Orlando, Florida-based Kalera, a leafy green vertical farming company, and Agrico Acquisition Corp., a special purpose acquisition company, 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.
“Kalera and Agrico together form a team with the expertise to bring Kalera’s fresh, clean and sustainable ‘Local Living Lettuce’ 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,” said Curtis McWilliams, interim CEO of Kalera.
“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 positions Kalera to be the first leafy green vertical farm company to have a national footprint in the U.S. 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,” said Brent De Jong, chairman and CEO of Agrico.
Kalera’s current management team and McWilliams, who was recently appointed interim CEO, will continue to oversee the business, including the plan to further expand Kalera’s 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 percent, and Agrico shareholders would own approximately 42 percent 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 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.
BofA Securities acted as financial advisor to Kalera in connection with the transaction. Milbank and Advokatfirmaet Thommessen AS acted as legal counsel to Kalera. FTI Consulting acted as financial advisors to Agrico and Maples Group and Loeb & Loeb acted as legal counsel for Agrico.
Kalera will host an investor conference call and webcast at 8 a.m. Eastern Standard Time on Feb. 2 to discuss the proposed transaction. The event will include a presentation by Kalera and Agrico leadership followed by Q&A.
The link for the webcast and presentation will be available here.
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.
Kalera produces fresh, nutritious 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. The company currently operates farms in Orlando, Atlanta, Houston, and Kuwait.
For more information, visit kalera.com.
Agrico Acquisition Corp. is a special purpose acquisition company that has an emphasis on AgTech. The management team has substantial experience building platforms and scaling businesses around the world.
For more information, visit agrico.co.
