Combined company creates global leader in
sustainable agricultural solutions
Bioceres obtains commitment for up to $45
million loan facility and conversion of existing convertible notes
into shares and new term loan facility
Bioceres Crop Solutions Corp. (NASDAQ: BIOX) (Bioceres) and
Marrone Bio Innovations, Inc. (NASDAQ: MBII) (MBI) announced today
that they have entered into a definitive agreement to combine the
companies in an all-stock transaction. Under the terms of the
transaction, which has been unanimously approved by the Board of
Directors of both companies, each share of MBI common stock will be
exchanged at closing for ordinary shares of Bioceres at a fixed
ratio of 0.088, representing a value of approximately $236 million,
based on the Bioceres and MBI share prices at market close on March
15, 2022 and the number of current outstanding MBI shares.
This transaction will combine Bioceres’ expertise in
bionutrition and seed care products with MBI’s leadership in the
development of biological crop protection and plant health
solutions, creating a global leader in the development and
commercialization of sustainable agricultural solutions. The
companies together operate in 46 countries with approximately 640
employees, including two wholly owned manufacturing facilities and
research and development (R&D) facilities located in Davis,
California, and Rosario, Argentina.
“We are very excited about the value creation that will result
from this combination for customers, employees and investors,” said
Bioceres Chief Executive Officer Federico Trucco. “By combining our
current commercialized products and pipelines, we will be in a
position to serve all major agriculture input categories with low
environmental impact, highly efficacious, biological based
solutions.”
Trucco added, “MBI’s commercial footprint in North America and
Europe will strongly complement our existing efforts in these
geographies, while Bioceres’ leadership in Latin America will
provide an excellent channel for MBI’s portfolio in these important
row-crop markets. Together, we will create a winning platform in
one of the most dynamic segments of agriculture.”
“Our merger has the potential to accelerate global reach,
broaden our product offerings and expand our R&D programs,”
said Kevin Helash, Chief Executive Officer of Marrone Bio.
“Consumer and grower demand is accelerating for agricultural
products that help produce safe, affordable food in a sustainable
manner. We will be able to further serve that market opportunity
and provide our distribution partners and our growers with greater
returns on investment.” Helash noted that the merger is anticipated
to generate $8 million in annual cost synergies, the majority of
which relate to the elimination of duplicative public company
expenses and consulting fees.
“MBI and Bioceres have a shared culture of innovation and
entrepreneurial spirit. With complementary R&D capabilities,
the combination unlocks many additional possibilities for further
groundbreaking commercial solutions,” Helash concluded.
“Bioceres has a proven track record in successfully integrating
and scaling up businesses that have cultures focused on the
commercialization of innovation. Since we integrated Rizobacter
just over five years ago, revenue almost tripled and margins have
expanded, driving ~4x increase in EBITDA. Rizobacter had the team,
the products, the industrial capabilities and strong customer
relationships needed to materialize growth, and we partnered with
their leadership to unlock the opportunity,” said Enrique Lopez
Lecube, Bioceres’ CFO.
“Concurrent with Rizobacter’s acquisition, Bioceres negotiated a
$45 million long-term loan, today fully repaid, that brought in the
financial resources to execute on our ambitious plans. Similarly,
today we are announcing that in connection with the merger, we have
agreed to terms for up to $45 million in long-term committed
capital in the form of a convertible loan. In addition to each
company’s existing cash position, we estimate that pro forma cash
will be around $100 million. Finally, we are also announcing the
conversion to equity of 75% of the 2023 convertible loan, with the
other 25% restructured into a new 4-year loan,” added Lopez
Lecube.
“We are excited that the scale created by this combination with
Bioceres can accelerate and expand the commercialization of
Marrone’s existing products. The combined companies will have the
quality, experience and depth of management as well as the
financial resources to realize the full potential of Marrone’s
pipeline,” said Dwight Anderson, Managing Partner at Ospraie Ag
Science LLC, the largest shareholder of MBI.
The combined company will have a diverse customer base, product
portfolio and geographic reach across a wide range of crops,
positioned to serve the massive market opportunity emerging from
the bio-reduction and replacement of chemical ag inputs. Key
products in the combined companies’ R&D pipelines include
Bioceres’ HB4 drought tolerance program in wheat and soybeans and
MBI’s breakthrough research in bioherbicides. Additionally, MBI
recently submitted regulatory packages for its novel
bioinsecticide/bionematicide products MBI-306 and MBI-206 to the
U.S. Environmental Protection Agency and Brazilian authorities for
approval, respectively.
Transaction Details The transaction is expected to close
in the third quarter of calendar 2022, subject to the approval of
MBI shareholders, regulatory clearance and other customary closing
conditions. Shareholders representing approximately 49% of MBI’s
outstanding shares of common stock have entered into customary
transaction support agreements, agreeing to vote their shares in
favor of the merger agreement and transactions contemplated
thereby. Upon close, MBI shareholders will own approximately 16
million shares of Bioceres, with at least two individuals
designated by MBI to be appointed to Bioceres’ board of
directors.
Linklaters LLP is serving as legal counsel to Bioceres. Roth
Capital Partners is serving as financial advisor to MBI, and
Morrison & Foerster LLP is serving as legal counsel to MBI.
Bioceres Financing And Capitalization Update In
connection with the transaction, Bioceres has agreed to terms for a
capital commitment with a principal amount between $37.5 million
and $45 million in the form of a convertible loan. The loan will
mature four years after closing and accrue interest at an annual
rate of 9%, of which 5% will be payable in cash and 4% in-kind. At
any time up to maturity the lenders will have the option to convert
the loan into common shares of Bioceres at a strike price of $18
per share. Bioceres will have the option for a voluntary prepayment
beginning 30 months after the date on which the loan has been
effected.
Bioceres has also entered into an agreement with holders of a
convertible note with an outstanding principal amount of $49.1
million that matures in March 2023. Under such agreement, and
pursuant to the terms of the convertible note, the holders of the
convertible note have committed to convert 75% of the outstanding
principal amount into shares of common stock of Bioceres. The
remaining 25% of the principal amount outstanding will be rolled
into a new loan facility with a maturity of 4 years and no rights
to convert into equity.
Under the proposed terms, the closing of the conversion of the
existing convertible notes and closing of the related new term loan
are expected to occur within six weeks, and the closing of the new
convertible loan is conditioned on, and will occur simultaneously
with the closing of the transaction.
The terms of the conversion, new term loan and new convertible
loan described above are subject to negotiation and execution of
customary definitive documentation.
Joint Conference Call Bioceres Chairman & Chief
Executive Officer Federico Trucco, Chief Financial Officer Enrique
Lopez Lecube and Head of Investor Relations Rodrigo Krause, with
MBI Chief Executive Officer Kevin Helash, will host a conference
call to discuss the announcement, followed by a question-and-answer
session. The conference call will be accompanied by a presentation,
which can be viewed during the webcast or accessed via the investor
relations section of each company’s website here, for
Bioceres, and here, for MBI.
To access the call, please use the following information:
Date:
Thursday, March 17, 2022
Time:
8:30 a.m. EST, 5:30 a.m. PST
Toll Free dial-in number:
1-844-200-6205
Toll/International dial-in
number:
1-929-526-1599
Conference ID:
811982
Webcast:
Click here
Please call the conference telephone number 5-10 minutes prior
to the start time. An operator will register your name and
organization. If you have difficulty connecting with the conference
call, please contact MZ Group at +1 (949) 491-8235.
The conference call will be broadcast live and available for
replay here and via the investor relations section of the
company’s website here.
A replay of the call will be available through March 24, 2022
following the conference.
Toll Free Replay Number:
1-866-813-9403
International Replay Number:
+44 204 525 0658
Replay ID:
962243
About Bioceres Crop Solutions Corp. Bioceres Crop
Solutions Corp. (NASDAQ: BIOX) is a fully integrated provider of
crop productivity technologies designed to enable the transition of
agriculture towards carbon neutrality. To do this, Bioceres’
solutions create economic incentives for farmers and other
stakeholders to adopt environmentally friendlier production
practices. The Company has a unique biotech platform with
high-impact, patented technologies for seeds and microbial
ag-inputs, as well as next generation crop nutrition and protection
solutions. Through its HB4® program, the Company is bringing
digital solutions to support growers’ decisions and provide
end-to-end traceability for production outputs. For more
information, visit here.
About Marrone Bio Innovations Marrone Bio Innovations
Inc. (NASDAQ: MBII) is a growth-oriented agricultural company
leading the movement to environmentally sustainable farming
practices through the discovery, development and sale of innovative
biological products for crop protection, crop health and crop
nutrition. The portfolio of 18 products helps customers operate
more sustainably while increasing their return on investment. The
company’s commercial products are sold globally and supported by a
robust portfolio of more than 500 issued and pending patents. End
markets include row crops; fruits and vegetables; trees, nuts and
vines; and greenhouse production. Marrone Bio’s research and
development program uses proprietary technologies to isolate and
screen naturally occurring microorganisms and plant extracts to
create new, environmentally sound solutions in agriculture. For
more information, visit here.
Forward-Looking Statements This communication contains
certain “forward-looking” statements within the meaning of Section
27A of the U.S. Securities Act of 1933, as amended (the “Securities
Act”) and Section 21E of the U.S. Securities Exchange Act of 1934,
as amended, concerning Bioceres, MBI and the proposed transaction
between Bioceres and MBI. All statements other than statements of
fact, including information concerning future results, are
forward-looking statements. These forward-looking statements are
generally identified by the words “anticipate,” “believe,”
“estimate,” “expect,” “seek,” “intend,” “may,” “could” or similar
expressions. Such forward-looking statements include, but are not
limited to, statements about the benefits of the proposed
transaction, including anticipated future financial and operating
results, synergies, accretion and growth rates, Bioceres’, MBI’s
and the combined company’s plans, objectives, expectations and
intentions, and the expected timing of completion of the proposed
transactions, including the acquisition of MBI and the financing
transactions of Bioceres. There are several factors which could
cause actual plans and results to differ materially from those
expressed or implied in forward-looking statements. Such factors
include, but are not limited to, the failure to obtain, or delays
in obtaining, required regulatory approvals, and the risk that such
approvals may result in the imposition of conditions that could
adversely affect the combined company or the expected benefits of
the proposed transaction, or the failure to satisfy any of the
other conditions to the proposed transaction on a timely basis or
at all; the occurrence of events that may give rise to a right of
one or both of the parties to terminate the business combination
agreement; adverse effects on the market price of Bioceres’ or
MBI’s common stock and on Bioceres’ or MBI’s operating results
because of a failure to complete the proposed transaction in the
anticipated timeframe or at all; the ability of Bioceres, MBI and
the combined company to make payments on debt or to repay existing
or future indebtedness when due or to comply with the covenants
contained therein; adverse changes in the ratings of Bioceres’ debt
securities or adverse conditions in the credit markets; negative
effects of the announcement, pendency or consummation of the
transaction on the market price of Bioceres’ or MBI’s common stock
and on Bioceres’ or MBI’s operating results, including as a result
of changes in key customer, supplier, employee or other business
relationships; significant transaction costs, including financing
costs, and unknown liabilities; failure to realize the expected
benefits and synergies of the proposed transaction in the expected
timeframes or at all; costs or difficulties related to the
integration of MBI’s technology and operations into Bioceres; the
risk of litigation or regulatory actions; the inability of
Bioceres, MBI or the combined company to retain and hire key
personnel; the risk that certain contractual restrictions contained
in the business combination agreement during the pendency of the
proposed transaction could adversely affect Bioceres’ or MBI’s
ability to pursue business opportunities or strategic transactions;
effects of changes in the regulatory environment in which Bioceres
and MBI operate; changes in global, political, economic, business,
competitive and market conditions; changes in tax and other laws
and regulations; and other risks and uncertainties detailed in
Bioceres’ Annual Report on Form 20-F for the fiscal year ended June
30, 2021, including in the sections thereof captioned “Risk
Factors” and “Cautionary Note Regarding Forward-Looking
Statements,” as well as in its subsequent reports on Form 6-K, all
of which are filed with the SEC and available at www.sec.gov and
www.biocerescrops.com, and in MBI’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2020 and in its subsequent
reports on Form 10-Q, including in the sections thereof captioned
“Risk Factors” and “Special Note Regarding Forward-Looking
Statements and Trade Names,” as well as in its subsequent reports
on Form 8-K, all of which are filed with the SEC and available at
www.sec.gov and www.marronebio.com. Forward-looking statements are
based on current expectations and assumptions, which are subject to
risks and uncertainties that may cause actual results and the
timing of events to differ materially from those expressed in or
implied by such forward-looking statements. Given these risks and
uncertainties, persons reading this communication are cautioned not
to place undue reliance on such forward-looking statements.
Bioceres and MBI assume no obligation to update or revise the
information contained in this communication (whether as a result of
new information, future events, changes in its expectations, other
circumstances that exist after the date as of which the
forward-looking statements were made or otherwise), except as
required by applicable law.
Important Additional Information In connection with the
proposed transaction, Bioceres Crop Solutions Corp. (“Bioceres”)
will file a registration statement on Form F-4 (the “registration
statement”) with the Securities and Exchange Commission (“SEC”),
which will contain a proxy statement of Marrone Bio Innovations,
Inc. (“MBI”), that also constitutes a prospectus of Bioceres (the
“proxy statement/prospectus”), and each party will file other
documents regarding the proposed transaction with the SEC from time
to time. Investors and security holders are urged to read the proxy
statement/prospectus, as well as any amendments or supplements to
those documents and other relevant documents filed with the sec
when they become available because they will contain important
information. When final, a definitive copy of the proxy
statement/prospectus will be sent to MBI stockholders. Investors
and security holders will be able to obtain the registration
statement and the proxy statement/prospectus free of charge from
the SEC’s website or from Bioceres or MBI. The documents filed by
Bioceres with the SEC may be obtained free of charge at Bioceres’
website, at www.biocerescrops.com, or at the SEC’s website, at
www.sec.gov. These documents may also be obtained free of charge
from Bioceres by requesting them by mail at Bioceres Crop Solutions
Corp., Investor Relations, Ocampo 210 bis, Predio CCT, Rosario
Province of Santa Fe, Argentina. The documents filed by MBI with
the SEC may be obtained free of charge at MBI’s website, at
www.marronebio.com, or at the SEC’s website, at www.sec.gov. These
documents may also be obtained free of charge from MBI by
requesting them by mail at Marrone Bio Innovations, Inc., Investor
Relations, 7780-420 Briar Creek Parkway, Raleigh, NC 27617, or by
telephone at (530) 750-2800.
Participants in the Solicitation Bioceres and MBI and
their respective directors and executive officers and other members
of management and employees may be deemed to be participants in the
solicitation of consents in respect of the proposed transaction.
Information about Bioceres’ directors and executive officers is
available in Bioceres’ Annual Report on Form 20-F, filed with the
SEC on October 29, 2021. Information about MBI’s directors and
executive officers is available in MBI’s proxy statement dated
April 26, 2021, for its 2021 Annual Meeting of Stockholders, and
MBI’s Current Reports on Form 8-K, filed with the SEC on August 30,
2021 and February 22, 2022. Other information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
will be contained in the registration statement, the proxy
statement/prospectus and other relevant materials to be filed with
the SEC regarding the proposed transaction when they become
available. Investors should read the proxy statement/prospectus
carefully when it becomes available before making any voting or
investment decisions. You may obtain free copies of these documents
from Bioceres or MBI using the sources as indicated above.
No Offer or Solicitation This communication shall not
constitute an offer to sell or the solicitation of an offer to buy
any securities, 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. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220316006090/en/
Bioceres Crop Solutions Investor Relations Contact Chris
Tyson Executive Vice President MZ Group – MZ North America (949)
491-8235 BIOX@mzgroup.us www.mzgroup.us Bioceres Crop Solutions:
Rodrigo Krause Head of Investor Relations
investorrelations@biocerescrops.com MBI Investor Relations
Contact 530-750-2800 info@marronebio.com
Marrone Bio Innovations (NASDAQ:MBII)
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