(photo: CEO of Bioceres, Federico Trucco, will be the leader of the new company)
New York, November 9th. Bioceres, a leading Latin American agricultural biotech company (the “Company”), and Union Acquisition Corp. (NYSE: LTN) (“UAC”), a special purpose acquisition company, today announced the execution of a definitive share exchange agreement (the “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 (“NYSE”) 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.”
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.”
Source: Business wire