Inside information: Duell has agreed to acquire UK based Tran-Am Ltd

Duell Corporation (“Duell”) has agreed to acquire the entire share capital of the UK based company Tran-Am Ltd (“TranAm” or the “Company”). TranAm is a leading distributor and wholesaler of premium clothing and accessories for motorcycling.

The acquisition of TranAm is part of Duell’s growth strategy and supports Duell’s geographical expansion and brand portfolio development. The acquisition significantly strengthens Duell’s foothold in the large UK market and provides a platform for future growth. Through the acquisition, Duell will gain access to the most important retail chains in the UK and can achieve cross-selling synergies by utilising TranAm’s wide dealer network to sell selected Duell house brands. Additionally, Duell expects to achieve post-Brexit operational benefits by delivering products directly to and from TranAm’s UK warehouse. In total, the acquisition is expected to bring annual cost synergies of around EUR 200 thousand, which are expected to be realised within 12 months of the closing of the transaction.

Duell acquires the entire share capital and full voting rights of TranAm for a total purchase price of GBP 11.875 million. The acquisition is planned to be financed with a combination of new equity and cash reserves. The purchase price will be paid in two instalments with approximately 60% of the purchase price being paid at the time of closing, which is expected to take place in March 2023. Closing of the transaction is subject to successfully raising new equity for the first instalment of the purchase price. The second instalment, which equals approximately 40% of the purchase price will be paid by end of 2023. TranAm has a strong balance sheet with a net cash position and high profitability, which combined with the contemplated equity issue to finance the acquisition strengthens Duell’s financial position.

Founded in 1976, TranAm had net sales of GBP 10.7 million and EBITA of GBP 2.1 million in fiscal year ending March 31, 2022 (unaudited, according to UK GAAP). TranAm offers its products to over 400 dealers. The motorcycle category represents over 90% of sales, while simultaneously the Company also has a smaller offering of ski, snowboarding and pet accessories. TranAm currently employs 28 people and has its office and warehouse in New Milton, UK. The Company is owned by the Lloyd family.

Duell plans to merge TranAm’s operations with its existing UK operations. Pete Lloyd, TranAm’s Managing Director and one of its current owners, will continue to head the operations after the acquisition.

Carnegie Investment Bank AB (publ.), Finland Branch (“Carnegie”) has been appointed financial adviser to Duell to explore equity financing alternatives in relation to the transaction.

TranAm Ltd key figures (unaudited UK GAAP) (fiscal year 1 April-31 March)

Income statement (GBP million)	2022	2021
Net sales	10.7	6.7
Operating profit	2.1	1.1
Operating profit, % of net sales	19.8%	16.0%
Balance sheet (GBP million)	March 31, 2022	March 31, 2021
Equity ratio, %	73.2%	71.1%
Equity	6.6	5.3
Total assets	9.0	7.4

“I am very pleased that we can significantly strengthen our market position in the UK. The acquisition of TranAm provides us with fast access to the large UK market and a strong foothold to further grow our business by also bringing our own brands to a wide range of consumers in the UK through TranAm's existing distribution channels. TranAm has been very successful with motorcycle clothing business”, says Jarkko Ämmälä, CEO of Duell.

“I am delighted to join our forces with Duell to grow our business jointly and as part of one of Europe's leading powersports wholesalers. I believe we will achieve significant sales synergies by offering a more comprehensive product portfolio to our established customer base”, says Pete Lloyd, Managing Director of TranAm.

The acquisition will have no impact on Duell's financial outlook for the financial year 2023 or on the company's medium-term financial targets.

Webcast for investors and media

Duell will arrange a live webcast for investors and media on February 27, 2023, at 10.30 am EET. The webcast can be followed online through this link. A presentation will be held by CEO Jarkko Ämmälä and IR Pellervo Hämäläinen. A recording of the event will be available later the same day at https://investors.duell.eu/.

Further information

Jarkko Ämmälä, CEO

Duell Corporation

+358 50 056 5149

jarkko.ammala@duell.eu

Pellervo Hämäläinen, Communications and IR Manager

Duell Corporation

+358 40 674 5257

pellervo.hamalainen@duell.eu

Certified Advisor

Oaklins Merasco Ltd

+358 9 612 9670

Duell Corporation (Duell) is an import and wholesale company based in Mustasaari, Finland, established in 1983. Duell imports, manufactures, and sells products through an extensive distribution network in Europe covering 8,500 dealers. The range of products includes 150,000 items under 500 brands. The assortment covers spare parts and accessories for motorcycling, bicycling, ATVs/UTVs, mopeds and scooters, snowmobiling and boating. Logistics centres are located in Finland, Sweden, Netherlands and France. Duell’s net sales in 2022 was EUR 124 million and it employs over 200 people. Duell’s shares were listed in November 2021 and are traded on the First North Marketplace. www.duell.eu

Important notice

This release contains forward-looking statements, including, without limitation, statements regarding Duell‘s strategy, business plans and focus. The words “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “target” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Any forward-looking statements in this release are based on management‘s current expectations and beliefs and are subject to a number of risks, uncertainties and important factors that may cause actual events or results to differ materially from those expressed or implied by any forward-looking statements contained in this release, including, without limitation, any related to Duell‘s business, operations, supply chain, strategy, goals, acquisition synergies and anticipated timelines and competition from other companies. Duell cautions you not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. Any forward-looking statements contained in this release represent Duell‘s views only as of the date hereof and should not be relied upon as representing its views as of any subsequent date.