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HF Foods Group to Acquire Searay Foods, a Highly Attractive Canadian Importer and Distributor of Ethnic and Specialty Seafood Products, Marking the Company's First International Expansion

(Moderate)
(Neutral)

HF Foods Group (NASDAQ: HFFG) has signed a definitive agreement to acquire up to 100% of Searay Foods, a Canadian importer and distributor of ethnic and specialty frozen seafood, for approximately CAD$47.9 million (about US$35 million). The price implies roughly 5.0x Searay’s projected 2025 Adjusted EBITDA of about CAD$9.6 million.

The deal marks HF Foods’ first international expansion, entering the Vancouver metro market and leveraging Searay’s 25-year presence and 14–15% Normalized EBITDA margins. Consideration will be paid in a mix of cash on hand and newly issued common stock. The acquisition is expected to be accretive to Adjusted EBITDA, margins and EPS, supporting HF Foods’ target consolidated Adjusted EBITDA margin of 4.5%–5.0%+ over the next three to five years. Closing is targeted for Q3 2026, subject to customary conditions and regulatory approvals, with Searay to operate as a subsidiary under its existing management team.

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Positive

  • CAD$47.9 million purchase price at ~5.0x 2025P Adjusted EBITDA
  • Adds Searay’s 14–15% Normalized EBITDA margin profile to the group
  • Searay revenue CAGR of ~15% from FY2019 to FY2024
  • Expected to be accretive to HF Foods’ Adjusted EBITDA, margins and EPS
  • Supports HF Foods’ 3–5 year Adjusted EBITDA margin target of 4.5%–5.0%+
  • First international expansion, entering the Canadian market via Vancouver metro

Negative

  • Closing targeted for Q3 2026 and remains subject to customary conditions and regulatory approvals

News Explained

The signed agreement is not yet closed: its cash-versus-stock split remains undisclosed, so any newly issued HF Foods shares would increase the share count and reduce existing holders’ percentage ownership; closing remains subject to stated conditions and regulatory approvals.

Market reaction after Canadian acquisition agreement: HFFG -5.59% in the Jul 23 session

-5.59%
2 alerts
-5.59% Session close to close
-8.9% Trough Tracked
$87.16M Market Cap
0.6x Rel. Volume

In the Jul 23 session, HFFG declined 5.59%, reflecting a notable negative market reaction. Argus tracked a trough of -8.9% from its starting point during tracking. Our momentum scanner triggered 2 alerts that day, indicating moderate trading interest and price volatility.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock moved -5.6% in the session following this news. The prior acquisition-tagged event, news_i...
Analysis

The stock moved -5.6% in the session following this news. The prior acquisition-tagged event, news_id 910478, produced a -0.18% 24-hour reaction. That record provides a negative historical comparison for this cross-border deal; stock issuance and closing approvals remain disclosed considerations.

Key Figures

Transaction consideration: CAD$47.9 million (approximately US$35 million) Purchase multiple: 5.0x Adjusted EBITDA: CAD$9.6 million +5 more
8 metrics
Transaction consideration CAD$47.9 million (approximately US$35 million) Searay acquisition
Purchase multiple 5.0x Searay's 2025 Adjusted EBITDA
Adjusted EBITDA CAD$9.6 million Searay 2025 Adjusted EBITDA
Expected closing Q3 2026 Subject to customary closing conditions and regulatory approvals
Seafood revenue share Approximately 36% HF Foods' existing net revenue
Revenue CAGR Approximately 15% Searay FY2019 to FY2024
Normalized EBITDA margin Approximately 14-15% Searay
Adjusted EBITDA margin target 4.5%-5.0%+ HF Foods consolidated margin target over the next three to five years

Previous Acquisition Reports

1 past event · Latest: Sep 29 (Positive)
Same Type Pattern 1 events
Date Event Sentiment 24h Move Catalyst
Sep 29 Distribution facility Positive -0.2% Chicago facility purchase supported by ATM program and intended to reduce facility costs.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

The tag-specific acquisition history shows one positive acquisition event followed by a -0.18% 24-hour reaction, indicating divergence.

Key Terms

adjusted ebitda, normalized ebitda margins, compound annual growth rate, accretive
4 terms
adjusted ebitda financial
"Transaction valued at approximately 5.0x Searay's 2025P Adjusted EBITDA"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
normalized ebitda margins financial
"strong Normalized EBITDA margins of approximately 14-15%"
Normalized EBITDA margin is a company’s earnings before interest, taxes, depreciation and amortization after removing one-time, irregular or non-operational items, expressed as a percentage of revenue. It matters to investors because it aims to show the company’s underlying operating profitability across periods or against peers—like comparing a car’s typical fuel economy after excluding an unusually long or short trip—to reveal steady earnings power without unusual swings.
compound annual growth rate financial
"revenue compound annual growth rate of approximately 15%"
The compound annual growth rate (CAGR) shows how much an investment or value has grown, on average, each year over a specific period. It considers the effect of growth that compounds or builds upon itself, similar to how interest accumulates in a savings account. Investors use CAGR to compare different investments’ long-term performance and to understand how steady or consistent their growth has been over time.
accretive financial
"The acquisition is expected to be accretive to HF Foods’ Adjusted EBITDA"
"Accretive" describes a situation where a financial action, such as a purchase or investment, increases the value or earnings of a company. For investors, it signals that the move is likely to boost profitability and overall worth, much like adding a beneficial ingredient to a recipe that enhances the final taste. An accretive decision is generally seen as positive because it contributes to growth and financial health.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Strategic entry into Canada through the Vancouver metro market, one of North America's premier specialty Asian foods markets with deep multicultural ties

Reinforces HF Foods' positioning as the acquiror of choice, extending its proven M&A playbook into new geographies

Transaction valued at approximately 5.0x Searay's 2025P Adjusted EBITDA and is expected to be immediately accretive to Margins and EPS

Consideration to be funded through a combination of cash and HF Foods common stock

HF Foods' reaffirms previously communicated target of expanding consolidated Adjusted EBITDA margin to 4.5%-5.0%+ over the next three to five years

LAS VEGAS, July 23, 2026 (GLOBE NEWSWIRE) -- HF Foods Group Inc. (NASDAQ: HFFG) (“HF Foods” or the “Company”), a leading distributor of international foodservice solutions to Asian restaurants and other businesses across the United States, today announced that it has entered into a definitive agreement to acquire Searay Foods Inc. and its related entities (“Searay”), a leading Canadian importer and distributor of ethnic and specialty frozen seafood, headquartered in Richmond, British Columbia. The transaction represents HF Foods’ first expansion outside the United States and is expected to close in Q3 2026, subject to customary closing conditions and regulatory approvals.

Under the terms of the agreement, HF Foods will acquire up to 100% of the outstanding equity interests of Searay for total consideration of approximately CAD$47.9 million (approximately US$35 million), representing approximately 5.0x Searay's 2025 Adjusted EBITDA of approximately CAD$9.6 million. Consideration will be funded through a combination of cash on hand and shares of HF Foods common stock, with final terms to be disclosed upon closing.

Management Commentary

“The acquisition of Searay is a pivotal milestone in HF Foods’ growth journey and the first step in our long-stated strategy to expand our platform beyond the United States,” said Felix Lin, President and Chief Executive Officer of HF Foods. “Searay has built an exceptional reputation over 25 years as a leading Canadian distributor of ethnic frozen seafood, with deep supplier relationships, a trusted multi-brand portfolio, and industry-leading margins. This transaction is consistent with the disciplined, accretive M&A strategy we have communicated to investors, and we are excited to combine Searay’s expertise in frozen seafood with HF Foods’ national distribution infrastructure to unlock meaningful cross-selling and supply chain synergies across both businesses.”

“We are proud of what we have built at Searay over the past 25 years, and we believe HF Foods is the right partner to carry that legacy forward,” said Jack and Philip Chan, Co-Presidents and founders of Searay. “HF Foods’ scale, distribution network, and shared commitment to quality and customer service make this a natural combination. We look forward to working alongside the HF Foods team to accelerate Searay’s growth, including our ongoing expansion into the U.S. market.”

Strategic Rationale

  • First International Expansion: The transaction marks HF Foods’ entry into Canada and establishes a platform to pursue further growth across North America, consistent with the Company’s previously disclosed proven M&A playbook of geographic expansion, increased distribution capabilities, and new product categories.
  • Complementary Product Portfolio: Searay’s ethnic frozen seafood offering, including its Searay Foods, Thai Best, Pinoy’s Best, Smart Fish, Diamond Shrimp, and Gold Label brands, broadens HF Foods’ specialty product assortment and deepens its presence in the seafood category, which represents approximately 36% of HF Foods’ existing net revenue.
  • Cross-Border Synergies: Searay’s recently established U.S. operations, including its planned Los Angeles direct import operations, are expected to benefit from HF Foods’ existing distribution network, sourcing scale, and West Coast infrastructure.
  • Attractive Financial Profile: Searay has demonstrated a revenue compound annual growth rate of approximately 15% from FY2019 to FY2024 and strong Normalized EBITDA margins of approximately 14-15%, supported by disciplined inventory management and long-tenured supplier and customer relationships.
  • Accretive Transaction: The acquisition is expected to be accretive to HF Foods’ Adjusted EBITDA and margins, consistent with the Company’s previously communicated target of expanding consolidated Adjusted EBITDA margin to 4.5%-5.0%+ over the next three to five years.

Transaction Details

HF Foods will acquire up to 100% of Searay Foods Inc., Morgan Foods Inc., and Searay Foods USA Inc. for total consideration of approximately CAD$47.9 million (approximately US$35 million based on current exchange rates), representing approximately 5.0x Searay's 2025 Adjusted EBITDA of approximately CAD$9.6 million. The consideration is expected to be funded through a combination of cash on hand and newly issued shares of HF Foods common stock; the final split between cash and stock consideration will be disclosed at closing. Following the closing of the transaction, Searay's existing management team, led by incoming Chief Executive Officer Derick Ngan, is expected to continue to lead Searay's day-to-day operations as a subsidiary of HF Foods.

The transaction is expected to close in Q3 2026, subject to customary closing conditions, including regulatory approvals.

About HF Foods Group Inc.

HF Foods Group Inc. is a leading marketer and distributor of fresh produce, frozen and dry food, and non-food products to primarily Asian restaurants and other foodservice customers throughout the United States. HF Foods aims to supply the increasing demand for Asian American restaurant cuisine, leveraging its nationwide network of distribution centers and its strong relations with growers and suppliers of fresh, high-quality specialty restaurant food products and supplies in the US and Asia. Headquartered in Las Vegas, Nevada, HF Foods trades on Nasdaq under the symbol “HFFG”. For more information, please visit www.hffoodsgroup.com.

About Searay Foods Inc.

Founded in 2000 and headquartered in Richmond, British Columbia, Searay Foods Inc. is a leading Canadian importer and distributor of branded ethnic and specialty frozen seafood, serving retail, wholesale, and restaurant customers across North America. Searay sources premium frozen seafood from more than 80 suppliers worldwide and distributes its products through six proprietary brands, including Searay Foods, Thai Best, Pinoy’s Best, Smart Fish, Diamond Shrimp, and Gold Label.

Forward-Looking Statements

All statements in this news release other than statements of historical facts are, or may be deemed to be, “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and contain our current expectations about our future results, including statements regarding the expected timing, benefits, and effects of the proposed acquisition of Searay. We have attempted to identify any forward-looking statements by using words such as “expects,” “believes,” “anticipates,” “plans,” “will,” “target” and other similar expressions. Although we believe that the expectations reflected in all of our forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Such statements are not guarantees of future performance or events and are subject to known and unknown risks and uncertainties that could cause the Company’s actual results, events, or financial positions to differ materially from those included within or implied by such forward-looking statements, including risks relating to the Company’s ability to satisfy closing conditions and consummate the proposed acquisition on the anticipated terms or timing, or at all, risks relating to the Company’s ability to successfully integrate Searay’s operations and realize anticipated synergies, risks relating to the impact of foreign currency fluctuations, and other factors disclosed under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 and other filings with the Securities and Exchange Commission (the “SEC”). Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made. Except as required by law, we undertake no obligation to disclose any revision to these forward-looking statements.

Contact:

ICR

Anna Kate Heller

hffoodsgroup@icrinc.com


FAQ

What is HF Foods (HFFG) acquiring in the Searay Foods transaction announced July 23, 2026?

HF Foods is acquiring up to 100% of Searay Foods and related entities, a Canadian ethnic and specialty frozen seafood distributor. According to HF Foods, Searay will become a subsidiary and extend its platform into Canada and cross-border seafood distribution.

How much is HF Foods (HFFG) paying to acquire Searay Foods and what is the EBITDA multiple?

HF Foods plans to pay approximately CAD$47.9 million (around US$35 million) for Searay Foods. According to HF Foods, this implies about 5.0x Searay’s projected 2025 Adjusted EBITDA of roughly CAD$9.6 million, reflecting its recent growth and margin profile.

When is the HF Foods (HFFG) acquisition of Searay Foods expected to close?

The acquisition is expected to close in Q3 2026, subject to customary closing conditions and regulatory approvals. According to HF Foods, Searay will then operate as a subsidiary, led by its existing management team under incoming CEO Derick Ngan.

How will HF Foods (HFFG) fund the acquisition of Searay Foods?

HF Foods intends to fund the Searay acquisition using a combination of cash on hand and newly issued common stock. According to HF Foods, the final split between cash and stock consideration will be determined and disclosed at transaction closing.

Why is the Searay Foods acquisition strategically important for HF Foods (HFFG)?

The deal marks HF Foods’ first international expansion and entry into Canada’s Vancouver metro market. According to HF Foods, Searay’s frozen seafood portfolio, strong margins and cross-border operations align with its M&A playbook and expand its seafood category exposure.

Is the Searay Foods acquisition expected to be accretive to HF Foods (HFFG) margins and EPS?

Yes. The transaction is expected to be immediately accretive to HF Foods’ Adjusted EBITDA, margins and EPS. According to HF Foods, this supports its goal of expanding consolidated Adjusted EBITDA margin to 4.5%–5.0%+ over the next three to five years.

What happens to Searay Foods’ management after the HF Foods (HFFG) acquisition closes?

Searay’s existing management team is expected to continue leading day-to-day operations after closing. According to HF Foods, incoming Chief Executive Officer Derick Ngan will head Searay as a subsidiary, maintaining continuity while integrating into HF Foods’ broader platform.