Israel’s Eshbal Functional Food has finalized the acquisition of a 55% interest in the U.S. low-carb and gluten-free brand, Dare to Be Different Foods (D2BD). This strategic move places Eshbal firmly within the evolving food and beverage industry trends, particularly focused on health-conscious consumers.
In a statement released on February 10, the Canada-listed company confirmed the purchase, which includes key assets associated with D2BD’s operations. This acquisition aligns with the growing demand in the food and drink business for innovative products catering to dietary restrictions.
To complete this deal, Eshbal issued 3.6 million common shares at a deemed issue price of C$0.21 ($0.15) per share, resulting in a total valuation of approximately C$756,000. Additionally, the transaction includes a cash component of $248,000, with $26,000 paid at closing and the remainder to be settled through monthly installments of at least $18,500 over the next year.
Founded in 2012, D2BD, based in New York, specializes in producing low-carb and gluten-free frozen products. Their product lineup features crusts, crisps, and gnocchi made with broccoli and cauliflower, reflecting current food and drink consumer trends towards healthier meal options.
Negotiations for this transaction began last year, leading to Eshbal signing a letter of intent in July. By November, Eshbal had entered a definitive share purchase agreement to acquire the majority stake in D2BD. This agreement specified a $248,000 cash purchase for newly issued D2BD shares, along with plans to acquire shares from existing shareholders for $180,000, financed through 1,200,000 Eshbal shares at $0.15 each. Furthermore, Eshbal indicated it could issue additional shares contingent upon D2BD meeting specific performance targets within two years post-acquisition.
In January, the terms were modified to include the purchase of additional D2BD-related assets from managing director Marvin Jemal for $360,000, alongside adjusted milestone-share conditions.
Eshbal primarily serves the foodservice and retail sectors in Israel. The company has expanded its presence in North America following a reverse takeover of Hakken Capital Corp., which led to a listing on the TSX Venture Exchange. Eshbal CEO Tomer Bar Meir previously highlighted his expectations, stating that through strategic acquisitions in North America, the company aims to triple its revenue within the next two years.