ZINZINO AB (PUBL): Zinzino announces merger of It Works! into the Zinzino family of businesses for increased distribution power in North America and Europe

Rhea-AI Summary

Zinzino (OTC:ZNZNF) has completed an all-share merger to combine with US direct-sales company It Works! Zinzino acquired US operational assets and 100% of shares in It Works! Marketing International for a fixed purchase price of USD 30 million paid via a directed set-off issue of 1,843,840 B-shares at SEK 145.62 per share. An additional contingent earn-out of up to USD 4 million may be paid in newly issued B-shares over five years. Zinzino estimates the combination will add over USD 60 million in revenue in 2026. The Directed Issue increases total shares from 36,319,540 to 38,163,380, implying ~4.83% dilution of shares and ~2.24% dilution of votes.

Positive

• Estimated incremental revenue of USD 60 million for 2026
• Acquisition paid in equity preserves cash for operations
• Adds direct-sales distribution strength in North America and Europe
• Potential synergies from combining It Works! networks with Zinzino test-based products

Negative

• Directed share issue causes approximately 4.83% share dilution
• Contingent additional purchase price up to USD 4 million may cause further dilution
• Transaction settled by 1,843,840 B-shares at SEK 145.62, reducing shareholder percentage ownership

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GOTHENBURG, Sweden, Jan. 26, 2026 /PRNewswire/ -- Zinzino has today entered into an agreement, and simultaneously closed, to combine with the US-based direct sales company It Works! In an all-share transaction. Through the merger, Zinzino acquired the operational assets of It Works!' US business, including inventory, distributor agreements, customer agreements, and IP rights, as well as 100% of the shares in It Works! Marketing International UC, an Irish unlimited company, and its wholly owned subsidiaries.

The fixed purchase price amounts to USD 30 million (the "Purchase Price") which has been paid by Zinzino through a directed set-off issue of 1,843,840 B-shares in Zinzino (the "Directed Issue"). The Directed Issue has been resolved upon by the board of directors of Zinzino, based on the authorization of the Annual General Meeting. The subscription price in the Directed Issue amounts to SEK 145.62 per B-share, which corresponds to the volume weighted average price of Zinzino's B-share two business days prior to the signing and closing of the transaction. In addition, an additional purchase price estimated to USD 4 million could be paid to It Works! during a five-year span based on future sales development. The additional purchase price will also be settled entirely in newly issued B-shares in Zinzino.

This is another strategically important step in Zinzino's growth plans, which focus on improving personal health and well-being on a global level with innovative biotechnology and a groundbreaking product portfolio marketed through direct sales.

It Works!, is a globally renowned direct sales company in the health and beauty segment, operating primarily in North America and Europe. The brand portfolio offers a range of innovative products in the field of health and well-being.

Zinzino estimates the combination with It Works! will generate over USD 60 million in additional revenue in 2026. The combined business is expected to add growth through the synergies that arise in the joint networks, combined with Zinzino's test-based product concept. Profitability through the transactions will thus be able to develop well by utilizing Zinzino's existing technical platform and organization.

According to the agreement, Zinzino shall pay a fixed purchase price of USD 30 million upon completion, 100% of which will be settled through newly issued Zinzino shares (the "Share Issue"). In addition, there will be additional purchase prices based on future sales development, which are estimated to amount to USD 4 million. The additional purchase price will also be settled in full of newly issued Zinzino shares.

A visionary mindset, a tech-first perspective, test-based nutrition at the cellular level, and a strong position to capitalize on current trends will form the basis of the partnership with It Works!. Following several acquisitions in recent years, Zinzino has been looking for further investments to maintain its sustainable, profitable growth, strengthen its distribution power, expand into new markets, and leverage its product portfolio in new consumer areas.

"Individual advice and tailor-made solutions are the future, and not just in health and wellness," say Dag Bergheim Pettersen, CEO of Zinzino, and Mark Pentecost, President and Founder of It Works! Together, we have many years of combined industry experience and everything it takes to drive the modern, personalized shopping experience through direct sales.

The Directed Issue

The Directed Issue of 1,843,840 B-shares at a subscription price of 145.62 SEK per B share, has been resolved by the board of directors of Zinzino based on the authorisation granted by the Annual General Meeting on 28 May 2025.

The reason for deviating from the shareholders' preferential rights has been to enable Zinzino to fulfil its obligations under the asset and share transfer agreement from which the offsetable claim originates. The ability to carry out strategically important acquisitions for the company with payment through directed issues of B-shares in Zinzino is of great operational and strategic importance to Zinzino. Thus, the board of directors assessed that there are sufficient strong reasons and in the best interest of the company and its shareholders to carry out an issue with deviation from the shareholders' preferential rights. The subscription price in the Directed Issue is based on the terms of the relevant transaction agreement agreed upon by the parties following extensive and long going negotiations between Zinzino and the subscriber at arm's length. The subscription price is therefore considered by the board of directors to be established on market terms.

The newly issued B- shares in the Directed Issue result in the number of shares in Zinzino increasing from 36,319,540 to 38,163,380, divided into 5,113,392 A shares and 33,049,988 B shares. The Company's share capital increases from SEK 3,631,954 to 3,816,338 SEK. The issue entails a dilution of approximately 4.83 per cent of the total number of shares and approximately 2.24 per cent of the total number of votes in Zinzino.

For more information:

Dag Bergheim Pettersen CEO Zinzino +47 (0) 932 25 700, dag@zinzino.com

Fredrik Nielsen CFO Zinzino +46 (0) 707 900 174, fredrik.nielsen@zinzino.com

Pictures for publication free of charge: marketing@zinzino.com

This information is information that Zinzino AB (publ.) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 6:00 P.M. CET on January 26, 2026.

Certified Adviser: Tapper Partners AB

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SOURCE Zinzino

FAQ

What did Zinzino announce about the It Works! merger on January 26, 2026 (ZNZNF)?

Zinzino announced an all-share merger acquiring It Works! operational assets and 100% of specified subsidiaries for a fixed USD 30 million paid in newly issued B-shares.

How many Zinzino B-shares were issued to pay for It Works! (ZNZNF)?

Zinzino issued 1,843,840 B-shares in a directed set-off issue at SEK 145.62 per share to settle the USD 30 million purchase price.

What is the expected revenue impact from the It Works! merger for 2026 for Zinzino (ZNZNF)?

Zinzino estimates the combined business will generate over USD 60 million in additional revenue in 2026.

Will Zinzino shareholders be diluted by the It Works! transaction (ZNZNF)?

Yes. The directed issue increases total shares to 38,163,380, implying approximately 4.83% dilution of the total number of shares and 2.24% dilution of votes.

Is there any additional contingent payment for the It Works! transaction (ZNZNF)?

Yes. An additional purchase price of up to USD 4 million may be paid over five years based on sales development, to be settled in newly issued B-shares.

How does Zinzino expect to generate profitability from the It Works! deal (ZNZNF)?

Zinzino expects to realize profitability by leveraging its existing technical platform and organization and by capturing synergies across the combined direct-sales networks and test-based product concept.