REG - Tooru PLC - Tooru agrees in principle to acquire Mylky B.V.

TooruAnnouncement

16/04/2026 07:00

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RNS Number : 6599A  Tooru PLC  16 April 2026

 

 

16 April 2026

Tooru plc

 

("Tooru" or the "Company" or the "Group")

 

Tooru agrees in principle to acquire Mylky B.V. to expand its portfolio of
leading brands

 

Tooru, the AIM listed company focused on the branded health and wellness
sector, is pleased to announce that it has agreed terms, subject to contract,
to acquire 100% of the share capital of Mylky B.V. ("Mylky"). Mylky is a
leading branded consumer e-commerce business, selling small plant-based home
milk making machines and associated products throughout Europe, capitalising
on the fast-growing consumer demand for healthy, "free from" plant-based
products.

 

Highlights

 

·    Agreement, subject to contract, to acquire 100% of the share capital
of Mylky

 

·    Purchase price of £12 million comprising:

-     a cash consideration element of £6 million from existing cash
resources and new debt funding

-     a loan note of £3 million

-     an issue of new Tooru shares, equivalent to £3 million, anticipated
to represent between 10% to 15% of the enlarged group, implying a value for
Tooru of circa £17 million

 

·    Mylky is a leading branded consumer e-commerce business, selling
small plant-based home milk making machines and associated products throughout
Europe.

 

·    Mylky expected by its management to have generated revenue of €7.5
million and EBITDA of €2.5 million in 2025 with high margins and levels of
cash generation.

 

·    Clear opportunity for the business to grow significantly in both
existing and new markets, including the UK, driven in part by an increasing
number of consumers switching from cow milk to plant-based milk.

 

·    Mylky is complementary to the existing Tooru brands of Juvela, OAF
and Pulsin and would further develop Tooru's position as a leading consumer
brands company in the "free from" sector.

 

·   Completion of a transaction is subject to, inter alia, completion of
satisfactory due diligence, financing, definitive documentation and
shareholder approval.

 

The Mylky machine enables consumers to prepare a variety of plant-based milks
in a simple and straightforward way, at home, for a fraction of the cost of
ready-made products, and with the added benefit of being additive free.
Furthermore, home production leads to a significant reduction in packaging and
the related carbon footprint compared to shop bought, ready-made products.
This further underpins Mylky's environmental and healthy credentials, often a
critical decision-making factor for "free from" consumers.

 

The consideration for the proposed acquisition will be £12 million which,
given Mylky's cash generation capability, is expected to be financed
principally through debt and associated funding. The terms of the proposed
transaction, which are subject to contract, are summarised below.  Completion
of a transaction is subject to, inter alia, completion of satisfactory due
diligence, financing, definitive documentation and shareholder approval.

 

Mylky has exhibited phenomenal growth since it was launched in early 2024 and,
for 2025, it is expected by its management to have generated revenue of €7.5
million and EBITDA of €2.5 million, on an unaudited basis, with high margins
and cash generation.  Trading for the first three months of 2026 is already
ahead of budget which represents a significant uplift on the prior year - with
figures for the last 12 months to 31 March 2026 expected to increase to
revenue of €9 million and EBITDA of €3.1 million.

 

Mylky has also expanded rapidly across multiple European markets with a
presence in eight countries, the biggest of which are Germany, France and
Switzerland.  The company has a large and active customer list of over
70,000, demonstrating strong brand loyalty and providing a base for repeat and
new products going forward. Sustainability is at the core of Mylky's values
which is a key element supporting Mylky's success in this sector. The current
management team, led by Martin Sundberg, have excellent marketing and
development skills, including social media expertise, which have enabled them
to establish a market presence over such a short time period.  It is
envisaged that the Mylky team would join Tooru's senior management as part of
the acquisition.

 

Tooru believes that there is a clear opportunity for the business to continue
to grow significantly in both existing and new markets, including the UK,
driven in part by an increasing number of consumers switching from cow milk to
plant-based milk.  A number of launches are already planned for new markets
in the short term.  Furthermore, Mylky is complementary to the existing Tooru
brands of Juvela, OAF and Pulsin and would further develop Tooru's position as
a leading consumer brands company in the "free from" sector.  In particular,
a number of synergy and co-branding opportunities between Mylky and the Tooru
portfolio have already been identified.

 

Tooru also has a track record of successful product innovation, such as the
development of its OAF brand.  This would greatly assist the further
development of the Mylky brand and its product range. For example, there could
be opportunities to provide Mylky ingredients on, say, a subscription basis.
Tooru also believes that there is a global trend for consumers making fresh
"free from" products at home and that such a concept could easily be extended
to other healthy wellness products.

 

The full conditional acquisition terms are summarised below. Furthermore,
notwithstanding the size of the proposed acquisition of Mylky, the Company has
been advised that it would not amount to a Reverse Transaction under the AIM
Rules but, given its size, the Company still intends to seek shareholder
approval for the transaction.  The overall consideration for Mylky is £12
million, comprising:

 

·    a cash consideration element of £6 million from existing cash
resources and new debt funding, payable on closing,

·    a loan note of £3 million with a coupon of 10% per annum with a
3-year term, repayable on a bullet basis at the end of the term

·    an issue of new Tooru shares equivalent to £3 million, anticipated
to represent between 10% to 15% of the enlarged group following completion of
the proposed acquisition, implying a value for Tooru of circa £17 million

·    sufficient cash will transfer across with the business to fund
current working capital and future expansion

·    Tooru has been granted a 3-month period of exclusivity for the
acquisition of Mylky

 

The Board of Tooru envisages financing the proposed transaction using an
institutional debt provider, noting the previous experience that the Board of
Tooru has had in securing the Shawbrook facility for its acquisition of
Juvela. The Board has already had positive preliminary discussions with a
number of lenders. However, completion of a transaction is subject to, inter
alia, completion of satisfactory due diligence, financing, definitive
documentation and shareholder approval and there can be no guarantee, at this
stage, that the proposed acquisition will be completed.

 

Scott Livingston, CEO, said:

 

"We are very excited about the opportunity to grow Mylky and to build it
alongside Pulsin, Juvela and OAF.   We see many interesting ideas and
innovation potential for home based "free-from" food and drink production and
subscription/regime type offerings. The acquisition of this profitable
business would both enhance and add scale to the Tooru group that will help
its public journey in the short term and create value for our shareholders.
The team at Mylky are exceptional and we all look forward to working together
going forward. We believe that this is very much the first step in the
implementation of our stated buy and build strategy."

 

Martin Sundberg, CEO of Mylky, said:

 

"We're proud of what the Mylky team has built over the past two years. From
day one, our focus has been on building a high-quality brand that empowers
consumers to make more conscious food choices. We believe Tooru is an
excellent strategic fit for Mylky's next phase of development, sharing our
long-term approach to brand building and bringing complementary capabilities
to support continued growth. We're excited about the opportunities ahead and
the next chapter."

 

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 as it forms part of UK Domestic Law pursuant to the Market
Abuse (Amendment) (EU Exit) regulations (SI 2019/310).

 

Enquiries:

 

 Tooru plc                                         Tel: +44 (0) 20 3475 0230

 Scott Livingston, CEO
 Nominated Adviser

 Beaumont Cornish Limited                          Tel: +44 (0) 20 7628 3396

 Roland Cornish / Asia Szusciak / Felicity Geidt
  Joint Broker

 Fortified Securities                               Tel: +44 (0) 20 7186 9950

 Guy Wheatley / Mark Wheeler
 Joint Broker

 Shard Capital Partners LLP                        Tel: +44 (0) 20 7186 9950

 Damon Heath / Erik Woolgar
 Joint Broker                                      Tel: +44 (0) 20 3179 5300

 Oberon Capital

 Nick Lovering / Adam Pollock / Aimee McCusker

 

Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated
Adviser and is authorised and regulated by the FCA. Beaumont Cornish's
responsibilities as the Company's Nominated Adviser, including a
responsibility to advise and guide the Company on its responsibilities under
the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed
solely to the London Stock Exchange. Beaumont Cornish is not acting for and
will not be responsible to any other persons for providing protections
afforded to customers of Beaumont Cornish nor for advising them in relation to
the proposed arrangements described in this announcement or any matter
referred to in it.

 

 

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