Onfolio Signs Letters of Intent to Acquire Four Businesses

Onfolio announced that it has signed exclusive letters of intent to acquire four cash-generative businesses across digital marketing, e-commerce, and financial media. Based on seller-provided unaudited financial information and the company's preliminary diligence, the four proposed acquisitions represent approximately $9.4M in aggregate trailing revenue and approximately $4.1M in aggregate trailing adjusted EBITDA. If completed and assuming the acquired businesses perform in line with their trailing results, the proposed acquisitions are expected to approximately double Onfolio's revenue run rate and move the company to positive free cash flow. The transactions are structured with a combination of upfront cash consideration, seller-financed notes, and earnout provisions tied to post-closing performance. Aggregate upfront cash consideration is expected to be approximately $10.5M, with total potential consideration of approximately $12.1M, representing an average acquisition multiple of approximately 3x trailing adjusted EBITDA on total potential consideration. The four businesses under LOI are: a healthcare-focused business-to-business marketing agency generating approximately $2M in annual revenue and approximately $1M in adjusted EBITDA; a home services-focused business-to-business marketing agency generating approximately $2M in annual revenue and approximately $1.2M in adjusted EBITDA; a direct-to-consumer e-commerce brand in the outdoor survival category generating approximately $5M in annual revenue and approximately $1.5M in adjusted EBITDA and a financial media business generating approximately $350,000 in adjusted EBITDA. In addition to the four signed LOIs described above, Onfolio is currently conducting early diligence on additional acquisition opportunities representing approximately $5M of potential annual adjusted EBITDA. These opportunities are not subject to signed LOIs or definitive agreements, are not included in the $4.1M figure above, and there can be no assurance that any of them will proceed. The company also continues to evaluate a broader pipeline of cash-generative digital businesses consistent with its acquisition strategy. Each proposed transaction remains subject to completion of due diligence, negotiation and execution of definitive transaction agreements, and customary closing conditions. The LOIs are non-binding except for certain customary provisions, including confidentiality and exclusivity. There can be no assurance that any of the proposed acquisitions will be completed on the terms described herein, or at all. The company has elected not to disclose the identities of the target businesses at this stage in order to protect the integrity of the ongoing negotiation and due diligence processes. Onfolio expects to disclose additional details, including the identities of acquired businesses, in connection with the execution of definitive agreements and closing of each transaction, as appropriate.