- Shareholders of TPB Acquisition Corporation I (“TPB
Acquisition Corp” or “TPBA”) have approved the previously announced
business combination (the “Business Combination”) at the
Extraordinary General Meeting on February 22, 2023
- Transaction is anticipated to close on February 27, 2023
upon satisfaction or waiver of all closing conditions
TPB Acquisition Corporation I (“TPB Acquisition Corp.” or
“TPBA”) (Nasdaq: TPBA, TPBAW, TPBAU), a special purpose acquisition
company sponsored by The Production Board (“TPB”), today announced
that shareholders of record as of January 17, 2023 approved the
previously proposed business combination with Lavoro Limited
(“Lavoro” or the “Company”), a leading agricultural inputs retailer
in Latin America.
The formal results of the vote will be included in a Current
Report on Form 8-K to be filed by TPBA with the U.S. Securities and
Exchange Commission.
The business combination is expected to close on February 27,
2023, and the combined company and its common stock and warrants
are expected to commence trading on the Nasdaq Stock Market on
February 28, 2023, under the new ticker symbols “LVRO” and LVROW”,
respectively.
About Lavoro
Lavoro is Brazil’s largest agricultural inputs retailer and a
leading provider of agriculture biologics inputs. Through a
comprehensive portfolio, we believe Lavoro empowers farmers to
adopt breakthrough technology and boost productivity. Founded in
2017, Lavoro has a broad geographical presence, with distribution
operations in Brazil and Colombia, and an emergent agricultural
input trading company in Uruguay. Lavoro’s 924 technical sales
representatives have met with more than 60,000 customers on farms
and at 193 retail locations multiple times per year to help them
plan, purchase the right inputs, and manage their farming
operations to optimize outcomes. Learn more about Lavoro at
www.lavoroagro.com.br.
About The Production Board
Founded by David Friedberg, The Production Board is a venture
foundry and investment holding company established to solve the
most fundamental problems that affect our planet by reimagining
global systems of production across food, agriculture,
biomanufacturing, human health, and the broader life sciences. TPB
builds businesses based on emerging scientific discoveries,
partners with exceptional talent, and provides them with the
capital, infrastructure and market insights needed to deliver
meaningful improvement in the cost, energy, time, or carbon
footprint of conventional systems. TPB is backed by leading
strategic and financial investors, including Alphabet, Allen &
Company LLC, Cascade, and funds and accounts managed by BlackRock,
Baillie Gifford, Koch Disruptive Technologies, Counterpoint Global
(Morgan Stanley), Foxhaven Asset Management, and Arrowmark
Partners. Learn more about our work at www.tpb.co.
Forward-Looking Statements
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, 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. The contents of any
website mentioned or hyperlinked in this press release are for
informational purposes and the contents thereof are not part of or
incorporated into this press release.
Certain statements made in this press release are “forward
looking statements” within the meaning of the “safe harbor”
provisions of the United States Private Securities Litigation
Reform Act of 1995. Forward-looking statements may be identified by
the use of words such as “aims,” “estimate,” “plan,” “project,”
“forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,”
“seek,” “target” or other similar expressions that predict or
indicate future events or trends or that are not statements of
historical matters. These forward-looking statements include, but
are not limited to, statements regarding the closing of the
business combination and the anticipated timing of the trading of
the combined company. These forward-looking statements are provided
for illustrative purposes only and are not intended to serve as,
and must not be relied on by any investor as, a guarantee, an
assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or
impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of Lavoro and TPB
Acquisition Corp.
These forward-looking statements are subject to a number of
risks and uncertainties, including but not limited to, the
inability of the parties to successfully or timely consummate the
proposed business combination, including the risk that any required
regulatory approvals are not obtained, are delayed or are subject
to unanticipated conditions that could adversely affect the
combined company or the expected benefits of the proposed business
combination or that shareholder approval will not be obtained; the
risk that the transaction may not be completed by TPB Acquisition
Corp.’s business combination deadline and the potential failure to
obtain an extension of the business combination deadline if sought
by TPB Acquisition Corp.; the failure to satisfy the conditions to
the consummation of the proposed transaction, including the
adoption of the proposed business combination agreement by the
shareholders of TPB Acquisition Corp.; the lack of a third party
valuation in determining whether or not to pursue the proposed
transaction; the occurrence of any event, change or other
circumstance that could give rise to the termination of the
proposed business combination agreement; the effect of the
announcement or pendency of the proposed transaction on Lavoro’s
business relationships, operating results, and business generally;
risks that the proposed transaction disrupts current plans and
operations of Lavoro and potential difficulties in employee
retention as a result of the proposed transaction; the outcome of
any legal proceedings that may be instituted against Lavoro, TPB
Acquisition Corp. or the combined company related to the proposed
business combination agreement or the proposed transaction; the
ability to maintain the listing of TPB Acquisition Corp.’s
securities on a national securities exchange; the price of TPB
Acquisition Corp.’s securities may be volatile due to a variety of
factors, including changes in the competitive and regulated
industries in which TPB Acquisition Corp. plans to operate or
Lavoro operates, variations in operating performance across
competitors, changes in laws and regulations affecting TPB
Acquisition Corp.’s or Lavoro’s business; Lavoro’s inability to
meet or exceed its financial projections and changes in the
combined capital structure; changes in general economic conditions,
including as a result of the COVID-19 pandemic; the ability to
implement business plans, forecasts, and other expectations after
the completion of the proposed transaction, and identify and
realize additional opportunities; changes in domestic and foreign
business, market, financial, political and legal conditions; the
occurrence of any event, change or other circumstance that could
give rise to the termination of the proposed business combination
agreement; the outcome of any potential litigation, government and
regulatory proceedings, investigations and inquiries and other
risks and uncertainties indicated from time to time in the final
prospectus of TPB Acquisition Corp. for its initial public offering
and the proxy statement/prospectus filed by Lavoro relating to the
proposed business combination or in the future, including those
under “Risk Factors” therein, and in TPB Acquisition Corp.’s other
filings with the SEC. If any of these risks materialize or our
assumptions prove incorrect, actual results could differ materially
from the results implied by these forward-looking statements. There
may be additional risks that neither TPB Acquisition Corp. nor
Lavoro presently know or that TPB Acquisition Corp. nor Lavoro
currently believe are immaterial that could also cause actual
results to differ from those contained in the forward-looking
statements.
In addition, forward-looking statements reflect TPB Acquisition
Corp.’s and Lavoro’s expectations, plans or forecasts of future
events and views as of the date of this press release. TPB
Acquisition Corp. and Lavoro anticipate that subsequent events and
developments will cause TPB Acquisition Corp.’s or Lavoro’s
assessments to change. However, while TPB Acquisition Corp. and the
TPB Acquisition Corp. may elect to update these forward-looking
statements at some point in the future, TPB Acquisition Corp. and
Lavoro specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as
representing TPB Acquisition Corp.’s or Lavoro’s assessments as of
any date subsequent to the date of this press release. Accordingly,
undue reliance should not be placed upon the forward-looking
statements.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230222006028/en/
For Lavoro: Guilherme Nascimento
guilherme.augusto@lavoroagro.com.br, +55 66 9 9911-3093
Fernanda Rosa fernanda.rosa@lavoroagro.com, +55 41 9
9911-2712
For TPB: Rachel Konrad rachel@tpb.co, +1-650-924-5471
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