HAMILTON, Mont., Nov. 5, 2021 /PRNewswire/ -- Breakthrough U.S.
indoor agriculture company Local Bounti Corporation ("Local
Bounti") and Leo Holdings III Corp (NYSE:LIII) ("Leo"), a publicly
traded special purpose acquisition company, today announced they
have entered into subscription agreements for an additional
$25 million of common stock in a
private placement ("PIPE") from new and existing PIPE investors on
the same terms as the initial PIPE financing in the previously
announced business combination transaction between Local Bounti and
Leo on June 18, 2021 (the "Business
Combination"). This increases the aggregate amount of expected PIPE
proceeds to $150 million. Commitments
for the upsized PIPE come from new and existing PIPE investors,
including Fidelity Management & Research Company LLC, BNP
Paribas Asset Management Ecosystem Restoration Fund, strategic
partner Sarath Ratanavadi, CEO of Gulf Energy Development Public
Company Limited, Scott McNealy,
co-founder and former CEO of Sun Microsystems, and affiliates of
Leo's sponsor.
With this increase in the fully committed PIPE, the $150 million of expected PIPE proceeds will
satisfy the minimum cash requirement for the Business Combination
to close, as stipulated in the merger agreement entered into on
June 18, 2021 by Local Bounti and
Leo, regardless of any potential redemptions by Leo shareholders
that may occur. As a result, and subject to Leo's shareholder
approval and other customary closing conditions, Local Bounti and
Leo expect to close the Business Combination as planned, resulting
in Local Bounti becoming a publicly traded company.
"We appreciate this vote of confidence from our top tier PIPE
investors, and believe this validates our differentiated and
superior business model focused on strong unit economics and
capital efficiency. This upsized PIPE commitment provides certainty
for our business combination with our partners, properly
capitalizes our business, and puts us in a strong position to
disrupt the traditional agriculture industry," said Craig Hurlbert, Co-CEO of Local Bounti. "We are
at an opportune time in the growth of our business and the
industry, and completion of this business combination taking us
into the public markets will help us broaden the reach of our
sustainably, locally grown produce while focusing on driving the
best unit economics of any company in the CEA space," continued Mr.
Hurlbert.
A leader in the controlled environment agriculture (CEA) space,
where it uses 90% less water and 90% less land than traditional
agriculture, Local Bounti is focused on significantly increasing
produce shelf life, reducing waste and emissions, and addressing
the availability of high-quality produce in local communities.
Local Bounti's sustainably-grown produce is cultivated locally,
reducing food miles – the largest contributor to greenhouse gas
emissions in the current produce supply chain. The environmental
greenhouse conditions help to ensure nutritional value and taste,
and Local Bounti's products are non-GMO and pesticide/herbicide
free. Local Bounti's sustainable, root-on, living product results
in less environmental impacts, carbon footprint, and less waste. To
learn more about Local Bounti's unique growing process, diversified
product offerings and experienced leadership team, please
visit localbounti.com.
In June 2021, Local Bounti and Leo
announced that they entered into a definitive business combination
agreement. Upon the closing of the Business Combination, which
remains subject to customary closing conditions, Local Bounti and
Leo expect the post-combination company's common stock and warrants
to trade on the New York Stock Exchange under the new ticker
symbols, "LOCL" and "LOCL WS," respectively.
About Local Bounti
Local Bounti is a premier controlled environment agriculture
(CEA) company redefining conversion efficiency and environmental,
social and governance (ESG) standards for indoor agriculture. Local
Bounti operates an advanced indoor growing facility in Hamilton, Montana, within a few hours' drive
of its retail and food service partners. Reaching retail shelves in
record time post-harvest, Local Bounti produce is superior in taste
and quality compared to traditional field-grown greens. Local
Bounti's USDA Harmonized Good Agricultural Practices (GAP Plus+)
and non-genetically modified organisms (GMO) produce is sustainably
grown using proprietary technology 365 days a year, free of
pesticides and herbicides, and using 90% less land and 90% less
water than conventional outdoor farming methods. With a mission to
'bring our farm to your kitchen in the fewest food miles possible,'
Local Bounti is disrupting the cultivation and delivery of produce.
Local Bounti is also committed to making meaningful connections and
giving back to each of the communities it serves. To find out more,
visit localbounti.com or follow the company
on LinkedIn for the latest news and developments.
Additional Information
In connection with the Business Combination, Leo filed with the
Securities and Exchange Commission (the "SEC"), on July 19,
2021, a Registration Statement on Form S-4 (as
amended or supplemented through the date hereof, the "Registration
Statement"), which includes a joint proxy statement/prospectus (the
"Joint Proxy Statement/Prospectus"). The Registration Statement has
been declared effective by the SEC and is being mailed to Leo's
shareholders and public warrant holders. Shareholders and public
warrant holders will also be able to obtain copies of the Proxy
Statement/Prospectus at the SEC's website at www.sec.gov or by
directing a request to: Leo Holdings III Corp, 21 Grosvenor Pl,
London SW1X 7HF, United Kingdom. Leo shareholders and public
warrant holders are encouraged to read the Joint Proxy
Statement/Prospectus, including, among other things, the reasons
for Leo's Board of Directors' unanimous recommendation that
shareholders vote "FOR" the Business Combination and the other
shareholder and warrant holder proposals set forth therein as well
as the background of the process that led to the pending Business
Combination with Local Bounti.
Participants in the Solicitation
Leo and its directors, executive officers, other members of
management, and employees, under SEC rules, may be deemed to be
participants in the solicitation of proxies of Leo's shareholders
in connection with the Business Combination and public warrant
holders in connection with the proposed amendment to the warrant
agreement that governs all of Leo's outstanding warrants (the
"Warrant Amendment"). Investors and security holders may
obtain more detailed information regarding the names of Leo's
directors and executive officers and a description of their
interests in Leo in Leo's filings with the SEC, including the Joint
Proxy Statement/Prospectus. Shareholders and public
warrant holders will also be able to obtain copies of the Joint
Proxy Statement/Prospectus at the SEC's website at www.sec.gov or
by directing a request to: Leo Holdings III Corp, 21 Grosvenor Pl,
London SW1X 7HF, United Kingdom.
Local Bounti and its directors and executive officers may also
be deemed to be participants in the solicitation of proxies from
the shareholders of Leo in connection with the Business Combination
and the public warrant holders of Leo in connection with the
proposed Warrant Amendment. A list of the names of such directors
and executive officers and information regarding their interests in
the Business Combination is included in the Joint Proxy
Statement/Prospectus for the Business Combination.
Forward Looking Statements
This communication includes "forward-looking statements" within
the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. Leo's and Local Bounti's
actual results may differ from their expectations, estimates and
projections and consequently, you should not rely on these
forward-looking statements as predictions of future events. Words
such as "expect," "estimate," "project," "budget," "forecast,"
"anticipate," "intend," "plan," "may," "will," "could," "should,"
"believes," "predicts," "potential," "continue," and similar
expressions are intended to identify such forward-looking
statements. These forward-looking statements include, without
limitation, Leo's and Local Bounti's expectations with respect to
future performance and anticipated financial impacts of the
proposed Business Combination, the satisfaction of the closing
conditions to the Business Combination and the timing of the
completion of the Business Combination. These forward-looking
statements involve significant risks and uncertainties that could
cause the actual results to differ materially from the expected
results. Most of these factors are outside Leo's and Local Bounti's
control and are difficult to predict. Factors that may cause such
differences include, but are not limited to: (1) the occurrence of
any event, change or other circumstances that could give rise to
the termination of the Agreement and Plan of Merger, dated as of
June 17, 2021 (as it may be amended,
supplemented or otherwise modified from time to time, the "Merger
Agreement"), by and among Leo, Longleaf Merger Sub, Inc., Longleaf
Merger Sub II, LLC and Local Bounti, (2) the outcome of any
legal proceedings that may be instituted against Leo and Local
Bounti following the announcement of the Merger Agreement and the
transactions contemplated therein; (3) the inability to complete
the proposed Business Combination, including due to failure to
obtain approval of the shareholders of Leo or other conditions to
closing in the Merger Agreement; (4) the occurrence of any event,
change or other circumstance that could give rise to the
termination of the Merger Agreement or could otherwise cause the
Business Combination to fail to close; (5) the amount of redemption
requests made by Leo's shareholders; (6) the inability to obtain or
maintain the listing of the post-business combination company's
common stock on the New York Stock Exchange following the proposed
Business Combination; (7) the risk that the proposed Business
Combination disrupts current plans and operations as a result of
the announcement and consummation of the proposed Business
Combination; (8) the ability to recognize the anticipated benefits
of the proposed Business Combination, which may be affected by,
among other things, competition, the ability of the combined
company to grow and manage growth profitably and retain its key
employees; (9) costs related to the proposed Business Combination;
(10) changes in applicable laws or regulations; (11) the
possibility that Local Bounti or the combined company may be
adversely affected by other economic, business, and/or competitive
factors; and (12) other risks and uncertainties indicated from time
to time in the Joint Proxy Statement/Prospectus relating to the
Business Combination, including those under "Risk Factors" and
"Cautionary Note Regarding Forward-Looking Statements" in Leo's
Quarterly Report on Form 10-Q for the fiscal quarter ended
June 30, 2021, and which are set
forth in the Registration Statement filed by Leo and in Leo's other
filings with the SEC. Some of these risks and uncertainties may in
the future be amplified by the COVID-19 outbreak and there may be
additional risks that we consider immaterial or which are unknown.
It is not possible to predict or identify all such risks. Leo
cautions that the foregoing list of factors is not exclusive. Leo
cautions readers not to place undue reliance upon any
forward-looking statements, which speak only as of the date they
are made. Leo does not undertake or accept any obligation or
undertaking to update or revise any forward-looking statements to
reflect any change in its expectations or any change in events,
conditions or circumstances on which any such statement is
based.
No Offer or Solicitation
This communication is for informational purposes only and is
neither an offer to purchase, nor a solicitation of an offer to
sell, subscribe for or buy any securities or the solicitation of
any vote in any jurisdiction pursuant to the Business Combination
or otherwise, nor shall there be any sale, issuance or transfer or
securities in any jurisdiction in contravention of applicable
law.
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SOURCE Local Bounti
