Bioceres, a leading Latin American agricultural biotech company, and Union Acquisition Corp., a special purpose acquisition company, today announced the execution of a definitive share exchange agreement, pursuant to which Bioceres will contribute its agricultural solutions business in exchange for equity of UAC. This transaction is expected to result in a combined company with an anticipated initial enterprise value of approximately U.S.$456 million, assuming no redemptions of UAC public shares. Immediately upon consummation of the transaction, UAC will change its name to Bioceres Crop Solutions and is expected to continue its listing on the New York Stock Exchange with respect to its shares and warrants under the new symbols “BIOX” and “BIOX WS,” respectively.
The transaction, which is expected to close in the first quarter of 2019, is subject to customary closing conditions, including receipt of the requisite approval of UAC’s shareholders. There is no minimum cash condition to closing. With proceeds from this transaction remaining after any redemptions of UAC public shares, Bioceres will consolidate its ownership interest in key subsidiary Rizobacter up to 80%. Following the completion of the business combination, the combined company will be led by Federico Trucco, Chief Executive Officer of Bioceres. Kyle Bransfield and Juan Sartori, currently serving on the board of directors of UAC, will join the combined company’s board of directors.
UBS Investment Bank is acting as exclusive capital markets advisor to UAC. Atlantic-Pacific Capital, Inc., Ladenburg Thalmann & Co. Inc. and Brookline Capital Markets, LLC, a division of CIM Securities, LLC are acting as M&A advisors to UAC. Arnold & Porter Kaye Scholer LLP and Graubard Miller are acting as legal advisors to UAC. Linklaters LLP and Marval O’Farrell & Mairal are acting as legal advisors to Bioceres.
Juan Sartori, Chairman of UAC, said: “As a Global Agriculture investor, having the opportunity to invest in a pioneer in the ag-tech space that has built a market leading position in Latin America is a unique opportunity. We believe the global growth potential of Bioceres’ HB4 family of products represents a rare investment opportunity.”
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Kyle Bransfield, Chief Executive Officer of UAC, said: “We are proud to partner with a company whose innovative biotechnology products provide solutions to the growing global food shortage challenge in an environmentally responsible way. We’ve been extremely impressed with Bioceres’ management team and look forward to our partnership.”
Federico Trucco, Chief Executive Officer of Bioceres, said: “This transaction materializes one very important objective that we had for 2018, which is to become a NYSE listed entity. We believe we are at a significant inflection point in our Company´s history, and with proceeds from this transaction we expect to be able to successfully launch our innovative technologies and continue to expand our global footprint. Furthermore, we are very excited to have the sponsorship of UAC in this process and look forward to its contribution to the future of our business.”
Additional information about the business combination will be provided in a current report on Form 8-K, which will include an investor presentation, that will be filed with Securities and Exchange Commission (the “SEC”) on November 9, 2018, and will be available on the SEC’s website at www.sec.gov. Investors are encouraged to review these materials.
Conference Call Information
At 12 p.m. EST on November 9, 2018, Bioceres and UAC will host a joint conference call to discuss the business combination with the investment community. Hosting the call will be Federico Trucco, Bioceres’ Chief Executive Officer; Kyle Bransfield, UAC’s Chief Executive Officer; and Enrique Lopez Lecube, Bioceres’ Chief Financial Officer.
Participant Dial In:
Interested parties may listen to the prepared remarks via telephone by dialing U.S. Toll Free: 1 (877) 637-0581, or for international callers, 1 (470) 279-3841 and entering Pin number: 34124.
A telephone replay will be available from 2:00 p.m. ET on November 9, 2018 to 11:59 a.m. ET on November 16, 2018 and can be accessed by dialing 1 (855) 783-9457, or for international callers, 1 (470) 280-0793 and entering replay Pin number: 34124#.
Date: November 12, 2018
Source: BusinessWire