Acquisition will create a unique, fully
integrated imagery data and geoanalytics solution in the
agribusiness industry.
VANCOUVER, Aug. 14, 2018 /CNW/ - UrtheCast Corp. (TSX:
UR) ("UrtheCast") and Land O'Lakes, Inc. ("Land O'Lakes") today
announced they have entered a binding term sheet for the purchase
of Geosys Technology Holding LLC ("Geosys"), a wholly owned
subsidiary of Land O'Lakes, for a purchase price of US$20 million. This landmark deal is expected to
bring unprecedented value to agribusinesses worldwide through the
enhanced relationship between imagery data and geoanalytical
solutions.
The closing of the transaction is subject to confirmatory due
diligence, entering into definitive agreements, respective board
approvals and other conditions customary for transactions of this
nature. Upon the first closing, UrtheCast will take ownership
of Geosys' software for accessing, processing, cataloguing and
retrieving of images. Land O'Lakes, through its WinField
United crop inputs and insights business, will retain ownership of
all intellectual property connected to its R7® Tool and
farm-gate applications.
Beth Ford, President and CEO of
Land O'Lakes, said, "At Land O'Lakes, we are constantly looking for
the best ways to provide long-term support to our member-owners and
our customers. This transaction will enhance our proprietary R7
Tool's ability to identify the right places for farmers to make
incremental in-season input investments to drive yields and
profitability – in real time."
Donald Osborne, CEO of UrtheCast,
commented, "This important acquisition would bring together the
best-in-class imagery capabilities of UrtheCast with the proven
geoanalytics power and deep agribusiness industry relationships of
Geosys. By unifying these companies, UrtheCast will be well
positioned as the leader in fully integrated geoanalytics solutions
for the agribusiness industry. The expanded capabilities allows
UrtheCast to bring unprecedented capabilities to customers across a
global value chain that spans from retailers to insurance
companies, banks, and commodity trading houses. By enabling us to
realize an immediate expansion of our capability set, customer
footprint and revenue stream, the addition of Geosys will
strengthen our business while moving UrtheCast another step closer
to the launch of the groundbreaking UrtheDaily constellation."
Upon the first closing, UrtheCast will continue to provide Land
O'Lakes with all the services currently provided by Geosys but with
an expanded utilization of data once the UrtheDaily constellation
is fully operational. Services would be provided by UrtheCast
pursuant to a 13-year agreement with total potential fees payable
to UrtheCast over the term of the agreement in excess of US
$100 million.
The first closing is expected to occur by November 6, 2018, and full completion of the
transaction is expected to occur in approximately 24 months.
About Geosys
Geosys is the first global digital agriculture company founded
by agronomists. With more than 30 years of industry experience,
Geosys provides clients with data, analysis and insights needed to
make more informed decisions. Services range from worldwide risk
management and monitoring agricultural commodities, to input sales
and precision farming support by using the latest research in
agronomics, information technologies and remote sensing. Geosys
also develops highly customized business solutions for large,
multinational agricultural companies. Acquired by Land O'Lakes in
2013 as an independent business, Geosys is headquartered in
Minneapolis, Minnesota with
offices in France, Switzerland, Australia, and Brazil. For more
information, visit www.geosys.com.
About Land O'Lakes, Inc.
Land O'Lakes, Inc., one of America's premier agribusiness and
food companies, is a member-owned cooperative with industry-leading
operations that span the spectrum from agricultural production to
consumer foods. With 2017 annual sales of $14 billion, Land
O'Lakes is one of the nation's largest cooperatives, ranking 216 on
the Fortune 500. Building on a legacy of more than 97 years of
operation, Land O'Lakes today operates some of the most respected
brands in agribusiness and food production including LAND O
LAKES® Dairy Foods, Purina Animal Nutrition,
WinField United and Land O'Lakes SUSTAINTM. The company
does business in all 50 states and more than 60 countries. Land
O'Lakes, Inc. corporate headquarters are located in Arden
Hills, Minnesota.
SOURCE Land O'Lakes, Inc.
www.landolakesinc.com
About UrtheCast
UrtheCast Corp. is a Vancouver-based company that serves the
rapidly growing and evolving geospatial and geo-analytics markets
with a wide range of information-rich products and services. The
Company currently owns and operates two Earth Observation (EO)
satellites, Deimos-1 and Deimos-2. Together with its exclusive
partnerships, spanning an additional 20 satellites, UrtheCast
processes and distributes imagery data and value-added products on
a global scale to partners and customers in multiple markets.
UrtheCast is also launching UrtheDaily™, a satellite constellation
that will be the most advanced change detection system in the
world, designed to capture daily, scientific grade, high-quality,
medium resolution optical imagery of the Earth's entire landmass
(excluding Antarctica). UrtheCast
is also developing OptiSAR™, a constellation of SAR satellites
which together with UrtheDaily™, will form the world's first
fully-integrated optical and SAR constellation. Common shares of
UrtheCast trade on the Toronto Stock Exchange as ticker "UR".
For more information, visit UrtheCast's website at
www.urthecast.com.
Forward Looking Information
This release contains certain information which, as presented,
constitutes "forward-looking information" or "forward-oriented
financial information" within the meaning of applicable Canadian
securities laws. Forward-looking information involves statements
that relate to future events and often addresses expected future
business and financial performance, containing words such as
"anticipate", "plan", "explore" and "expect", statements that an
action or event "may", "should" or "will" be taken or occur, or
other similar expressions and includes, but is not limited to,
statements relating to: UrtheCast's expected completion of the
transaction on the terms set out in this press release, the
definitive documentation related thereto, or at all; UrtheCast's
expectations with respect to its ability to pay the aggregate
purchase price; and UrtheCast's expectations with respect to the
revenue to be generated by the service agreement. Such statements
reflect UrtheCast's current views with respect to future events.
Such statements are necessarily based upon a number of estimates
and assumptions that, while considered reasonable by UrtheCast as
at the date of this press release, are inherently subject to
significant uncertainties and contingencies. Many factors could
cause UrtheCast's actual results, performance or achievements to be
materially different from any future results, performance or
achievements that may be expressed or implied by such
forward-looking statements, including, among others: UrtheCast's
inability to enter into definitive documentation, including the
service agreement, or satisfy any of the other conditions to the
completion of the transaction; UrtheCast's inability to complete
the first or second closing; UrtheCast's inability to fund the
purchase price; UrtheCast's inability to generate the expected
revenue from the service agreement; UrtheCast's inability to raise
proceeds from a subordinated debt or equity offering, achieve the
required leverage and contracted revenue ratios or otherwise
satisfy the first drawdown conditions or the final drawdown
conditions under the credit agreement described in its May 23, 2018 press release in a timely manner or
at all; as well as those factors and assumptions discussed in
UrtheCast's annual information form dated April 2, 2018, which is available under
UrtheCast's SEDAR profile at www.sedar.com. UrtheCast cautions
readers that such factors and uncertainties are not exhaustive and
that should certain risks or uncertainties materialize, or should
underlying estimates or assumptions prove incorrect, actual
results, performance or achievements may vary significantly from
those expected. There can be no assurance that the actual
strategies, results, performance, events or activities anticipated
by the Company will be realized or, even if substantially realized,
that they will have the expected consequences to, or effects on,
the Company.
UrtheCast undertakes no obligation to update forward-looking
statements except as required by Canadian securities laws. Readers
are cautioned against attributing undue certainty to
forward-looking statements.
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SOURCE UrtheCast Corp.