HomesToLife Ltd Announces Acquisition of HTL Marketing Pte Ltd, with 2024 Sales of US$330 Million

Rhea-AI Summary

HomesToLife Ltd (NASDAQ: HTLM) has announced a significant acquisition of HTL Marketing Pte Ltd from New Century International Homes for 75 million ordinary shares. HTL Marketing, a leading B2B supplier of premium upholstered sofas and leather materials, reported US$330 million in sales for 2024 with a profit after tax of US$11 million. The acquisition is expected to dramatically boost HomesToLife's revenue from US$4 million in 2024 to US$250-280 million in 2025. HTL Marketing operates globally, with presence in 50 countries across Europe (59% of sales), Asia-Pacific (28%), U.S. (8%), and Canada (5%). For 2026, HTL Marketing is projected to contribute revenue of US$350-400 million and profit after tax of US$15-20 million. The deal, approved by a Special Committee of independent directors, is expected to close in Q2 2025.

Positive

• Massive revenue growth potential: from $4M to $250-280M in 2025
• HTL Marketing has strong financials: $330M sales, $11M PAT, $19M positive operating cash flow
• Zero debt (zero gearing) in HTL Marketing's balance sheet
• Geographic diversification across 50 countries reduces market risk
• Projected strong growth for 2026: $350-400M revenue and $15-20M PAT from HTL Marketing
• Synergies in sourcing, manufacturing, and distribution

Negative

• Related party transaction between entities controlled by same founders
• Significant share dilution through issuance of 75 million new shares
• Heavy reliance on European market (59% of sales) could pose concentration risk
• Integration risks between the two companies

Insights

Financial Analyst

HomesToLife transforms through related-party acquisition, growing from $4M to $250M+ revenue with significant profit increase, while issuing 75M new shares.

HomesToLife's acquisition of HTL Marketing represents a transformative transaction that will dramatically reshape the company's financial profile. The deal structure involves issuing 75 million ordinary shares (subject to a two-year lock-up) in exchange for HTL Marketing, which generated $330 million in revenue and $11 million in profit for 2024.

This acquisition will catapult HomesToLife's revenue by approximately 70x, from $4 million to a projected $250-280 million in 2025. For context, HTL Marketing's $11 million profit already substantially exceeds HomesToLife's entire pre-acquisition revenue.

The transaction solidifies HomesToLife's market position through HTL Marketing's established international network spanning 50 countries, with significant presence in Europe (59% of sales) and Asia-Pacific (28%). The target company's positive operating cash flow ($19 million) and zero debt position further enhance the acquisition's appeal.

This is clearly a related-party transaction, as both companies share the same founders and controlling shareholders (Mr. Phua Yong Pin and Mr. Phua Yong Tat). The board appropriately established a special committee of independent directors and obtained a fairness opinion from Kroll, LLC confirming the transaction pricing as fair from a financial perspective.

Looking at HTL Marketing's metrics, the company operates at approximately a 3.3% profit margin ($11 million profit on $330 million revenue). The projected growth to $15-20 million profit by 2026 on $350-400 million revenue suggests potential modest margin expansion to around 4-5%.

The financial transformation is substantial - HomesToLife is effectively becoming a completely different company, with the vast majority of its future revenue and profit derived from HTL Marketing's operations. This represents a fundamental change in the company's business model, expanding from Singapore retail to international B2B furniture supply.

Retail Industry Expert

Strategic acquisition transforms HomesToLife from local retailer to global furniture powerhouse with manufacturing access and diversified geographic revenue streams.

HomesToLife's acquisition of HTL Marketing represents a compelling vertical integration strategy that dramatically expands the company's footprint in the global furniture industry. This transaction transforms a primarily Singapore-focused retail chain into an internationally integrated furniture enterprise with established manufacturing relationships across China, India, Vietnam, and Italy.

HTL Marketing's diversified geographic revenue - with Europe (59%), Asia-Pacific (28%), and North America (13%) - immediately provides HomesToLife with significant international market access. This geographic diversification reduces dependency on any single market and creates multiple growth avenues.

The upstream integration into premium upholstered sofas and leather materials procurement delivers several strategic advantages. HomesToLife gains direct access to manufacturing capabilities without the capital expenditure of building factories. The combined entity can potentially leverage economies of scale in sourcing, streamline supply chains, and better control product quality.

Particularly noteworthy is CEO Phua Mei Ming's reference to "minimizing risk from any emerging trade disruptions." HTL Marketing's manufacturing base across multiple countries provides flexibility to navigate tariffs or supply chain challenges - a significant advantage in today's complex global trade environment.

From a product perspective, HomesToLife can now potentially integrate HTL Marketing's premium upholstered sofa designs into its retail offerings while maintaining the B2B supply relationships with other retailers. This dual-channel approach (direct retail and B2B supply) creates multiple revenue streams and market positioning opportunities.

The furniture industry has seen increasing vertical integration as companies seek to control more of their value chain. This acquisition positions HomesToLife with a business model similar to successful international furniture enterprises that maintain both manufacturing/wholesale and retail operations, creating potential for margin improvement at multiple points in the value chain.

Singapore, May 05, 2025 (GLOBE NEWSWIRE) -- HomesToLife Ltd (NASDAQ: HTLM) (“HomesToLife” or the “Company”), the holding company of one of the leading home furniture products retail chains in Singapore, today announced that it has entered into a definitive sale and purchase agreement (the “Sale and Purchase Agreement”) with New Century International Homes Pte Ltd (“New Century”) to acquire 100% of equity interests in HTL Marketing Pte Ltd (“HTL Marketing”), a leading B2B procurer and supplier of premium upholstered sofas and leather materials for sofa manufacturing (the “Acquisition”). The Company expects that the Acquisition will enable HomesToLife to leverage HTL Marketing's international network and customer base to access extensive global market opportunities, generate numerous synergies in sourcing, manufacturing, and distribution, and drive substantial growth in both revenue and profitability.

Under the terms of the Sale and Purchase Agreement, in exchange for acquiring HTL Marketing, HomesToLife Ltd will issue to New Century 75,000,000 ordinary shares, par value US$0.0001 per share (the “Ordinary Shares”), which will be subject to two-year lock-up restrictions.

HTL Marketing, based in Singapore, procures upholstered sofas from various factories located in China, India, Vietnam and Italy, and exports its products to about 50 countries in Europe, Asia-Pacific, and North America through a broad network of sales partners and retailers. In fiscal year of 2024, HTL Marketing achieved sales of US$330 million, of which Europe, Asia-Pacific, U.S. and Canada accounted for 59%, 28%, 8% and 5%, respectively.

In fiscal year of 2024, HTL Marketing recorded a profit after tax (PAT) of US$11 million, had positive cash flow from operating activities of $19 million and zero gearing, each in accordance with its local accounting standards. HTL Marketing is wholly owned by New Century, which is, in turn, wholly owned by Golden Hill Capital Pte Ltd., a Singapore-based investment holding company wholly owned by Mr. Phua Yong Pin and Mr. Phua Yong Tat, who are co-founders, directors and controlling shareholders of both HTL Marketing and HomesToLife. HTL Marketing and HomesToLife are related parties.

According to Ms. Phua Mei Ming, HomesToLife’s chief executive officer, the Acquisition is expected to provide a significant uplift to the Company’s top-line performance, which it expects to grow from US$4 million in 2024 to the range of US$250 million to US$280 million in 2025.

HomesToLife's 2025 bottom line is also expected to be “significantly bolstered” by the acquisition, said Ms. Phua. 

For 2026, said Ms. Phua, HTL Marketing is expected to contribute revenue in the range of US$350 million to US$400 million and a profit after tax in the range of US$15 million to US$20 million. 

"Today’s acquisition is a significant milestone in our company's growth journey," she added. "By joining forces with HTL Marketing, we have made HomesToLife into a major furniture entity with the resources to capitalize on lucrative growth opportunities, minimize risk from any emerging trade disruptions, and achieve long-term success in the global marketplace." 

“We look forward to integrating HTL Marketing's operations and leveraging its expertise to fuel further growth and value creation for our shareholders.”

Acquisition Details

After receiving non-binding transaction proposal regarding the Acquisition from New Century in December 2024, given the fact that the proposed Acquisition constituted a major related party transaction, the board of directors of HomesToLife established a special committee (the “Special Committee”) to evaluate the fairness of the proposed Acquisition in the interests of HomesToLife and its shareholders. The Special Committee had the exclusive power and authority to, among other things, evaluate and negotiate the proposed Acquisition on behalf of the board of directors and HomesToLife and approve or reject the proposed Acquisition. The Special Committee consists solely of independent directors of HomesToLife. The Special Committee engaged Kroll, LLC as its independent financial advisor and Loeb & Loeb LLP as its legal advisor in evaluation and negotiation of the proposed Acquisition and the Sale and Purchase Agreement with New Century. Kroll, LLC has provided a fairness opinion to the Special Committee that the purchase consideration of 75,000,000 Ordinary Shares of HomesToLife is fair from a financial point of view to HomesToLife.

On May 5, 2025, the Company’s board of directors, acting upon the unanimous recommendation of the Special Committee, unanimously approved the Sale and Purchase Agreement and the transactions contemplated thereby, including the Acquisition.

The Acquisition is subject to customary closing conditions. It is currently expected to close during the second quarter of 2025.

About HomesToLife Ltd

The Company’s major wholly owned subsidiary and operating company, HomesToLife Pte. Ltd., is one of the leading home furniture retailers that offers and sells customized furniture solutions in Singapore. Another subsidiary, HTL Far East Pte. Ltd., is dedicated to sourcing, distributing, and delivering premium furniture and related products to the business sector across the Asia-Pacific region.

HomesToLife Pte. Ltd. has six retail store locations. It has helped homeowners create living spaces that reflect their individuality since 2014. Its product offerings include leather and fabric upholstered furniture, case goods and accessories, and offers a one-stop shop for retail customers to furnish their homes. “HomesToLife” has a long-standing pledge to offer fair prices, great value, consistent and reliable quality, and on-time delivery to its customers. The Company’s website, www.homestolife.com, offers consumers a seamless shopping experience online and post-sales customer service support.

About HTL Marketing Pte Ltd

HTL Marketing is a leading procurer and supplier of premium upholstered sofas and leather materials for sofa manufacturing. HTL Marketing exports its products to about 50 countries in Europe, Asia-Pacific, and North America through a broad network of sales partners and retailers.

FORWARD-LOOKING STATEMENTS

Certain statements in this press release are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties (including that various closing conditions to the Acquisition may not be satisfied or waived) and are based on the Company’s current expectations and projections about future events that the Company believes may affect financial condition, results of operations, business strategy and financial needs of the Company and HTL Marketing. Investors can find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions in this press release. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC.

Contacts:

HomesToLife Ltd Contact
6 Raffles Boulevard, #02-01/02
Marina Square, Singapore 039594
Email: Investor@homestolife.com

Investor Relations Inquiries
Skyline Corporate Communications Group, LLC
Scott Powell, President
Office: (646) 893-5835
Email: info@skylineccg.com

FAQ

What is the value of HomesToLife's (HTLM) acquisition of HTL Marketing?

HomesToLife will issue 75 million ordinary shares to acquire HTL Marketing. The exact dollar value wasn't disclosed, but HTL Marketing generated $330 million in sales in 2024.

How will the HTL Marketing acquisition impact HomesToLife's (HTLM) revenue in 2025?

The acquisition is expected to increase HomesToLife's revenue from $4 million in 2024 to between $250-280 million in 2025, representing significant growth.

What are HTL Marketing's key financial metrics for 2024?

In 2024, HTL Marketing achieved sales of $330 million, profit after tax of $11 million, operating cash flow of $19 million, and maintained zero debt.

What is the geographic distribution of HTL Marketing's sales?

HTL Marketing's sales distribution in 2024 was: Europe (59%), Asia-Pacific (28%), U.S. (8%), and Canada (5%), spanning approximately 50 countries.

When is the HomesToLife (HTLM) acquisition of HTL Marketing expected to close?

The acquisition is expected to close during the second quarter of 2025, subject to customary closing conditions.

What are the projected financial contributions from HTL Marketing for 2026?

For 2026, HTL Marketing is expected to contribute revenue of $350-400 million and profit after tax of $15-20 million to HomesToLife.