Kalera AS (“Kalera”), one of the preeminent leafy green vertical
farming companies and a leader in plant science for producing
high-quality produce in controlled environments, and Agrico
Acquisition Corp., a special purpose acquisition company (SPAC),
today jointly announced that they have entered into a definitive
merger agreement. As a result, Kalera will transition from its
current Euronext Growth Oslo listing to a publicly listed company
with its common shares traded on the NASDAQ stock market.
Curtis McWilliams, Interim Chief Executive Officer of Kalera,
said, “Kalera and Agrico together form a team with the expertise to
bring Kalera’s fresh, clean and sustainable Local Living LettuceTM
to consumers across the globe. A tremendous need exists for
healthy, sustainable, and surprisingly affordable food. At Kalera,
we believe we have a business model that can bring nourishment
across the globe while reducing environmental impact.”
Brent De Jong, Chairman and Chief Executive Officer of Agrico,
said “Kalera is already positioned as a leader in the vertical
farming industry with its 10 facilities operating or construction
nearly complete and Vindara, its seed business dedicated to
controlled environments. The proposed merger with Agrico brings the
necessary capital for Kalera to be the first leafy green vertical
farm company to have a national footprint in the US and be able to
reliably supply a national off-take contract while still being
local. The Agrico team and its scaling experience will supplement
an already strong Kalera management team and Board of
Directors.”
Kalera’s current management team and recently appointed Interim
CEO Curtis McWilliams will continue to oversee the business and use
the transaction proceeds to further expand their global network of
vertical farms. With four facilities operating and six more under
construction, the company believes that the team is well on the
path to achieving this vision.
Transaction Overview
- Kalera and Agrico will merge to create a combined company that
will be listed on NASDAQ.
- The share exchange ratio implies a pro forma equity valuation
of the combined company of $375 million on a fully diluted basis,
assuming no redemptions by shareholders of Agrico.
- If no public shareholders of Agrico exercise their redemption
rights, existing Kalera equity holders will own approximately 52%,
and Agrico shareholders would own approximately 42% of the issued
and outstanding common stock of the combined company at closing.
If some Agrico shareholders redeem their shares, Kalera
shareholders would own a higher percentage of the combined company
and Agrico shareholders would own a smaller percentage.
- Kalera and/or Agrico may raise additional capital prior to the
closing of the transaction.
- The transaction, which has been approved by the boards of
directors of both of Kalera and Agrico, is expected to close in the
second quarter of 2022. The transaction remains subject to approval
by both Agrico and Kalera shareholders, as well as other customary
closing conditions.
Additional information about the proposed transaction, including
a copy of the business combination agreement, will be provided in a
Current Report on Form 8-K to be filed by Agrico with the
Securities and Exchange Commission (the “SEC”).
Advisors:
BofA Securities acted as financial advisor to Kalera AS in
connection with the transaction. Milbank LLP and Advokatfirmaet
Thommessen AS acted as legal counsel to Kalera. FTI Consulting, and
Maxim Group LLC acted as financial advisors to Agrico and Maples
Group and Loeb & Loeb LLP acted as legal counsel for
Agrico.
Investor Conference Call
Information:
Kalera will host an investor conference call and webcast at 8:00
ET Wednesday, February 2, 2022, to discuss the proposed
transaction. The event will include a presentation by Kalera &
Agrico leadership followed by Q&A.
The link for the webcast and presentation will
be available on the company’s website under Investors.
https://kalera.com/investors/
Announcement includes inside information:
This announcement is considered to include inside information
pursuant to the EU Market Abuse Regulation and is subject to the
disclosure requirements pursuant to section 5-12 of the Norwegian
Securities Trading Act. This announcement was published by Rune
Damm at the date and time set out above.
About
Kalera:
Kalera is a vertical farming company headquartered in Orlando,
Florida. The company produces fresh, nutritious, and excellent
tasting leafy greens with minimal environmental impact. 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. Kalera currently operates farms in Orlando (Florida),
Atlanta (Georgia), Houston (Texas), and Kuwait. More information is
available at https://www.Kalera.com/.
About
Agrico:
Agrico Acquisition Corp. is a blank check company, also commonly
referred to as a special purpose acquisition company, or SPAC and
has an emphasis on AgTech. The management team has substantial
experience building platforms and scaling businesses around the
world for more information please visit www.agrico.co. The
information contained on, or accessible through, Agrico's website
is not incorporated by reference into this press release, and you
should not consider it a part of this press release.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN
APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY
AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS
OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION
CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
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
This press release is being made in respect of the proposed
business combination transaction involving Agrico and Kalera. The
parties intend to file a registration statement on Form S-4 (or
such other form as they might determine to be applicable) with the
SEC, which will include a proxy statement for Agrico and Kalera
shareholders and which will also serve as a prospectus related to
offers and sales of the securities of the combined entity
(“Pubco”). Agrico will also file other documents regarding the
proposed transaction with the SEC. A definitive proxy
statement/prospectus will also be sent to the stockholders of
Agrico and Kalera, seeking required stockholder approval. 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, when they
become available, and any other relevant documents filed with the
SEC, as well as any amendments or supplements to these documents,
because they will 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.
In addition, the documents filed with the SEC may be obtained
free of charge 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 stockholders, 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 when they become
available. Free copies of these documents may be obtained as
described above.
Forward-Looking Statements
This press release 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 press release. 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 press release. Accordingly,
undue reliance should not be placed upon the forward-looking
statements.
Contact:
Eric Birgeir@kalera.com313-309-9500
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