Kalera AS (“Kalera”) (EURONEXT GROWTH OSLO: KAL) and Agrico
Acquisition Corp. (“Agrico”) (NASDAQ: RICO) announced today that
the U.S. Securities and Exchange Commission (“SEC”) has declared
effective the registration statement on Form S-4 of Kalera Public
Limited Company (as amended, the “Registration Statement”), which
includes a proxy statement/prospectus in connection with the Kalera
Special Meeting and the Agrico Special Meeting to consider matters
related to the previously announced proposed business combination
of Kalera and Agrico.
Additionally, Kalera today announced that it has set a meeting
date of June 27, 2022 for the Kalera Special Meeting and a record
date of June 6, 2022, and Agrico today announced that it has set a
meeting date of June 27, 2022 for the Agrico Special Meeting and a
record date of May 12, 2022.
“We are pleased that the SEC has declared the Kalera
registration statement effective, and we are ready to move forward
with the consummation of the business combination,” said Curtis
McWilliams, Interim CEO and incoming Chair of Kalera’s board of
directors. “Since the announcement, a significant amount of capital
has been raised. The board has made the decision to go ahead and
waive the minimum cash closing condition to provide our
shareholders assurances of the opportunity, if approved, to close
the merger and transfer to the more liquid NASDAQ exchange.”
Kalera Shareholder Vote
Kalera’s shareholders of record at the close of business on the
Kalera Record Date are entitled to vote their Kalera ordinary
shares at the Kalera Special Meeting.
The Kalera Special Meeting will take place on June 27, 2022, at
the time as set out in the proxy and voting card in relation to the
Kalera Special Meeting, and will be conducted via live webcast at
the following link:
https://arendt.webex.com/arendt/j.php?MTID=m6bd2433f97b2ee5d2e7055d6a4c88fff.
Agrico Shareholder VoteAgrico’s shareholders of
record at the close of business on the Agrico Record Date are
entitled to vote their Agrico ordinary shares at the Agrico Special
Meeting.
The Agrico Special Meeting will take place at 10:00 a.m.,
Eastern Time, on June 27, 2022 and will be held at the offices of
Maples and Calder (Cayman) LLP at 121 South Church Street, Ugland
House, Grand Cayman, Cayman Islands and virtually at the following
link: https://www.cstproxy.com/agricoacquisition/2022.
In connection with the Agrico Special Meeting, Agrico
shareholders that wish to exercise their redemption rights must do
so no later than 5:00pm Eastern Time on June 23, 2022 (two (2)
business days prior to the Agrico Special Meeting) by following the
procedures as specified in the definitive proxy statement/
prospectus for the Agrico Special Meeting. There is no requirement
that shareholders affirmatively vote for or against the business
combination at the Agrico Special Meeting in order to redeem their
shares for cash.
As announced previously, the business combination is to be
effected through a newly created holding company, Kalera Public
Limited Company (“Kalera PLC”). Upon the consummation of the
business combination, Agrico will become a wholly-owned subsidiary
of Kalera PLC and, if Agrico is solvent at such time, its voluntary
winding-up is expected to commence and its business is expected to
be discontinued except to the extent necessary to facilitate the
winding-up. The legacy business of Kalera will be operated by
Kalera PLC. Kalera PLC’s ordinary shares and warrants are expected
to be traded on Nasdaq under the new symbols “KAL” and “KALWW”,
respectively. At the closing of the business combination, each
Agrico unit will separate into its components consisting of one
Agrico ordinary share and one half of one warrant and, as a result,
will no longer trade as a separate security.
The Record Dates determine the holders of Kalera and Agrico’s
ordinary shares entitled to vote at the Special Meetings, and at
any adjournment or postponement thereof, whereby shareholders will
be asked to approve and adopt the business combination, and such
other proposals as disclosed in the definitive proxy
statement/prospectus included in the Registration Statement and
related convening notice. If the business combination and other
proposals are approved by Kalera and Agrico shareholders, Kalera
and Agrico anticipate closing the business combination shortly
after the Special Meetings, subject to the satisfaction or waiver
(as applicable) of all other closing conditions. Kalera’s officers
and directors and certain other shareholders, who collectively own
approximately 45% of the outstanding Kalera ordinary shares, have
agreed to vote their shares in favor of the business
combination.
Investors who hold Kalera’s ordinary shares in “street name”,
which means that the shares are held in an account at a brokerage
firm or bank, and unless otherwise specified in the relevant
convening notice, may either contact their broker, bank or nominee
to ensure that votes related to the shares they beneficially own
are properly counted, or use the proxy and voting card as
instructed by Kalera, together in the latter case with a share
certificate certifying the number of shares recorded in the
relevant account on the Kalera Record Date. If they wish to attend
the Kalera Special Meeting and vote, they must contact their
broker, bank or other nominee to obtain a legal proxy and
instructions on the procedures to be followed. Kalera recommends
that its shareholders wishing to vote at the Kalera Special Meeting
log in at least 15 minutes before the Kalera Special Meeting start
time. Kalera encourages its shareholders entitled to vote at
the Kalera Special Meeting to vote their shares via proxy in
advance of the Kalera Special Meeting by following the instructions
on the proxy card.
Investors who hold Agrico’s ordinary shares in “street name”,
which means that the shares are registered in the name of their
broker, bank or other agent, should contact their broker, bank or
other agent to ensure that votes related to the shares they
beneficially own are properly counted. In this regards, they must
instruct their broker, bank or other agent how to vote the shares
they beneficially own in accordance with the voting instruction
form they receive from their broker, bank or other agent. If they
wish to attend the Agrico Special Meeting and vote, they must
contact their broker, bank or other agent to obtain a legal proxy
and instructions on the procedures to be followed. Beneficial
investors who own their investments through a bank or broker and
wish to attend the meeting will need to contact Continental Stock
Transfer & Trust Company to receive a control number at least
48 hours before the Agrico Special Meeting.
Waiver of Minimum Cash Condition
Kalera also announced today that it waived the minimum cash
closing condition. The minimum cash condition provides that, after
the holders of Agrico shares have exercised their redemption rights
and assuming the payment of all transaction expenses, the aggregate
amount of cash proceeds received or available to Kalera at or prior
to the consummation of the business combination in respect of debt
or equity financing and the amount in the trust account must equal
$100 million in order for Kalera to be required to consummate the
business combination.
Despite the waiver of the condition, if the minimum cash
condition is not satisfied upon the consummation of the business
combination, Agrico’s sponsor promote will be proportionately
forfeited as outlined in the Sponsor Support Agreement.
About Kalera
Kalera is a vertical farming company headquartered in Orlando,
Florida. Kalera uses technology to ensure that more people around
the world have access to the freshest, most nutritious, and
cleanest products available. It has spent several years optimizing
plant nutrient formulas and developing an advanced automation and
data acquisition system with Internet of Things, cloud, big data
analytics and artificial intelligence capabilities. Kalera
currently operates farms in the US (in Orlando, Florida; Atlanta,
Georgia; Houston, Texas and Denver, Colorado), as well as in
Kuwait. Additional farms are under development. More information is
available at www.kalera.com.
About Agrico
Agrico is a blank check company incorporated on July 31, 2021 as
a Cayman Islands exempted company for the purpose of effecting a
merger, share exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more
businesses. While Agrico may pursue an acquisition opportunity in
any industry or sector, Agrico intends to focus on agricultural
technology targets in agriculture, horticulture, and aquaculture
that aim to improve yield, efficiency or profitability in the
production, processing, distribution, provision of capital, or
consumption of outputs, inputs, data, technology or other services.
For more information, please visit www.agrico.co.
No Offer or Solicitation
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
Important Information and Where to Find It
In connection with the transaction, Agrico and Kalera PLC have
filed and will file relevant materials with the SEC, including a
Form S-4 registration statement filed by Kalera PLC on April 21,
2022 and amended on May 9, 2022 and May 13, 2022 (the “S-4”), which
includes a prospectus with respect to Kalera PLC’s securities to be
issued in connection with the proposed business combination and a
proxy statement (the “Proxy Statement”) with respect to Agrico and
Kalera’s shareholder meetings at which such shareholders will be
asked to vote on the proposed business combination and related
matters. Before making any voting or investment decision, investors
and security holders of Agrico and Kalera are urged to carefully
read the entire registration statement and proxy
statement/prospectus, and any other relevant documents filed with
the SEC, as well as any amendments or supplements to these
documents, because they contain important information about the
proposed transaction. The documents filed with the SEC may be
obtained free of charge at the SEC's website at www.sec.gov, from
Agrico's website at https://www.agrico.co/ and from Kalera's
website at https://www.Kalera.com/.
Participants in the Solicitation
Agrico, Kalera and certain of their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from shareholders, in favor of the approval
of the merger. Information regarding Agrico's and Kalera's
directors and executive officers and other persons who may be
deemed participants in the solicitation may be obtained by reading
the registration statement and the proxy statement/prospectus and
other relevant documents filed with the SEC. Free copies of these
documents may be obtained as described above.
Forward-Looking Statements
This communication includes certain statements that are not
historical facts but are forward-looking statements for purposes of
the safe harbor provisions under the applicable securities laws.
Forward-looking statements generally are accompanied by words such
as "believe," "may," "will," "estimate," "continue," "anticipate,"
"intend," "expect," "should," "would," "plan," "predict,"
"potential," "seem," "seek," "future," "outlook," and similar
expressions that predict or indicate future events or trends or
that are not statements of historical matters.
These forward-looking statements include, but are not limited
to, statements regarding the terms and conditions of the proposed
business combination and related transactions disclosed herein, the
timing of the consummation of such transactions, assumptions
regarding shareholder redemptions and the anticipated benefits and
financial position of the parties resulting therefrom. These
statements are based on various assumptions and/or on the current
expectations of Agrico or Kalera's management. These
forward-looking statements are provided for illustrative purposes
only and are not intended to serve as and must not be relied on by
any investor or other person as, a guarantee, an assurance, a
prediction or a definitive statement of fact or probability. Actual
events and circumstances are difficult or impossible to predict and
will differ from assumptions. Many actual events and circumstances
are beyond the control of Agrico and/or Kalera. These
forward-looking statements are subject to a number of risks and
uncertainties, including but not limited to general economic,
financial, legal, political and business conditions and changes in
domestic and foreign markets; the amount of redemption requests
made by Agrico's public shareholders; changes in the assumptions
underlying Kalera's expectations regarding its future business; the
effects of competition on Kalera's future business; and the outcome
of judicial proceedings to which Kalera is, or may become a
party.
If the risks materialize or assumptions prove incorrect, actual
results could differ materially from the results implied by these
forward-looking statements. There may be additional risks that
Kalera and Agrico presently do not know or currently believe are
immaterial that could also cause actual results to differ
materially from those contained in the forward-looking statements.
In addition, forward-looking statements reflect expectations,
assumptions, plans or forecasts of future events and views as of
the date of this communication. Kalera and Agrico anticipate that
subsequent events and developments will cause these assessments to
change. However, while Kalera and/or Agrico may elect to update
these forward-looking statements at some point in the future, each
of Kalera and Agrico specifically disclaims any obligation to do
so, except as required by applicable law. These forward-looking
statements should not be relied upon as representing Kalera's or
Agrico' (or their respective affiliates') assessments as of any
date subsequent to the date of this written communication.
Accordingly, undue reliance should not be placed upon the
forward-looking statements.
For investor inquiries, please contact:
Eric Birgeir@kalera.com313-309-9500
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