AgriFORCE Growing Systems Signs Definitive Agreement to Acquire Delphy, a Leading European Agriculture/Horticulture and AgTech Consulting Firm
February 15 2022 - 8:50AM
InvestorsHub NewsWire
AgriFORCE Growing Systems Signs
Definitive Agreement to Acquire Delphy, a Leading European
Agriculture/Horticulture and AgTech Consulting Firm
Acquisition to add multinational
operations with 2020 annual revenues of US$26 million and EBITDA of
US$3 million (IFRS-based)
VANCOUVER,
B.C., Canada -- February 15th, 2022 -- InvestorsHub
NewsWire -- 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, today announced that it
has entered into a definitive agreement to acquire
Delphy
Groep BV (Delphy), a
Netherlands-based AgTech consultancy firm, for US$29 million
through a combination of cash and stock. This definitive agreement
follows the binding LOI as
previously announced in October
2021.
Delphy, which
optimizes production of plant-based foods and flowers,
has
multinational
operations in Europe, Asia, Russia, Kazakhstan, and Africa, with
approximately 200 employees and consultants. Delphy's client list
includes agriculture companies, governments, universities, and
leading AgTech suppliers, who turn to the company to drive
agricultural innovation, solutions, and operational expertise.
Delphy achieved 2020 annual consulting audited revenues of more
than US$26 million and EBITDA of US$3 million
(IFRS-based)1.
Delphy expects to end 2021 with revenues of US$28
million
Transaction
Highlights
The
AgriFORCE acquisition of Delphy is expected to provide the
following strategic benefits:
-
Delphy has generated strong historical financial performance and
consistent growth. AgriFORCE
plans
to build on this growth through expansion of Delphy's consulting
operations, establishment of a research and development center in
North America, facilitating higher penetration of its Asian
markets, as well as expanding AgriFORCE's operations in
international markets where Delphy has an established
presence.
-
Accelerated deployment of the AgriFORCE GrowHouse and related
IP by
leveraging Delphy's extensive experience, established customer
base, and deep industry relationships.
-
Delphy's deep industry knowledge and experience complements
AgriFORCE's M&A strategy
by being uniquely positioned in identifying regional and
international AgTech opportunities.
-
Delphy is at the forefront of knowledge and IP development and
research,
which the Company plans to augment with increased revenue from
technical solutions in the controlled-environment
agriculture (CEA)
vertical.
-
Ability to expand AgriFORCE's IP development and increase
innovation through
Delphy's Improvement Centers, its center of excellence R&D
facilities, and its relationships with governments and premier
AgTech universities.
-
Delphy brings a team of industry leaders in AgTech
and
a market-leading consulting brand to AgriFORCE.
Ingo
Mueller, CEO of AgriFORCE Growing Systems, commented: "We expect
the acquisition of Delphy will be transformative for the Company,
as it significantly enhances the value proposition that we can
offer customers in the AgTech industry. We expect the combined
company will emerge as a global player with top-tier R&D
capabilities, a more diverse product pipeline, increased IP
development capabilities, and a broader
footprint." He
added, "Delphy brings a highly accomplished and experienced team to
the table, and we look forward to leveraging their capabilities and
broad industry relationships. Importantly, our
complementary expertise and shared values are underpinned by a
commitment to making positive change in the lives of farmers and
consumers."
Jacco
van der Wekken, CEO of Delphy, said: "We believe that partnering
with AgriFORCE will help accelerate our global expansion plans and
further establish our industry leadership. Our collective strategy
is to provide innovative solutions through our deep industry
knowledge and first-class intellectual property. In particular, we
look forward to accelerating the vast opportunities in North
America where we see significant potential to ramp-up revenues and
support the rollout of the AgriFORCE GrowHouse on a global
level."
The
transaction closing is expected to occur within 60 days of the
signing date. Post-closing, it is anticipated that Delphy will
become a subsidiary of AgriFORCE and will be operated by its
current management team.
-
EBITDA
Reconciliation
|
|
2020
|
|
|
(in
US$ '000's)
|
Net
income
|
|
2,391
|
Share
of profit of associates
|
|
(113)
|
Depreciation and
Amortization
|
|
274
|
Interest
expense
|
|
28
|
Income
tax expense
|
|
420
|
EBITDA
|
|
3,000
|
About Delphy
Created in 2013 by the merger of DLV – a privately held
former Department of the Dutch Ministry of Agriculture – and GreenQ
– a company focusing on consultancy, education, projects and
R&D innovation behind its Improvement Centres, Delphy is a
leading consultancy and R&D improvement company based in the
Netherlands, with over 200 employees and global operations.
Delphy's name is based on the classical antiquity name 'Delphi'
which was the place where people came together with questions about
crops, fertility and harvesting.
Delphy stands for Worldwide Expertise in
Food and Flowers.
About AgriFORCE
AgriFORCE Growing Systems
Ltd. (NASDAQ: AGRI; AGRIW) is
an AgTech company focused on the development and acquisition of
crop production know-how and intellectual property augmented by
advanced AgTech facilities and solutions. Looking to serve the
global market, the Company's current focus is on North America,
Europe, and Asia. The AgriFORCE 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 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
Pedersen
Tel:
(604) 757-0952
Email:
ipedersen@agriforcegs.com
Investor
Relations:
Crescendo
Communications, LLC
David
Waldman/Natalya Rudman
Tel:
(212) 671-1021
Email:
AGRI@crescendo-ir.com
Media
Relations:
AHA
Creative Strategies Inc.
Ruth
Atherley
Tel:
(604) 846-8461
Email:
ruth@ahacreative.com
AgriFORCE Growing Systems (NASDAQ:AGRIW)
Historical Stock Chart
From Mar 2024 to Apr 2024
AgriFORCE Growing Systems (NASDAQ:AGRIW)
Historical Stock Chart
From Apr 2023 to Apr 2024