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BeFra (NYSE: BWMX) adds Tupperware Latin America in $250M platform deal

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Betterware de México (BeFra) has completed its acquisition of 100% of Tupperware’s operating assets in Latin America, including a perpetual, royalty-free, exclusive license to the Tupperware brand in the region. The deal totals US$250 million, with US$215 million paid in debt-funded cash and US$35 million in newly issued BeFra shares, subject to up to nine months of lock-up.

Tupperware Latin America generated US$270 million of revenue and US$82 million of Adjusted EBITDA in FY2025, implying an EV/EBITDA multiple of 3.0x and an Adjusted EBITDA margin of about 30%. First-quarter 2026 revenue was US$75 million with US$21 million of Adjusted EBITDA. Management highlights slightly stronger-than-expected momentum in Mexico and plans to run Betterware, Jafra, and Tupperware as separate brands under a shared direct-selling platform.

Positive

  • Transforms scale with profitable target: Tupperware Latin America adds US$270 million of FY2025 revenue and US$82 million of Adjusted EBITDA at roughly 30% margin, acquired for a 3.0x EV/EBITDA multiple, which is low given the disclosed profitability.

Negative

  • None.

Insights

BeFra closes a sizable, profitable acquisition at a low EBITDA multiple.

BeFra has finalized the purchase of Tupperware’s Latin American operations for total consideration of US$250 million, on a debt-free, excess-cash-free basis. The structure mixes US$215 million of debt-funded cash and US$35 million in new shares with customary registration rights and up to nine months of lock-up for the seller.

The acquired business produced FY2025 revenue of US$270 million and Adjusted EBITDA of US$82 million, an Adjusted EBITDA margin of roughly 30%. On these figures, the stated implied enterprise value to EBITDA multiple is 3.0x, which is low relative to many consumer platforms and may be viewed favorably given the profitability profile and positive Mexico momentum described.

Consolidated 1Q26 performance, with US$75 million revenue and US$21 million Adjusted EBITDA, suggests earnings power broadly consistent with FY2025. Brazil’s FY2025 Adjusted EBITDA of US$8 million on US$91 million revenue and slightly negative 1Q26 EBITDA highlight that future value will depend on BeFra’s execution in that market. The disclosure that BeFra’s leverage stood at 1.6x Net Debt/EBITDA 2025 before the transaction provides a baseline; subsequent filings may detail the combined company’s leverage and integration progress.

Total consideration US$250 million Acquisition of Tupperware Latin America on a debt-free, excess-cash-free basis
Cash component US$215 million Cash paid funded with debt for Tupperware Latin America acquisition
Share component US$35 million Value of newly issued BeFra shares to the seller
FY2025 revenue US$270 million Tupperware Latin America consolidated FY2025 revenue
FY2025 Adjusted EBITDA US$82 million Tupperware Latin America consolidated FY2025 Adjusted EBITDA
Adjusted EBITDA margin ≈30% Tupperware Latin America FY2025 Adjusted EBITDA margin
Implied EV/EBITDA multiple 3.0x Enterprise value to FY2025 Adjusted EBITDA for the acquisition
Pre-transaction leverage 1.6x Net Debt/EBITDA 2025 BeFra leverage before Tupperware Latin America acquisition
Adjusted EBITDA financial
"Adjusted EBITDA | $81 | $82 | $21"
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.
Free Cash Flow (est.) financial
"Free Cash Flow (est.) | $38 | $39 | $13"
Implied EV/EBITDA Multiple financial
"Implied EV/EBITDA Multiple | 3.1x | 3.0x |"
Implied EV/EBITDA multiple is a valuation ratio that shows how much the market or a deal is effectively paying for a company, expressed as total company value (price plus debt) divided by its annual operating profit before interest, taxes, depreciation and amortization. Think of it like a price-to-rent ratio for a house: a higher multiple means you’re paying more for each dollar of recurring cash profit, which helps investors compare whether a stock or acquisition price looks expensive or cheap relative to peers and past transactions.
non-IFRS financial measures financial
"This press release contains information about the following non-IFRS financial measures: EBITDA and Adjusted EBITDA."
Non-IFRS financial measures are company-reported numbers that modify or exclude items from standard accounting results so management can highlight what it sees as underlying business performance—common examples are adjusted EBITDA or adjusted earnings per share. They matter to investors because they can make trends clearer by removing unusual or noncash items, like cleaning lens smudges off a camera, but they require scrutiny since companies decide what to exclude and comparisons across firms may not be uniform.
Net Debt / EBITDA financial
"Before the transaction BeFra’s leverage stood at 1.6x Net Debt / EBITDA 2025."
Net debt/EBITDA is a financial ratio that compares a company’s total borrowings minus cash on hand (net debt) to its rough operating profit (EBITDA). It tells investors how many years of current operating earnings would be needed to pay off the company’s net debt, like comparing a household’s remaining mortgage to its annual take‑home pay; lower numbers suggest easier debt management and lower financial risk.
forward-looking statements regulatory
"Statements contained in this press release that are not historical, including statements regarding integration plans, expected synergies, accretion, leverage, and the financial and operational results of the combined business, constitute “forward-looking statements”."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20546

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of June 2026

 

Commission File Number: 001-39251

 

BETTERWARE DE MÉXICO, S.A.P.I. DE C.V.

(Name of Registrant)

 

Cruce Carretera Gdl-Ameca Huaxtla Km 5

El Arenal, Jalisco, 45350, México

+52 (33) 3836-0500

(Address of Principal Executive Office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☒       Form 40-F ☐

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  BETTERWARE DE MÉXICO, S.A.P.I. DE C.V.
     
  By: /s/ Luis Campos
  Name: Luis Campos
  Title: Board Chairman

 

Date: June 3, 2026

 

1

 

 

Exhibit Index

 

Exhibit No.   Description
99.1   Press Release - Betterware de México Completes Acquisition of Tupperware’s Operations in Latin America dated June 2, 2026.

 

2

 

Exhibit 99.1

 

June 2nd, 2026  

  

Betterware de México Completes Acquisition of Tupperware’s Operations in Latin America

 

Closing marks a transformative milestone in BeFra’s strategy of building Latin America’s leading direct-selling platform, uniting three iconic brands—Betterware, Jafra, and Tupperware—under BeFra’s proven, scalable commercial growth model

 

Guadalajara, Mexico, June 2nd, 2026 -- Betterware de México, S.A.P.I. de C.V. (NYSE: BWMX) (“BeFra” or the “Company”), the parent company of Betterware and Jafra, today announced the successful completion of its previously announced acquisition of 100% of the Tupperware brand’s operating assets in Latin America, primarily in Mexico and Brazil (“Tupperware Latin America”), together with a perpetual, royalty-free, and exclusive license to the “Tupperware” brand for the entire LatAM region[1]. The closing follows the receipt of all required regulatory approvals, including the clearance from the Comisión Nacional Antimonopolio (formerly COFECE), Mexico’s antitrust authority, the approval of BeFra’s shareholders, and the satisfaction of all other closing conditions.

 

Luis G. Campos, BeFra’s Chairman of the Board, stated: “The completion of the Tupperware acquisition represents a defining moment for BeFra and a transformative step in our journey of building the leading consumer-products platform in Latin America. Tupperware is one of the most iconic and beloved brands in the world, and we are honored to welcome its distributors, independent sales representatives, and employees to the BeFra family. We are confident that, by combining Tupperware’s heritage with our proven direct-to-consumer capabilities, product innovation engine, and operational excellence, we will reignite sustainable, long-term growth and deliver meaningful value for all our stakeholders.”

 

Andrés Campos, Chief Executive Officer of BeFra, added: “The closing of this transaction is a major step in our regional strategy. Brazil represents one of the most attractive consumer markets in Latin America, and the addition of Tupperware’s established platform in the country, alongside its leading position in Mexico, materially expands our regional reach and accelerates BeFra’s consolidation as the leading direct-selling platform across Latin America. With Tupperware now part of our portfolio, we are uniquely positioned to capture identified revenue and cost synergies across our three brands, deploy BeFra’s proven commercial growth model, and unlock the full potential of our integrated manufacturing and distribution capabilities. Each brand will retain its distinct consumer value proposition and operate as an independent business unit, supported by BeFra’s shared capabilities in product innovation, technology, and business intelligence.”

 

1 Licenses in Argentina will be effective starting September 2026.

 

 

Transaction Overview

 

Consistent with the terms announced on January 19, 2026, BeFra acquired the business for total consideration of US$250 million on a debt-free, excess-cash-free basis, comprised of US$215 million in cash funded with debt and US$35 million in newly issued BeFra shares. The shares issued to the seller are subject to customary registration rights and a lock-up of up to nine months from the closing date.

 

The acquired operations in Mexico and Brazil closed FY2025 in line with the estimates disclosed at announcement. The acquired operations have continued to be in line with the financial profile presented at the time of the transaction announcement. We have seen a slight outperformance led by Mexico, where the business is delivering stronger growth momentum than initially anticipated. The tables below provide a summary of key financial metrics for Tupperware Latin America’s operations in Mexico and Brazil, as well as on a consolidated basis, comparing the figures disclosed at announcement (FY2025E) with actual FY2025 results and performance as of 1Q26:

 

Consolidated

 

 

Metric (US$ million)

At Announcement (FY2025E)

 

Actual FY2025

1Q26
Revenue $269 $270 $75
Adjusted EBITDA $81 $82 $21
Adjusted EBITDA Margin ~30% ~30% ~28%
Net Income $45 $48 $14
Free Cash Flow (est.) $38 $39 $13
Implied EV/EBITDA Multiple 3.1x 3.0x  

 

Mexico

 

Metric (US$ million) At Announcement (FY2025E) Actual FY2025 1Q26
Revenue $175 $179 $49
Adjusted EBITDA $73 $74 $22

 

 

Metric (US$ million)

At Announcement (FY2025E)

 

Actual FY2025

1Q26
Net Income $44 $44 $15
Free Cash Flow (est.) $39 $39 $14

 

Brazil

 

 

Metric (US$ million)

At Announcement (FY2025E)

 

Actual FY2025

1Q26
Revenue $94 $91 $26
Adjusted EBITDA $8 $8 -$1
Net Income $1 $4 -$1
Free Cash Flow (est.) -$2 $0 -$1

 

Note: Figures at announcement reflect BeFra’s estimates based on diligence review as disclosed on January 19, 2026. Actual FY2025 and 1Q26 figures correspond to the acquired operations in Mexico and Brazil and have been prepared on a management basis. Implied EV/EBITDA multiples are calculated based on total transaction consideration of US$250 million on a debt-free, excess-cash-free basis. Free Cash Flow is estimated as Adjusted EBITDA minus capital expenditures and changes in working capital, and is presented as a non-IFRS measure.

 

 

 

 

Capital Structure and Earnings Accretion

 

Based on actual FY2025 closing figures of Tupperware Latin America, pro forma leverage stands at 1.9x Net Debt / EBITDA 2025[2], reflecting a conservative capital structure that remains appropriate for a transaction of this size and that preserves meaningful financial flexibility, consistent with BeFra’s disciplined approach to balance sheet management and its existing dividend policy. On a pro forma basis, comparing BeFra’s standalone FY2025 EPS of US$1.46 with the pro forma combined FY2025 EPS including Tupperware Latin America and adjusted for the acquisition financing costs, the transaction resulted in a pro forma combined EPS of US$2.11, representing an earnings accretion of approximately 44.5% to BeFra’s shareholders and confirming the immediately accretive nature of the transaction.

 

Strategic Rationale

 

The acquired business is a vertically integrated platform supported by more than 140 distributors and over 200,000 independent sales representatives, with top-tier manufacturing operations in Mexico and Brazil. Tupperware Latin America will operate as an independent business unit within the BeFra platform, preserving its distinctive consumer value proposition while benefiting from the same operating playbook that BeFra has successfully deployed across its existing portfolio, including the renewal of Jafra following its acquisition in 2022. BeFra has identified the following principal sources of value creation:

1.Successful operations at attractive scale and profitability in Mexico and Brazil. Tupperware’s operations in its two principal Latin American markets benefit from established commercial infrastructure, vertically integrated manufacturing, and a long track record of profitability and cash-flow generation, providing BeFra with a high-quality platform from which to drive its next phase of value creation.
2.Strength of the Tupperware brand across Latin America. Tupperware is one of the most iconic and trusted consumer brands in the region, with deep brand equity, strong consumer recognition, and broad distribution reach, providing a durable foundation on which to reignite growth.
3.Deployment of the BeFra commercial growth model. BeFra intends to apply across Tupperware Latin America the same proven commercial model deployed at Jafra, which has delivered approximately 18% revenue and 23% EBITDA CAGRs[3] from FY2022 to FY2025, encompassing product innovation, distributor productivity, technology and business intelligence, and operational excellence.
4.Cost synergies across the combined platform. BeFra has identified meaningful cost synergies to be captured over the medium term, particularly across procurement, corporate overhead, and the optimization of the manufacturing footprint, leveraging the installed capacity of Tupperware’s plants in Mexico and Brazil across the broader brand portfolio.

 

Integration and Leadership

 

Tupperware Latin America will operate as an independent business unit under the BeFra umbrella, fully integrated within BeFra’s operating platform. The business will be led by Chief Executive Officer Andrés Campos and BeFra’s central management team, with strategic guidance and coaching from Chairman of the Board Luis

 

G. Campos, whose prior leadership of Tupperware Americas (1994–1999) provides valuable industry perspective to inform integration priorities and brand positioning. Day-to-day execution and operational decision-making will rest with the BeFra leadership team, supported by the deep industry experience of several BeFra executives who previously held senior roles at Tupperware in the region. This governance model is designed to ensure a precise and disciplined integration plan and the consistent deployment of BeFra’s commercial growth model across the brand portfolio.

 

2 Before the transaction BeFra’s leverage stood at 1.6x Net Debt / EBITDA 2025.

3 CAGR calculated from April 2022 (Jafra’s acquisition) to 2025.

 

 

About BeFra

 

BeFra (NYSE: BWMX) is one of the leading consumer-products platforms in Mexico and Latin America, and the parent company of Betterware, Jafra, and Tupperware. The Company specializes in innovative home solutions, beauty and personal care, and direct-to-consumer product categories, supported by proprietary distribution systems, world-class manufacturing capabilities, and a longstanding culture of operational excellence.

 

Advisors

 

DD3 Capital Partners acted as financial advisor to BeFra, with Greenberg Traurig and Demarest Advogados serving as BeFra’s legal advisors. Ankura Consulting Group, LLC is acting as financial and operational advisor, and Dechert LLP and Creel, García-Cuéllar, Aiza y Enríquez, S.C. are acting as legal advisors to Party Products, LLC.

 

Non-IFRS Measures

 

This press release contains information about the following non-IFRS financial measures: EBITDA and Adjusted EBITDA. EBITDA is defined as profit for the year adding back depreciation of property, plant and equipment and right-of-use assets, amortization of intangible assets, financing cost (net), and total income taxes. Adjusted EBITDA further excludes gains or losses on the sale of fixed assets and adds back other non-recurring expenses. EBITDA and Adjusted EBITDA are not measures required by or presented in accordance with IFRS, have limitations as analytical tools, and should not be considered in isolation from, or as a substitute for, our results as reported under IFRS. The Company believes these measures are useful to investors because they are used internally to analyze operating profitability and provide comparability with industry peers.

 

Cautionary Statement Regarding Forward-Looking Statements

 

Statements contained in this press release that are not historical, including statements regarding integration plans, expected synergies, accretion, leverage, and the financial and operational results of the combined business, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations and are subject to risks, uncertainties, and assumptions that are difficult to predict; accordingly, actual results may differ materially. Such risks include, without limitation, our ability to integrate the acquired business and realize expected synergies, general economic conditions, competitive dynamics, input cost fluctuations, and other risks described under “Risk Factors” in our most recent Annual Report on Form 20-F and in our subsequent filings with the SEC. Forward-looking statements speak only as of the date of this press release, and the Company undertakes no obligation to update them except as requ ired by law.

 

Contacts

 

Company: BeFra IR — iroffice@better.com.mx — +52 (33) 3836 0500 Ext. 2011

Investor Relations: InspIR — Barbara Cano / Ivan Peill — barbara@inspirgroup.com / ivan@inspirgroup.com

 

Source: Betterware de México, S.A.P.I. de C.V.

 

 

 

FAQ

What did Betterware de México (BWMX) announce in this 6-K filing?

Betterware de México announced it completed acquiring 100% of Tupperware’s operating assets in Latin America. The deal includes a perpetual, royalty-free, exclusive license to the Tupperware brand across the region, uniting Betterware, Jafra, and Tupperware under BeFra’s direct-selling platform.

How much did Betterware de México (BWMX) pay for Tupperware Latin America?

BeFra agreed on total consideration of US$250 million on a debt-free, excess-cash-free basis. This includes US$215 million in cash funded with debt and US$35 million in newly issued BeFra shares granted to the seller with customary registration rights and lock-up.

What are Tupperware Latin America’s key FY2025 financial metrics in the BWMX deal?

Tupperware Latin America generated FY2025 revenue of US$270 million, Adjusted EBITDA of US$82 million, and net income of US$48 million. The Adjusted EBITDA margin was about 30%, and the implied enterprise value to EBITDA multiple for the transaction is disclosed as 3.0x.

How did Tupperware Latin America perform in 1Q26 before joining Betterware (BWMX)?

In 1Q26, Tupperware Latin America reported revenue of US$75 million and Adjusted EBITDA of US$21 million. Management notes the business has tracked the financial profile presented at announcement, with slightly stronger growth momentum in Mexico than initially expected.

What are the separate financial profiles for Tupperware Mexico and Brazil in the BWMX acquisition?

For FY2025, Mexico delivered revenue of US$179 million, Adjusted EBITDA of US$74 million, and net income of US$44 million. Brazil reported revenue of US$91 million, Adjusted EBITDA of US$8 million, and net income of US$4 million, with slightly negative EBITDA in 1Q26.

How is Betterware de México (BWMX) structuring brand operations after the Tupperware acquisition?

BeFra plans for Betterware, Jafra, and Tupperware to retain distinct consumer value propositions and operate as independent business units. They will share BeFra’s capabilities in product innovation, technology, business intelligence, manufacturing, and distribution to pursue revenue and cost synergies across Latin America.

Filing Exhibits & Attachments

1 document