HomesToLife announces acquisition of HTL Marketing

HomesToLife (HTLM) has entered into a definitive sale and purchase agreement with New Century International Homes to acquire 100% of equity interests in HTL Marketing. The Company expects that the Acquisition will enable HomesToLife to leverage HTL Marketing’s international network and customer base to access extensive global market opportunities, generate numerous synergies in sourcing, manufacturing, and distribution, and drive substantial growth in both revenue and profitability. Under the terms of the Sale and Purchase Agreement, in exchange for acquiring HTL Marketing, HomesToLife Ltd will issue to New Century 75,000,000 ordinary shares, par value $0.0001 per share, which will be subject to two-year lock-up restrictions. HTL Marketing, based in Singapore, procures upholstered sofas from various factories located in China, India, Vietnam and Italy, and exports its products to about 50 countries in Europe, Asia-Pacific, and North America through a broad network of sales partners and retailers. In fiscal year of 2024, HTL Marketing achieved sales of $330M, of which Europe, Asia-Pacific, U.S. and Canada accounted for 59%, 28%, 8% and 5%, respectively. In fiscal year of 2024, HTL Marketing recorded a profit after tax of $11M, had positive cash flow from operating activities of $19M and zero gearing, each in accordance with its local accounting standards. HTL Marketing is wholly owned by New Century, which is, in turn, wholly owned by Golden Hill Capital Pte Ltd., a Singapore-based investment holding company wholly owned by Mr. Phua Yong Pin and Mr. Phua Yong Tat, who are co-founders, directors and controlling shareholders of both HTL Marketing and HomesToLife. HTL Marketing and HomesToLife are related parties. According to Ms. Phua Mei Ming, HomesToLife’s chief executive officer, the Acquisition is expected to provide a significant uplift to the Company’s top-line performance, which it expects to grow from $4M in 2024 to the range of $250M to $280M in 2025. HomesToLife’s 2025 bottom line is also expected to be “significantly bolstered” by the acquisition, said Ms. Phua. For 2026, said Ms. Phua, HTL Marketing is expected to contribute revenue in the range of $350M to $400M and a profit after tax in the range of $15M to $20M. After receiving non-binding transaction proposal regarding the Acquisition from New Century in December 2024, given the fact that the proposed Acquisition constituted a major related party transaction, the board of directors of HomesToLife established a special committee to evaluate the fairness of the proposed Acquisition in the interests of HomesToLife and its shareholders. The Special Committee had the exclusive power and authority to, among other things, evaluate and negotiate the proposed Acquisition on behalf of the board of directors and HomesToLife and approve or reject the proposed Acquisition. The Special Committee consists solely of independent directors of HomesToLife. The Special Committee engaged Kroll, LLC as its independent financial advisor and Loeb & Loeb LLP as its legal advisor in evaluation and negotiation of the proposed Acquisition and the Sale and Purchase Agreement with New Century. Kroll, LLC has provided a fairness opinion to the Special Committee that the purchase consideration of 75,000,000 Ordinary Shares of HomesToLife is fair from a financial point of view to HomesToLife. On May 5, 2025, the Company’s board of directors, acting upon the unanimous recommendation of the Special Committee, unanimously approved the Sale and Purchase Agreement and the transactions contemplated thereby, including the Acquisition. The Acquisition is subject to customary closing conditions. It is currently expected to close during the second quarter of 2025.