January 31, 2022

Vertical leafy greens producer Kalera merges with Agrico, moves to NASDAQ

Vertical leafy greens producer Kalera is merging with Agrico Acquisition Corp. As a result, Kalera will be publicly listed on NASDAQ stock exchange.

The agreement was announced Jan. 31 through a press release. Kalera currently is listed at Euronext Growth Oslo. It will transition to the NASDAQ from there.

“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,” said Curtis McWilliams, interim CEO of Kalera. “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.”

“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,” said Brent De Jong, chairman and CEO of Agrico. “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.”

Kalera’s current management team and McWilliams 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%, 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 SEC.

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