the company.

The report is planned to be released in the evening Thursday November 30, 2023, following a board meeting in the company.
 
 
This information was submitted for publication, through the agency of the contact person set out above, at 7:00 pm CET
on 29 November 2023.

Changes in the Board of Directors

Pia Anderberg has decided to resign as a Board Member of STRAX. Pia was elected as a Board Member in 2018 and has ever since contributed greatly to STRAX.

Pia Anderberg has several other board assignments and has recently accepted to join the board of a larger corporation and in light of this will no longer have capacity to be engaged as a board member of STRAX. 

“Pia has been a very valued Board Member in STRAX and we truly regret to see her leave,” says Bertil Villard, Chairman of STRAX. 

“I have, during the last, almost, 6 years highly appreciated working together with a very interesting and innovative team at STRAX. Together we have managed to overcome many challenges and renew the company. It is a bit sad to have to leave at this point in time, but life brings us in different directions. I wish the STRAX team all the best luck in harvesting all the positive things I am convinced they have ahead of them,” says Pia Anderberg.

Investor completes 10 MEUR capital injection into STRAX European distribution and new logistics deals secured

Pursuant to the investment agreement announced on July 13, 2023, STRAX announces the completion of the MEUR 10 share capital increase from ZEBRA Invest GmbH, a German based investment company, for 50.1 percent ownership of its European based distribution business.
The transaction was subject to customary closing conditions and those conditions were met and the investment completed.

STRAX distribution has furthermore secured new business within logistics and fulfilment, which will make the company less mobile accessories industry dependent moving forward.
 
“The partnership with ZEBRA has started in a very positive way. We are already working on sizable logistics deals where our supply chain expertise has been leveraged and we are actively pursuing new opportunities within the broad ZEBRA network. We see a good value potential for the 49.9 percent minority interest STRAX AB maintains in the European distribution business” says Gudmundur Palmason, CEO, Strax Group.

Urbanista Malibu solar charging speaker wins 17 media awards at IFA 2023 trade show

STRAX subsidiary Urbanista, which recently launched the Urbanista Malibu solar charging speaker powered by Powerfoyle™ solar cell material – wins 17 media awards at the IFA 2023 trade show in Berlin, including Trusted Reviews Best in Show, TechRadar Best of IFA and Gadgety Awards Best of IFA.

In August, the Swedish lifestyle audio brand Urbanista, launched Urbanista Malibu together with Swedish innovation company Exeger. Following the previous highly successful launches of the Los Angeles solar charging headphones in 2021 and Phoenix earphones in 2022, the addition of the Malibu speaker to the brand’s family of solar powered products completes its offering in the segment. At IFA 2023 in Berlin, one of the world‘s largest trade shows for consumer electronics, Urbanista Malibu won a total of 17 media awards as the best of IFA 2023 from several tech reviewers.

”I am excited to see our ground-breaking Urbanista Malibu solar charging speaker being recognized by numerous leading global tech media at IFA 2023. We see great potential in this unique speaker product and I believe these awards are validation of the continued success we are seeing with Urbanista’s solar powered audio products and our sustainable technology partnership with Exeger, further cementing Urbanista’s position as the leader in the category in the audio space.“ says Gudmundur Palmason, CEO of STRAX AB.

About Urbanista Malibu
Urbanista Malibu is the world’s first solar charging outdoor activity speaker powered by Powerfoyle solar cell technology. The speaker features a seamlessly integrated Powerfoyle solar cell that can convert all forms of light, indoor or outdoor, into clean device-powering energy. Located on the top of the speaker, the solar cell extends the speaker’s playtime when exposed to light.

Made out of recycled plastic and fabrics, the IP67-rated Malibu speaker is fully waterproof and protected against sand, dust and dirt, keeping the music going all day long, whatever the conditions. The speaker also supports stereo pairing for connecting two Malibu speakers together for bigger stereo sound.

About Urbanista
Urbanista was born in 2010 in Stockholm, Sweden out of love for cities and urban life. Our products are rooted in Scandinavian design tradition and inspired by music, arts, fashion and urban culture. We believe that lifestyle audio products should not only sound great, but also look good. Today, our products are available in over 90 countries, and sold in 30,000 stores worldwide.

Interim report Q2 2023

STRAX – Challenging quarter albeit strong gross margin development, whilst focus remains on the restructuring plan

The Group’s sales for the period January 1 – June 30, 2023, amounted to MEUR 35.2 (61.0) with a gross margin of
32.1 (17.7) percent.

The Group’s result for the period January 1 – June 30, 2023, amounted to MEUR -6.5 (-2.0) corresponding to
EUR -0.05 (-0.02) per share.

EBITDA from remaining operations for the period January 1 – June 30, 2023, amounted to MEUR 0.2 (2.4).
 
Equity as of June 30, 2023, amounted to MEUR -12.2 (10.5) corresponding to EUR -0.10 (0.09)
per share.
 
STRAX has worked out a tactical plan involving divesting certain assets to strengthen the liquidity and balance sheet. As a part of that, PCP has also agreed to restate the covenants for Q1, Q2 and Q3 of 2023 to adjust for the current situation. STRAX thereby returns to being in compliance with the loan agreement, even though some of the actions have been somewhat delayed due to market conditions and seasonal delays. STRAX is now executing the plan and expects to considerably lower the debt level of the Group during 2023 and 2024.

Significant events after the end of the period

STRAX signed a MEUR 10 investment agreement with ZEBRA Invest GmbH, a Germany based investment company, for 50.1% ownership of its European based distribution business. The enterprise value of the Strax European distribution business in the transaction is MEUR 32 and the transaction will furthermore reduce debt within remaining STRAX by MEUR 12. All closing conditions have been fulfilled and the transaction will be completed on or before August 31, 2023.

STRAX subsidiary Urbanista launched Malibu, the world’s first solar charging speaker using Powerfoyle solar cell technology by Exeger. Following the previous highly successful launches of the Los Angeles solar charging headphones in 2021 and Phoenix earphones in 2022, the addition of the Malibu speaker to the family of solar powered products completes the brand’s offering in the segment. The launch of Malibu speaker further cements Urbanista’s position as the leader in the category in the audio space.

“We remain focused on our restructuring plan to strengthen our balance sheet and improve liquidity and recently signed an investment agreement for 50.1% of our European distribution business, valuing it at 32 MEUR. Our core own brands, Urbanista, Clckr and Planet Buddies have continued to win new retail accounts in North America,
paving the way for a strong H2”.

Gudmundur Palmason, CEO

Urbanista takes one step further strengthening its position as the leader in the solar powered audio space by introducing Urbanista Malibu solar charging speaker

STRAX subsidiary Urbanista launches Malibu, the world’s first solar charging speaker using Powerfoyle solar cell technology by Exeger. Following the previous highly successful launches of the Los Angeles solar charging headphones in 2021 and Phoenix earphones in 2022, the addition of the Malibu speaker to the family of solar powered products completes the brand’s offering in the segment. The launch of Malibu speaker further cements Urbanista’s position as the leader in the category in the audio space.

The launch of the Malibu speaker further sets Urbanista on an even stronger sustainability path with a broad approach to sustainability, including recycled plastic and fabrics on the product as well as paper and materials in the packaging, in addition to the clean energy benefits provided by the integrated Powerfoyle solar cell technology.

 “It is exciting and impressive to see the development of the level of products from Urbanista over the past 18 months – lifting the quality, experience and comfort to the next level all over the lineup. The complete range of products in the solar charging family clearly sets the brand apart from the competition and I am happy to see again a strong collaboration with Exeger in developing the product and adding the unique Powerfoyle technology to a product that would give the competition a run even without this unique feature.

 I am very happy to see Urbanista grow and elevate both when it comes to products and the brand itself, something you can clearly see for example with the collaboration with one of the global fashion giants like Hugo Boss earlier this summer, when Urbanista launched a limited-edition collaboration version of the Urbanista Los Angeles solar powered headphones together with the HUGO brand.

2023 as well as the future looks very promising for Urbanista and we look forward to continued strengthening of the brand and capturing the growth potential.” says Gudmundur Palmason, CEO STRAX Group.

About Urbanista
Urbanista was born in 2010 in Stockholm, Sweden out of love for cities and urban life. Our products are rooted in Scandinavian design tradition and inspired by music, arts, fashion and urban culture. We believe that lifestyle audio products should not only sound great, but also look good. Today, our products are available in over 90 countries, and sold in 30,000 stores worldwide.

STRAX brings an investor into its European distribution business in a transaction valuing that business unit at MEUR 32.

STRAX, the mobile accessories specialist, has secured MEUR 10 investment from ZEBRA Invest GmbH, a Germany based investment company, for 50.1% ownership of its European based distribution business. The enterprise value of the Strax European distribution business in the transaction is MEUR 32 and the transaction will furthermore reduce debt within remaining STRAX by MEUR 12. The transaction is the first of several STRAX is working in parallel, most of which are expected to close in 2023.

The MEUR 10 investment by ZEBRA is executed by way of a share capital increase in STRAX GmbH, the parent company of the European Distribution business. Subsequently ZEBRA will own 50.1% of STRAX GmbH with STRAX AB owning the remaining 49.9%. The effective transaction date is 1 July 2023 and from that date onwards the European distribution business of STRAX will no longer be considered as part of the consolidated financial statements of STRAX AB but accounted for using the equity method. The MEUR 10 consideration will significantly improve the liquidity of the distribution business. The transaction is subject to customary closing conditions.

STRAX GmbH will continue to distribute all STRAX brands in Europe, including Urbanista, Clckr and Planet Buddies.

The European distribution business generated sales of MEUR 70.2 and EBIT of MEUR 6.9 in 2022. While the transaction will reduce STRAX’s consolidated annual sales and EBIT it will also reduce headcount by 105 FTEs and OPEX by 50% and contribute with a share of profit through the equity method, therefore mitigating the EBIT impact on a consolidated basis. Additionally, STRAX interest bearing debt will effectively be reduced by MEUR 12.

Commenting on the transaction, Gudmundur Palmason, CEO, STRAX Group, says:
”We acquired STRAX GmbH for MEUR 15 back in 2006 and we have managed to grow and develop that business through several challenging macro cycles. Selling the majority of the European distribution business today marks a change in direction for STRAX, whereby we are transitioning towards a pure house of brands retaining significant ownership in a respected European based value-added distributor. Bringing in Zebra, whom we know well, will additionally enable the European Distribution business to expand its value proposition in the field of logistics services and the MEUR 10 capital injection will also support growth in the core distribution of mobile accessories. This truly is a win-win transaction for all parties involved. This is only the first transaction to close out of the ones that have been communicated as being worked on and as such provides for good momentum to bring the others over the line.”

ZEBRA Invest GmbH’ Managing Directors, Yannick Todtenhöfer and Julius Franz commented:
”We have developed a strong partnership with STRAX and they have proven to be a reliable logistics partner, judging from the mutual success we enjoyed delivering Covid-19 antigen tests in Germany. We are reviewing several new logistics opportunities with STRAX and look forward to being an integrated part of delivering those as well as being a considered part of the next chapter in the
STRAX European distribution business.”

For further information please contact Gudmundur Palmason, CEO, Strax AB, +46 8 545 01750

This information is information that STRAX is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, on July 13, 2023 at 04:25 CEST.

Bulletin from STRAX AB’s Annual General Meeting

At today’s Annual General Meeting in Strax AB (publ) it was resolved to adopt the income statement and the balance sheet for the company, as well as the consolidated income statement and balance sheet for the year 2022. Furthermore, it was resolved that the distributable funds should be transferred to profit carried forward. The Annual General Meeting resolved to discharge the board members and the CEO from liability.

It was resolved that the number of members of the Board of Directors, for the time until the end of the next Annual General Meeting, shall be five (5) ordinary Directors and no deputy Directors. It was resolved, in accordance with the Nomination Committee’s proposal, that Bertil Villard, Anders Lönnqvist, Gudmundur Palmason, Pia Anderberg and Ingvi Tyr Tomasson are re-elected as members of the Board of Directors, all for the period until the end of the next Annual General Meeting. It was further resolved that Bertil Villard is re-elected as chairman of the Board of Directors for the period until the end of the next Annual General Meeting. It was further resolved to re-elect Mazars AB, with authorised public accountant Samuel Bjälkemo as auditor in charge, and the authorised public accountant Andreas Brodström, also at Mazars AB, as auditors for the period until the end of the next Annual General Meeting.

It was resolved that the remuneration for the members of the Board of Directors shall remain unchanged from the previous year, meaning that each member of the Board of Directors who is considered to be independent in relation to major shareholders shall receive SEK 150,000, and the chairman of the Board of Directors shall receive SEK 225,000. It is thus Bertil Villard, Anders Lönnqvist and Pia Anderberg that shall receive remuneration, whereas remuneration to the Board of Directors shall be paid with a total of SEK 525,000. It was further resolved that the remuneration to the auditor, for the time until the end of the next Annual General Meeting, shall be paid as per current account as approved by the company.

It was further resolved, in accordance with the proposal from the Board of Directors, to authorise the Board of Directors to, up until the next Annual General Meeting, on one or several occasions and with or without preferential rights for the shareholders against cash payment or against payment through set-off or in kind, or otherwise on special conditions to issue new shares, warrants and/or convertibles. However, such issue of shares must never result in the company’s issued share capital or the number of shares in the company at any time, being increased by more than a total of 10 per cent. The previous authorisation to issue new shares and which was given at last year’s Annual General Meeting, was valid up to this year’s Annual General Meeting and has consequently lapsed.

The Annual General Meeting resolved, in accordance with the Board of Directors’ proposal, to authorise the Board of Directors to resolve on the acquisition and sale of the company’s own shares. The following shall apply for acquisition and sale of the company’s own shares:

  1. Acquisition and sale of own shares shall exclusively take place on Nasdaq Stockholm.
  2. The authorisation may be utilised on one or several occasions until the 2024 Annual General Meeting.
  3. Shares may be acquired to the extent that the company’s holding of its own shares, on any occasion, does not exceed ten (10) per cent of the company’s total shares. Sale may be carried out of not more than the number of shares acquired under this authorisation.
  4. Acquisition and sale of shares may only take place at a price within the price interval, on any occasion, recorded on Nasdaq Stockholm, which refers to the interval between the highest buying price and the lowest selling price.

Additional information regarding the resolutions of the Annual General Meeting can be found in the proposals to the Annual General Meeting, which were prepared and that can be found on the company’s website.