Hydrofarm Holdings Group, Inc. (“Hydrofarm”) (Nasdaq: HYFM), a leading independent distributor and manufacturer of hydroponics equipment and supplies for controlled environment agriculture (“CEA”), announced it has entered into an agreement to acquire Aurora Innovations, Inc., Aurora International, Inc., and Gotham Properties LLC, (“Aurora”), a Eugene, Oregon-based manufacturer and supplier of organic hydroponic products. Aurora’s Roots Organics and Soul soil, grow media and nutrients brands, as well as its Procision perlite and peat moss professional mixes will be added to Hydrofarm’s lineup of high performance, proprietary branded products.
Hydrofarm will fund the closing transaction consideration of $161 million using a combination of cash and approximately $26 million in newly issued HYFM common stock. The referenced transaction consideration excludes a potential earn out payment estimated at approximately $21 million based on achievement of certain performance metrics. Under the terms of the transaction agreement, Aurora will become a wholly-owned indirect subsidiary of Hydrofarm Holdings Group, Inc. Subject to customary closing conditions, the transaction is expected to be completed in July 2021.
Founded in 2000, Aurora is a family-owned business with a strong vertically integrated manufacturing base with three locations across North America. The company is dedicated to ethical and sustainable practices and offers comprehensive plant fertility product lines free from harmful chemical residues and pesticides. Aurora will add to Hydrofarm’s growing proprietary brand nutrient and grow media line-ups, including its first organic nutrient and premium soil brands. Hydrofarm will also gain new domestic manufacturing and distribution capabilities on the east and west coasts along with a peat moss harvesting operation in Canada.
“We are pleased to welcome Aurora into our portfolio of quality brands, as our momentum continues to build on the acquisitions front. Aurora has blazed trails for earth-friendly growers, and their Roots Organics line is very popular – a standout for its focus on microbe stimulants,” said Bill Toler, Chairman and Chief Executive Officer of Hydrofarm. “Aurora’s pioneering R&D lab work in plant nutrition over the past 10-plus years has led to the development of innovative products that improve yields for growers, while simultaneously advancing science in a meaningful way.”
“The timing is right for us to now join forces with Hydrofarm, a company we’ve long admired over the past 20 years and a trusted and highly respected player in the hydroponics industry,” said Bowe McGinnis, Vice President and co-founder of Aurora. “We have the skilled staff, and the motivation for serious research into plant nutrition and world class manufacturing capacity to deliver premium plant nutrition and grow media products. We look forward to streamlining our operations with Hydrofarm’s strong distribution capabilities and helping to support the continued growth of Hydrofarm which has long been recognized as the choice for professional growers and controlled environment agriculture.”
“Hydrofarm’s deep foothold on distribution in the Canadian market also allows us to maintain our focus on making deluxe organic products for sustainable farming,” said Austin Weiner, Vice President and co-founder of Aurora. “With our in-house sources for essential base ingredients like peat, perlite, and worm castings, we have adopted a grassroots approach to product design that has resonated with farmers over the years.” Peat, perlite, and worm castings are integral ingredients of premium grow media products that support high yielding plant growth. Aurora’s Canadian peat business offers Hydrofarm access to a valuable resource for growers.
The strategic combination satisfies Hydrofarm’s stated goals of acquiring high-growth businesses with attractive margin profiles that manufacture and/or own the proprietary branded products they sell. Hydrofarm expects Aurora to generate approximately $60 million in net sales across the full calendar year 2021. The full transaction consideration, including the estimated earnout payment, represents an acquisition value of approximately 9x Aurora’s 2021 Adjusted EBITDA, excluding synergies but including the net present value of estimated tax benefits resulting from the transaction.
Rothschild & Co is serving as financial advisor, and Perkins Coie is serving as legal advisor to Hydrofarm. B\VAL CPAs & Advisors is serving as financial advisor, and Gleaves Swearingen is serving as legal advisor to Aurora.
The announcement follows Hydrofarm’s recent acquisitions of hydroponic nutrient brands HEAVY 16, House & Garden, and Mad Farmer.
