Elixinol Wellness has entered into a binding agreement to purchase premium lifestyle brand The Healthy Chef in a transaction valued at as much as A$5.5 million.
The Healthy Chef was established in Australia in 2006 by nutritionist, wellness coach and celebrity chef Teresa Cutter, and focuses on clean nutrition across women's health, inner beauty, and wellbeing.
The brand's product range targets high-demand categories including weight loss, health and fitness, stress, sleep, menopause, and immunity.
Once the transaction is finalised, Cutter will remain involved as a consultant for three years, with the option to extend for a further three years, covering global brand ambassadorship along with product and recipe development.
Elixinol has also secured commitments for a capital raise through a $1.1 million institutional placement of up to 244 million new shares, and is launching a non-underwritten share purchase plan aiming to raise up to $500k through the issue of approximately 111 million new shares.
The proceeds will go toward completing the acquisition of The Healthy Chef, as well as marketing and working capital requirements.
Elixinol said the deal brings in a fully developed branded business expected to improve revenue, margins, and EBITDA while complementing its current portfolio.
The company added: "The acquisition advances Elixinol's path to positive cash flow and EBITDA expansion, supported by diversified revenue streams aligned with the company's core principles of sustainable nutrition."
Non-executive chair David Fenlon said that beyond lifting group margins through cost savings, the acquisition "offers substantial growth potential in untapped consumer segments".
He added: "We are delighted to welcome Teresa Cutter as a global brand ambassador, and look forward to working closely with her to unlock the full potential of The Healthy Chef brand."
Under the deal structure, an initial cash payment of $600k will be followed by deferred payments tied to gross profits generated by The Healthy Chef, together with the benefits derived from integration with existing Elixinol operations.
The total purchase price will fall somewhere between $3.1 million and $5.5 million, with the final figure determined in March 2028. It will be calculated on a sliding scale, with the maximum amount payable if The Healthy Chef generates more than $10 million in gross revenue in FY27.
Elixinol told the ASX it is building a profitable 'House of Brands' in clean nutrition, achieving record revenues, strong growth, and category leadership in Australia, with the US identified as the next growth horizon.
