AgriFORCE Growing Systems Announces Binding LOI to Acquire a Leading European Agriculture/Horticulture and AgTech Consulting Firm, with Global Operations and 2020 Annual Revenues of US$26 million and EBITDA of US$3 million (IFRS Based)
October 27 2021 - 8:45AM
AgriFORCE Growing Systems Ltd.
(“the Company") (NASDAQ:
AGRI; AGRIW), an IP-focused AgTech company dedicated to
advancing sustainable cultivation and crop processing across
multiple platforms, has entered into a binding letter of intent to
acquire a leading AgTech European consultancy focused on driving
agricultural optimization, innovation, solutions and operational
expertise in the agriculture and horticulture and Controlled
Environment Agriculture (CEA) sectors.
With global operations and over 200 employees,
this AgTech consultancy achieved 2020 annual consulting audited
revenues of over US$26 million and EBITDA of US$3 million (IFRS
based), and it expects to end the year 2021 with revenues of US$28
million (as estimated by the target’s management and subject to due
diligence) (1).
The binding LOI is subject to completion of
standard due diligence and entry into a definitive purchase
agreement within 45 days, which shall include commercially standard
terms and conditions, including, but not limited to,
representations and warranties, covenants, events of default and
conditions to closing.
The purchase price by AgriFORCE is estimated to
be in the range of US$29 million (1) with a mix of cash and stock,
with all stock issued in private placement transactions exempt from
registration under Section 4(a)(2) of the Securities Act of
1933.
(1) Based on FX Rate Euro to US$ 2020 1.141357 and 2021 Euro to
US$ 1.192735
Transaction HighlightsThe
AgriFORCE acquisition of this leading European AgTech consultancy
is expected to provide the following strategic benefits:
- AgriFORCE plans to leverage the
consultancy’s decades of experience, established customer base and
deep industry relationships to accelerate deployment of its
proprietary AgriFORCE Grow House and related IP, including facility
and lighting design, automation and artificial intelligence,
fertigation and nutrients, as well as micropropagation and
genetics.
- The consultancy has generated
strong historical financial performance and consistent growth
across Europe and internationally. AgriFORCE plans to build on this
growth through expansion of these consulting operations and the
establishment of a research and development center in North
America, higher penetration of its Asian markets, as well as
expanding AgriFORCE’s operations in Europe,
- This acquisition is intended to
place the combined operations at the forefront of knowledge and IP
development and research, which AgriFORCE plans to augment with
increased revenue from technical solution platforms in the key CEA
verticals.
Ingo Mueller, CEO of AgriFORCE Growing Systems,
commented: “This acquisition is an alliance of our complementary
expertise and shared values. Both AgriFORCE and this leading
European AgTech consultancy are dedicated to making positive change
in the lives of farmers and consumers. This is an unprecedented
opportunity for exceptional innovation and through our synergies,
expanded growth in both North America and Europe for both
organizations.” He added: “We look forward to a robust
collaboration around IP development and implementation that will
support farmers all around the world in improving all aspects of
agriculture – from seed to table.”
Troy McClellan, President of AgriFORCE
Solutions, added: “This is a key step for AgriFORCE to
drive a strategic integration approach of crops,
operations, facilities, systems and environment in the development
of IP that improves controlled-environment agriculture (CEA), and
field agriculture, including plant yields, nutrition, taste and
pureness of quality. Our goal is to address some of the biggest
challenges and legacy issues in these key critical sectors and in
the continual pursuit of clean, green, better crops and plant-based
products and ingredients.”
About AgriFORCEDedicated
to providing more sustainable and better quality food, plant-based
products and ingredients, pharmaceuticals and nutraceuticals,
AgriFORCE Growing Systems Ltd. (NASDAQ: AGRI; AGRIW) is an
AgTech company focused on developing and acquiring innovative
agriculture IP that changes the way cultivation and crop processing
are done. The Company’s vision is to be a leader in delivering
plant-based foods and products through advanced and sustainable
AgTech solution platforms that make positive change in the world –
from seed to table. The AgriFORCE foundational IP – called the
AgriFORCE Grow House – includes a proprietary facility design and
automated growing system for high-value crops focused on improving
the way that controlled-environment agriculture (CEA) is done. The
AgriFORCE Grow House was designed to produce in virtually any
environmental condition and to optimize crop yields to as near
their full genetic potential possible, while using substantially
fewer natural resources and eliminating the need for the use of
pesticides and/or irradiation. The AgriFORCE goal: Clean. Green.
Better. Additional information about AgriFORCE is available at:
www.agriforcegs.com.
This press release contains forward-looking
statements within the meaning of the "safe harbor" provisions of
the Private Securities Litigation Reform Act of 1995. Statements
other than statements of historical facts included in this press
release may constitute forward-looking statements and are not
guarantees of future performance, condition or results and involve
a number of risks and uncertainties. Actual results may differ
materially from those in the forward-looking statements as a result
of a number of factors, including those described from time to time
in our filings with the Securities and Exchange Commission and
elsewhere. The Company undertakes no duty to update any
forward-looking statement made herein. All forward-looking
statements speak only as of the date of this press release.
Company Contact:Ian PedersenTel: (604)
757-0952Email: ipedersen@agriforcegs.com
Investor Relations:Crescendo Communications,
LLCDavid Waldman/Natalya RudmanTel: (212) 671-1021Email:
AGRI@crescendo-ir.com
Media Relations:AHA Creative Strategies
Inc.Ruth AtherleyTel: (604) 846-8461Email: ruth@ahacreative.com
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