Happy Belly Food Group Inc., a leader in acquiring and scaling emerging food brands across Canada, says it has exercised its right to acquire the remaining 50% of Heal Wellness, making the brand a 100% wholly owned subsidiary of Happy Belly.
Heal is a fresh smoothie bowls, acai bowls, and smoothies quick serve restaurant.
“Three years ago to the day, Happy Belly signed a deal with the founding partners of Heal Wellness to enter into a joint venture for the purpose of operationalizing the business, preparing it for growth, and scaling the business. I am very proud of the results that we have achieved so far having successfully grown the business 10x, having grown from 2 locations to 20 locations (6 corporate and 14 franchised), with a significant amount still to open in 2025-2026. Backed by a development pipeline of 130 units across Canada, interest from both franchisees and landlords is rapidly increasing-paving the way for sustained and scalable organic growth coast to coast. This milestone is a clear reflection of what’s possible when you have the 3 P’s – people, process, and product,” said Sean Black, Chief Executive Officer of Happy Belly.
“As a part of this transaction Heal Co-Founder Jesse Davidson will join the Happy Belly team full time and will be promoted to Brand Leader of Heal Wellness. The Heal Wellness concept has hit an inflection point of true hockey stick growth both in net new units (unit count) and in EBITDA in 2025. Which is why we’ve proactively invested in top-tier talent to support Jesse and the team as they manage the growing demand across Canada. Our franchise network continues to expand at a rapid pace, with new interest and inquiries coming in from across the country each week.”
Black said acquiring the remaining 50% of Heal Wellness is a significant milestone for Happy Belly and provides shareholders a more detailed view of its joint-venture acquisition strategy.
“Happy Belly acquired 50% of Heal Wellness three years ago for a non-cash investment of $250,000 in Happy Belly stock (valued at $0.09 per share) into the joint venture. This represented a 2.2x multiple of EBITDA, with a projected forward twelve-month EBITDA of $230,000 CDN. After working together for the past three years using only the cashflow generated from the Heal business (Happy Belly capital not required), the business has transformed both in scale and footprint generating an impressive estimated $750,000.00 CDN in trailing twelve-month EBITDA (“TTM EBITDA”). Happy Belly will acquire the remaining 50% of the business on a debt-free basis at a multiple of 3.75x TTM EBITDA. Happy Belly intends to satisfy the purchase price by transferring its 50% ownership of the JVCo’s existing Happy Belly shares to the Heal Vendors. The value of the shares will be recognized at current market values and transferred on the day of close of this transaction. Final transaction details to be announced at the close of the transaction after all reconciliations are completed (estimated to be completed by end of July),” he explained.
“The value our management team has created is evident not only in Heal’s record EBITDA but also in the increased shareholder value of Happy Belly. By leveraging our share price appreciation to acquire the remaining 50%, we are realizing a 10x gain on invested share capital. With plans to double both our store count and EBITDA within the next 12-18 months, this transaction delivers an exceptional return on invested capital-using existing shares on our cap table to fund the majority of the transaction. We look forward to executing more transactions like this in the future.”
Black said the transaction validates the value Happy Belly creates for its joint venture partners and validates its acquisition strategy based on reduced risk when partnering with founders.
“Our model paves the way for sustained and predictable M&A growth across our portfolio of emerging brands. By balancing organic expansion in our core markets with a nationwide rollout, we’re positioned to deliver long-term value. We’re confident our multi-brand platform will drive strong results, attract top-tier franchise partners, and secure prime real-estate opportunities across Canada,” he said.
“Our accelerated franchising model-validated by strong organic gains-is tailor-made for scaling emerging brands. Our portfolio has 531 units under development agreements, clearly setting the path forward for several years of predictable organic growth for Happy Belly charting a clear course for sustained expansion. As we roll out additional franchise locations, we anticipate significant contributions to both revenue and profitability for Happy Belly.”
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