NEW YORK, April 30, 2015 /PRNewswire/ -- Boulevard
Acquisition Corp. (NASDAQ: BLVD, BLVDU, BLVDW), an entity sponsored
by an affiliate of Avenue Capital Group, announced today that it
has entered into a definitive agreement with The Dow Chemical
Company (NYSE: DOW) under which Boulevard will acquire AgroFresh,
Dow's post-harvest specialty chemical business, in a transaction
that will result in AgroFresh becoming a publicly traded company
with an anticipated initial enterprise value of $879 million, or 8.7x its estimated 2015
EBITDA.
AgroFresh is a global industry leader in providing innovative
data-driven specialty chemical solutions aimed at enabling growers
and packers of fresh produce to preserve and enhance the
freshness, quality and value of fresh produce and to maximize the
percentage of produce supplied to the market relative to the amount
of produce grown. Its flagship product is the
SmartFreshSM Quality System, a freshness protection
technology proven to maintain firmness, texture and appearance of
fruits during storage and transport. SmartFresh™ is currently
commercialized in 45 countries worldwide.
Marc Lasry, Chairman of Boulevard
Acquisition Corp., said, "We are pleased to work with Dow and the
AgroFresh management team to introduce the company to the public
markets. After reviewing a significant number of potential
acquisitions, we believe that AgroFresh is well positioned to
generate strong risk-adjusted returns for our shareholders.
It is the leading post-harvest specialty chemical business, with
multiple paths for continued profitable growth ahead of it."
Upon completion of the transaction, AgroFresh will become a
stand-alone public company listed on NASDAQ. Dow will retain
a non-consolidated minority ownership position in the company, and
will be represented on the Board of AgroFresh. It is intended
that Thomas Macphee, currently vice
president and corporate director for Dow, who had formally been
responsible for AgroFresh in the company's early development, will
be named Chief Executive Officer of AgroFresh upon completion of
the transaction. "I am excited by the opportunity to
lead this impressive global specialty chemicals business," Mr.
Macphee added.
Stephen Trevor, President and
Chief Executive Officer of Boulevard Acquisition Corp., said,
"AgroFresh is the leading agricultural solutions provider in a
strong macro environment driven by global food demand growth.
We look forward to partnering with the AgroFresh team as it
benefits from these dynamics and continues to execute its growth
strategy."
Key Transaction Terms
Under the terms of the
definitive agreements for the transaction, at closing, Boulevard
will purchase AgroFresh in exchange for 18.4 million shares of
Boulevard Common Stock and $626
million in cash, for a total of $810
million assuming a valuation of the Boulevard shares at
$10 per share.
Dow will initially hold approximately 40% of the shares of
AgroFresh while the stockholders of Boulevard will initially hold
approximately 60%.
The transaction has been unanimously approved by the Boards of
Directors of Boulevard and Dow, and is expected to close in the
third quarter of 2015. Closing is subject to approval by
Boulevard's shareholders, the completion of customary regulatory
filings, and other customary closing conditions.
A full description of the transaction terms will be provided in
the proxy statement that Boulevard intends to file with the
Securities and Exchange Commission ("SEC") to be used at its
special meeting of stockholders in lieu of an annual meeting to
approve the proposed transaction with Dow. Stockholders are
advised to read, when available, Boulevard's preliminary proxy
statement and definitive proxy statement in connection with the
solicitation of proxies for the special meeting because these
statements will contain important information. The definitive
proxy statement will be mailed to stockholders as of a record date
to be established for voting on the proposed business combination.
Stockholders will also be able to obtain a copy of the proxy
statement, without charge, by directing a request to: Boulevard
Acquisition Corp., 399 Park Avenue, 6th Floor, New York, NY 10022. The preliminary proxy
statement and definitive proxy statement, once available, can also
be obtained, without charge, at the SEC's internet site
(http://www.sec.gov).
Investor Conference Call Scheduled
Boulevard will host
an investor conference call to discuss the transaction on
Thursday, April 30, 2015 at
11:00a.m. EDT. Investors may
listen to the conference call by dialing (855) 327-6837 toll free
in the U.S. or (778) 327-3988 internationally. The
presentation slides and a replay of the call will be available at
the following web address beginning April
30 at 12:00p.m. EDT until
12:00p.m. on May 7, 2015:
https://viavid.webcasts.com/starthere.jsp?ei=1063040
About Boulevard Acquisition Corp.
Boulevard
Acquisition Corp. is a public investment vehicle formed by Avenue
Capital Group for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses.
Boulevard completed its initial public offering in February 2014, raising $220.5 million in cash proceeds.
Boulevard's officers and certain of its directors are affiliated
with Avenue Capital Group. Avenue is an established global
alternative investment firm founded in 1995. Avenue's primary focus
is investing in credit and other special situation investments in
the United States, Europe and Asia. Avenue has
approximately $13.0 billion in assets
under management as of March 31,
2015. Additional information about Boulevard is available at
www.boulevardacq.com.
Forward-Looking Statements
This news release may
include "forward-looking statements" within the meaning of the
"safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. All statements, other than statements of
historical facts, included in this news release that address
activities, events or developments that Boulevard expects or
anticipates will or may occur in the future are forward-looking
statements and are identified with, but not limited to, words such
as "anticipate", "believe", "expect", "estimate", "plan",
"outlook", and "project" and other similar expressions. These
statements are based on certain assumptions and analyses made by
Boulevard in light of its experience and its perception of
historical trends, current conditions and expected future
developments as well as other factors it believes are appropriate
in the circumstances. Actual results may differ materially
from those expressed herein due to many factors such as, but not
limited to, the ability to satisfy closing conditions for the
transaction, including stockholder and other approvals, the
performances of Boulevard and AgroFresh, the ability of the
combined company to meet the Nasdaq Capital Market's listing
standards, including having the requisite number of stockholders,
and the risks identified in Boulevard's prior and future filings
with the SEC (available at www.sec.gov), including the proxy
statement to be filed in connection with the proposed transaction
and Boulevard's Annual Report on Form 10-K for the fiscal year
ended December 31, 2014. These
statements speak only as of the date they are made and Boulevard
undertakes no obligation to update any forward-looking statements
contained herein to reflect events or circumstances which arise
after the date of this news release. Investors are cautioned
that forward looking statements with respect to revenues, earnings,
performance, strategies, prospects and other aspects of the
businesses of AgroFresh, Boulevard and the combined group after
completion of the proposed business combination are based on
current expectations that are subject to risks and
uncertainties.
Participants in the Business Combination
Boulevard and
its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the stockholders
of Boulevard in connection with the transaction. Information
regarding the officers and directors of Boulevard is available in
Boulevard's Annual Report on Form 10-K for the fiscal year ended
December 31, 2014, which has been
filed with the Securities and Exchange Commission. Additional
information regarding the interests of such potential participants
will also be included in the definitive proxy statement and other
relevant documents filed or to be filed by Boulevard with the
Securities and Exchange Commission regarding the transaction.
Disclaimer
This communication shall not constitute an
offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
Contacts
For Boulevard Acquisition Corp.
Todd Fogarty
Kekst and Company
+1 (212) 521-4854
todd-fogarty@kekst.com
Neil Shah
Citigroup Global Markets Inc.
+1 (212) 723-3264
neil.shah@citi.com
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SOURCE Boulevard Acquisition Corp.