重大事件
即時報告
8-K
2026-07-23
HF Foods 以約3500萬美元收購加拿大急凍海鮮商Searay，首次進軍美國以外市場
AI 繁中摘要
HF Foods 集團（納斯達克：HFFG）宣佈透過 8-K 表格提交一項重大收購協議，將以約 4,790 萬加元（約 3,500 萬美元）收購加拿大領先的民族及特產急凍海鮮進口商 Searay Foods Inc. 及其關聯公司，標誌著公司首次拓展美國以外市場 🚀。交易預計於 2026 年第三季完成，作價約為 Searay 2025 年預測經調整 EBITDA 的 5.0 倍（約 960 萬加元），並預期即時提升 HF Foods 的利潤率及每股盈利（EPS）。收購資金將以現金及 HF Foods 普通股組合支付，最終比例將於完成時公佈。
Searay 總部位於卑詩省列治文，專注亞洲及民族風味急凍海鮮，旗下擁有 Searay Foods、Thai Best、Pinoy’s Best 等多個品牌，過去五年（2019 至 2024 財年）收入複合年增長率約 15%，常態化 EBITDA 利潤率達 14-15%。此交易讓 HF Foods 直接進入加拿大溫哥華大都會市場——北美其中一個最具多元文化聯繫的亞洲食品市場，同時藉 Searay 最近在美國洛杉磯開展的直接進口業務，發揮跨境供應鏈協同效應，尤其在海鮮類別（佔 HF Foods 現有淨收入約 36%）上深化產品組合 🐟。
管理層方面，HF Foods 總裁兼首席執行官 Felix Lin 表示，這次收購是公司長期擴張策略的重要里程碑，貫徹其經實證的併購方針，並看好 Searay 的供應商關係、多品牌組合及行業領先的利潤率。Searay 聯合創辦人 Jack 及 Philip Chan 則認為 HF Foods 的規模、分銷網絡及對品質的承諾是理想結合，未來將繼續由新任首席執行官 Derick Ngan 帶領日常營運。
HF Foods 同時重申先前提出的目標：在未來三至五年內將合併經調整 EBITDA 利潤率擴大至 4.5% 至 5.0% 以上，顯示管理層對協同效應的信心 💪。對投資者而言，此舉不僅開拓新地理市場，亦帶來即時的盈利增值潛力，但需注意外匯波動、整合風險及監管審批等不確定因素。
展開英文正文
EX-99.1 3 exhibit991-searayacquisiti.htm EX-99.1 Document Exhibit 99.1 HF Foods Group to Acquire Searay Foods, a Highly Attractive Canadian Importer and Distributor of Ethnic and Specialty Seafood Products, Marking the Company's First International Expansion Strategic entry into Canada through the Vancouver metro market, one of North America's premier specialty Asian foods markets with deep multicultural ties Reinforces HF Foods' positioning as the acquiror of choice, extending its proven M&A playbook into new geographies Transaction valued at approximately 5.0x Searay's 2025P Adjusted EBITDA and is expected to be immediately accretive to Margins and EPS Consideration to be funded through a combination of cash and HF Foods common stock HF Foods' reaffirms previously communicated target of expanding consolidated Adjusted EBITDA margin to 4.5%-5.0%+ over the next three to five years LAS VEGAS, July 23, 2026 (GLOBE NEWSWIRE) — HF Foods Group Inc. (NASDAQ: HFFG) (“HF Foods” or the “Company”), a leading distributor of international foodservice solutions to Asian restaurants and other businesses across the United States, today announced that it has entered into a definitive agreement to acquire Searay Foods Inc. and its related entities (“Searay”), a leading Canadian importer and distributor of ethnic and specialty frozen seafood, headquartered in Richmond, British Columbia. The transaction represents HF Foods’ first expansion outside the United States and is expected to close in Q3 2026, subject to customary closing conditions and regulatory approvals. Under the terms of the agreement, HF Foods will acquire up to 100% of the outstanding equity interests of Searay for total consideration of approximately CAD$47.9 million (approximately US$35 million), representing approximately 5.0x Searay's 2025 Adjusted EBITDA of approximately CAD$9.6 million. Consideration will be funded through a combination of cash on hand and shares of HF Foods common stock, with final terms to be disclosed upon closing. Management Commentary “The acquisition of Searay is a pivotal milestone in HF Foods’ growth journey and the first step in our long-stated strategy to expand our platform beyond the United States,” said Felix Lin, President and Chief Executive Officer of HF Foods. “Searay has built an exceptional reputation over 25 years as a leading Canadian distributor of ethnic frozen seafood, with deep supplier relationships, a trusted multi-brand portfolio, and industry-leading margins. This transaction is consistent with the disciplined, accretive M&A strategy we have communicated to investors, and we are excited to combine Searay’s expertise in frozen seafood with HF Foods’ national distribution infrastructure to unlock meaningful cross-selling and supply chain synergies across both businesses.” “We are proud of what we have built at Searay over the past 25 years, and we believe HF Foods is the right partner to carry that legacy forward,” said Jack and Philip Chan, Co-Presidents and founders of Searay. “HF Foods’ scale, distribution network, and shared commitment to quality and customer service make this a natural combination. We look forward to working alongside the HF Foods team to accelerate Searay’s growth, including our ongoing expansion into the U.S. market.” Strategic Rationale •First International Expansion: The transaction marks HF Foods’ entry into Canada and establishes a platform to pursue further growth across North America, consistent with the Company’s previously disclosed proven M&A playbook of geographic expansion, increased distribution capabilities, and new product categories. •Complementary Product Portfolio: Searay’s ethnic frozen seafood offering, including its Searay Foods, Thai Best, Pinoy’s Best, Smart Fish, Diamond Shrimp, and Gold Label brands, broadens HF Foods’ specialty product assortment and deepens its presence in the seafood category, which represents approximately 36% of HF Foods’ existing net revenue. •Cross-Border Synergies: Searay’s recently established U.S. operations, including its planned Los Angeles direct import operations, are expected to benefit from HF Foods’ existing distribution network, sourcing scale, and West Coast infrastructure. •Attractive Financial Profile: Searay has demonstrated a revenue compound annual growth rate of approximately 15% from FY2019 to FY2024 and strong Normalized EBITDA margins of approximately 14-15%, supported by disciplined inventory management and long-tenured supplier and customer relationships. •Accretive Transaction: The acquisition is expected to be accretive to HF Foods’ Adjusted EBITDA and margins, consistent with the Company’s previously communicated target of expanding consolidated Adjusted EBITDA margin to 4.5%-5.0%+ over the next three to five years. Transaction Details HF Foods will acquire up to 100% of Searay Foods Inc., Morgan Foods Inc., and Searay Foods USA Inc. for total consideration of approximately CAD$47.9 million (approximately US$35 million based on current exchange rates), representing approximately 5.0x Searay's 2025 Adjusted EBITDA of approximately CAD$9.6 million. The consideration is expected to be funded through a combination of cash on hand and newly issued shares of HF Foods common stock; the final split between cash and stock consideration will be disclosed at closing. Following the closing of the transaction, Searay's existing management team, led by incoming Chief Executive Officer Derick Ngan, is expected to continue to lead Searay's day-to-day operations as a subsidiary of HF Foods. The transaction is expected to close in Q3 2026, subject to customary closing conditions, including regulatory approvals. About HF Foods Group Inc. HF Foods Group Inc. is a leading marketer and distributor of fresh produce, frozen and dry food, and non-food products to primarily Asian restaurants and other foodservice customers throughout the United States. HF Foods aims to supply the increasing demand for Asian American restaurant cuisine, leveraging its nationwide network of distribution centers and its strong relations with growers and suppliers of fresh, high-quality specialty restaurant food products and supplies in the US and Asia. Headquartered in Las Vegas, Nevada, HF Foods trades on Nasdaq under the symbol “HFFG”. For more information, please visit www.hffoodsgroup.com. About Searay Foods Inc. Founded in 2000 and headquartered in Richmond, British Columbia, Searay Foods Inc. is a leading Canadian importer and distributor of branded ethnic and specialty frozen seafood, serving retail, wholesale, and restaurant customers across North America. Searay sources premium frozen seafood from more than 80 suppliers worldwide and distributes its products through six proprietary brands, including Searay Foods, Thai Best, Pinoy’s Best, Smart Fish, Diamond Shrimp, and Gold Label. Forward-Looking Statements All statements in this news release other than statements of historical facts are, or may be deemed to be, “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and contain our current expectations about our future results, including statements regarding the expected timing, benefits, and effects of the proposed acquisition of Searay. We have attempted to identify any forward-looking statements by using words such as “expects,” “believes,” “anticipates,” “plans,” “will,” “target” and other similar expressions. Although we believe that the expectations reflected in all of our forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Such statements are not guarantees of future performance or events and are subject to known and unknown risks and uncertainties that could cause the Company’s actual results, events, or financial positions to differ materially from those included within or implied by such forward-looking statements, including risks relating to the Company’s ability to satisfy closing conditions and consummate the proposed acquisition on the anticipated terms or timing, or at all, risks relating to the Company’s ability to successfully integrate Searay’s operations and realize anticipated synergies, risks relating to the impact of foreign currency fluctuations, and other factors disclosed under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 and other filings with the Securities and Exchange Commission (the “SEC”). Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made. Except as required by law, we undertake no obligation to disclose any revision to these forward-looking statements. Contacts: ICR Anna Kate Heller [email protected]