Bioceres Crop Solutions Completes Merger With Marrone Bio, Creating a Global Leader in Sustainable Agricultural Solutions
July 12 2022 - 4:43PM
Business Wire
Bioceres Crop Solutions Corp. (NASDAQ: BIOX) (“Bioceres” or the
“Company”), a fully integrated provider of crop productivity
solutions designed to enable the transition of agriculture towards
carbon neutrality, announced today the successful completion of its
previously announced integration of Marrone Bio Innovations, Inc.
(formerly NASDAQ: MBII) (“MBI”).
“The completion of this transaction represents an important
milestone in our journey, cementing our leadership in the
development and commercialization of sustainable agricultural
solutions,” said Bioceres Chief Executive Officer, Federico Trucco.
“MBI brings 15 years of experience in the development of biological
solutions, and we are excited to add MBI´s unique product lineup
and pipeline to Bioceres, a perfect fit to our own portfolio.”
The merger was approved by MBI stockholders at a Special Meeting
held on July 8, 2022. The holders of 127,130,867 shares were
present at the 2022 Special Meeting either virtually or by proxy,
constituting a quorum of 69.7%. The adoption of the Merger
Agreement was approved with 99.74% of the votes. Under the terms of
the all-stock transaction, each share of MBI common stock was
exchanged at closing for ordinary shares of Bioceres at a fixed
exchange ratio of 0.088, representing a value of approximately $207
million, based on the Bioceres and MBI share prices at market close
on July 11, 2022, and the number of current outstanding MBI shares.
Newly issued Bioceres shares will commence trading on the Nasdaq
Global Select Market under the symbol “BIOX”.
MBI will continue to operate its existing lines of business and
products under the name ProFarm as a wholly owned subsidiary of
Bioceres. North Carolina Headquarters will be discontinued, and
corporate and business support functions will be assumed by
Bioceres. “The resulting structure will lever expertise from
ProFarm key employees, achieving a more diverse, global and
cost-efficient organization, with operations in the U.S., Europe
and Latin America,” said Chief Financial Officer, Enrique Lopez
Lecube.
As a result of the closing of the transaction, Bioceres
announced changes to its Board of Directors and leadership team.
Mr. Yogesh Mago and Mr. Keith McGovern who served on MBI´s Board of
Directors until the closing of the transaction, will join Bioceres´
Board of Directors. Mr. Mago and Mr. McGovern bring valuable
knowledge and experience to Bioceres´ business. Bioceres extends a
sincere thank you to all members of MBI´s Board of Directors, Mr.
Bob Woods, Ms. Lara L. Lee, Ms. Pamela Marrone Ph.D., Mr. Zachary
S. Wochok Ph.D., Mr. Stuart Woolf, whose vision and stewardship
firmly established MBI as a leader in the development of
bioprotection and plant health solutions.
Mr. Kevin Helash will be stepping down from his role as Chief
Executive Officer of MBI. Bioceres thanks Mr. Helash and his entire
team for leading MBI to where it is today and for their work and
collaboration on seeing this transaction through. Mr. Matti Tiainen
will join Bioceres´ leadership team as Managing Director for North
America & Europe and President of ProFarm.
“I am excited about the opportunities for our employees and the
new colleagues from MBI that we welcome to the Company,” continued
Federico Trucco. “Together with our current and new shareholders we
will work to transform the agricultural landscape with low
environmental impact, highly efficacious, biological based
solutions that further our vision of a carbon neutral
agriculture.”
About Bioceres Crop Solutions Corp.
Bioceres Crop Solutions Corp. (NASDAQ: BIOX) is a fully
integrated provider of crop productivity technologies designed to
enable the transition of agriculture towards carbon neutrality. To
do this, Bioceres’ solutions create economic incentives for farmers
and other stakeholders to adopt environmentally friendlier
production practices. The Company has a unique biotech platform
with high-impact, patented technologies for seeds and microbial
ag-inputs, as well as next generation crop nutrition and protection
solutions. Through its HB4 program, the Company is bringing digital
solutions to support growers’ decisions and provide end-to-end
traceability for production outputs. For more information, visit
here.
About Marrone Bio Innovations
Marrone Bio Innovations, Inc., to be renamed ProFarm under the
closed Merger Agreement, is a growth-oriented agricultural company
leading the movement to environmentally sustainable farming
practices through the discovery, development and sale of innovative
biological products for crop protection, crop health and crop
nutrition. The portfolio of 18 products helps customers operate
more sustainably while increasing their return on investment. The
company’s commercial products are sold globally and supported by a
robust portfolio of more than 500 issued and pending patents. End
markets include row crops; fruits and vegetables; trees, nuts and
vines; and greenhouse production. Marrone Bio’s research and
development program uses proprietary technologies to isolate and
screen naturally occurring microorganisms and plant extracts to
create new, environmentally sound solutions in agriculture. For
more information, visit here.
Forward-looking statements
This communication includes “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
“forecast,” “intend,” “seek,” “target,” “anticipate,” “believe,”
“expect,” “estimate,” “plan,” “outlook,” and “project” and other
similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. Such
forward-looking statements are based on management’s reasonable
current assumptions, expectations, plans and forecasts regarding
the Company’s current or future results and future business and
economic conditions more generally. Such forward-looking statements
involve risks, uncertainties and other factors, which may cause the
actual results, levels of activity, performance or achievement of
the Company to be materially different from any future results
expressed or implied by such forward-looking statements, and there
can be no assurance that actual results will not differ materially
from management’s expectations or could affect the Company’s
ability to achieve its strategic goals, including the uncertainties
relating to the impact of COVID-19 on the Company’s business,
operations, liquidity and financial results and the other factors
that are described in the sections entitled “Risk Factors” in the
Company's Securities and Exchange Commission filings updated from
time to time. The preceding list is not intended to be an
exhaustive list of all of our forward-looking statements.
Therefore, you should not rely on any of these forward-looking
statements as predictions of future events. All forward-looking
statements contained in this release are qualified in their
entirety by this cautionary statement. Forward-looking statements
speak only as of the date they are or were made, and the Company
does not intend to update or otherwise revise the forward-looking
statements to reflect events or circumstances after the date of
this release or to reflect the occurrence of unanticipated events,
except as required by law.
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Investor Relations Contact Chris Tyson Executive Vice
President MZ Group – MZ North America (949) 491-8235
BIOX@mzgroup.us www.mzgroup.us
Bioceres Crop Solutions Paula Savanti Head of Investor
Relations investorrelations@biocerescrops.com
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