Spring Valley Acquisition Corp. (“Spring Valley”) (Nasdaq: SV,
SVSVW, SVSVU) today announced that it postponed Spring Valley’s
extraordinary general meeting of stockholders (the “Extraordinary
Meeting”) originally scheduled to be held on August 20, 2021. The
Extraordinary Meeting has been postponed until August 30, 2021 at
10:00 a.m. Eastern Time.
The Extraordinary Meeting is being held to vote on the proposals
described in Spring Valley’s definitive proxy statement, filed with
the Securities and Exchange Commission (the “SEC”) on July 26, 2021
(the “Definitive Proxy Statement”), relating to its Business
Combination. The record date for determination of shareholders
entitled to vote at the Extraordinary Meeting, including at all
adjournments thereof, remains July 19, 2021. The Spring Valley
Board of Directors continues to recommend that stockholders vote in
favor of the proposals.
As of the date hereof, a sufficient number of Spring Valley’s
stockholders had voted to approve the proposed business combination
with AeroFarms, Inc. (the “Business Combination”). However, all of
the conditions to effect the closing of the Business Combination
have not yet been satisfied. The postponement is intended to permit
more time to satisfy the closing conditions.
About Spring Valley Acquisition Corp.
Spring Valley Acquisition Corp. is a blank check company formed
for the purpose of entering into a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business
combination with one or more businesses or entities. While Spring
Valley may pursue an initial business combination target in any
business or industry, it is targeting companies focusing on
sustainability, including clean energy and storage, smart
grid/efficiency, environmental services and recycling, mobility,
water and wastewater management, advanced materials and technology
enabled services. Spring Valley’s sponsor is supported by Pearl
Energy Investment Management, LLC, a Dallas, Texas based investment
firm that focuses on partnering with best-in-class management teams
to invest in the North American energy industry.
About AeroFarms, Inc.
Since 2004, AeroFarms has been leading the way for indoor
vertical farming and championing transformational innovation for
agriculture. On a mission to grow the best plants possible for the
betterment of humanity, AeroFarms is a Certified B Corporation with
global headquarters in Newark, New Jersey. Named one of the World’s
Most Innovative Companies by Fast Company two years in a row and
one of TIME’s Best Inventions in Food, AeroFarms patented,
award-winning indoor vertical farming technology provides the
perfect conditions for healthy plants to thrive, taking agriculture
to a new level of precision, food safety, and productivity while
using up to 95% less water and no pesticides ever versus
traditional field farming. AeroFarms enables local production to
safely grow all year round, using vertical farming for elevated
flavor. In addition, through its proprietary growing technology
platform, AeroFarms has grown over 550 varieties and has developed
multi-year strategic partnerships ranging from government to major
Fortune 500 companies to help uniquely solve agriculture supply
chain needs. For additional information, visit:
https://aerofarms.com/.
On March 26, 2021, AeroFarms announced a definitive business
combination agreement with Spring Valley Acquisition Corp. (Nasdaq:
SV). Upon the closing of the business combination, AeroFarms will
become publicly traded on Nasdaq under the new ticker symbol
"ARFM". Additional information about the transaction can be viewed
here: https://aerofarms.com/investors/
Forward Looking Statements
Certain statements included in this press release that are not
historical facts are forward-looking statements for purposes of the
safe harbor provisions under the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements generally
are accompanied by words such as “believe,” “may,” “might,” “will,”
“estimate,” “continue,” “contemplate,” “anticipate,” “intend,”
“expect,” “should,” “would,” “could,” “plan,” “predict,” “project,”
“potential,” “seem,” “seek,” “future,” “outlook,” and similar
expressions that predict or indicate future events or trends or
that are not statements of historical matters. All statements,
other than statements of present or historical fact included in
this press release, including those regarding Spring Valley’s
proposed acquisition of AeroFarms and the Special Meeting are
forward-looking statements. These statements are based on various
assumptions, whether or not identified in this press release, and
on the current expectations of the respective management of
AeroFarms and Spring Valley and are not predictions of actual
performance. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as, and
must not be relied on 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 AeroFarms and Spring Valley. These
forward-looking statements are subject to a number of risks and
uncertainties, including changes in domestic and foreign business,
market, financial, political, and legal conditions; the inability
of the parties to successfully or timely consummate the proposed
transaction, including the risk that any 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 transaction or that the approval
of the stockholders of Spring Valley or AeroFarms is not obtained;
failure to realize the anticipated benefits of the proposed
transaction; risks related to the expansion of AeroFarms’ business
and the timing of expected business milestones; the effects of
competition on AeroFarms’ business; the ability of Spring Valley or
AeroFarms to issue equity or equity-linked securities or obtain
debt financing in connection with the proposed transaction or in
the future, and those factors discussed in Spring Valley’s Annual
Report on Form 10-K, Quarterly Report on Form 10-Q, final
prospectus dated November 25, 2020 and definitive proxy
statement/prospectus dated July 26, 2021 under the heading “Risk
Factors,” and other documents Spring Valley has filed, or will
file, 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 Spring Valley nor AeroFarms
presently know, or that Spring Valley nor AeroFarms 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 Spring Valley’s and
AeroFarms’ expectations, plans, or forecasts of future events and
views as of the date of this press release. Spring Valley and
AeroFarms anticipate that subsequent events and developments will
cause Spring Valley’s and AeroFarms’ assessments to change.
However, while Spring Valley and AeroFarms may elect to update
these forward-looking statements at some point in the future,
Spring Valley and AeroFarms specifically disclaim any obligation to
do so. These forward-looking statements should not be relied upon
as representing Spring Valley’s and AeroFarms’ assessments 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/20210820005175/en/
AeroFarms Contacts Investor Relations: Jeff Sonnek ICR
Jeff.Sonnek@icrinc.com 1-646-277-1263
Media Relations: Marc Oshima AeroFarms MarcOshima@AeroFarms.com
1-917-673-4602
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