● Extraordinary General Meeting of TPBA’s shareholders to
approve the proposed business combination with Lavoro to be held on
February 22, 2023.
● Lavoro also announces its expected full board of directors,
including regional experts and world-class leaders in agriculture
and finance, as previously disclosed in its Registration
Statement.
TPB Acquisition Corporation I (“TPB Acquisition Corp.” or
“TPBA”) (Nasdaq: TPBA, TPBAW, TPBAU), a special purpose acquisition
company sponsored by The Production Board (“TPB”) and Lavoro
Limited (“Lavoro” or the “Company”), a leading agricultural inputs
retailer in Latin America, today announced that the U.S. Securities
and Exchange Commission (the “SEC”) has declared effective the
Registration Statement on Form F-4 (as amended, the “Registration
Statement”), filed by the Company in connection with the previously
announced proposed business combination between Lavoro and TPBA.
The Registration Statement provides important information about
Lavoro, TPBA, and the proposed business combination, including the
expected composition of the Lavoro board of directors, which will
become effective upon the closing of the proposed business
combination.
An extraordinary general meeting of TPBA shareholders to
approve, among other things, the proposed business combination will
be held in virtual format and physically at 3 Embarcadero Ctr 20th
Floor, San Francisco, CA 94111 on February 22, 2023 at 10:00 a.m.,
Eastern Time with a record date as of the close of business on
January 17, 2023. In order to attend the meeting virtually,
shareholders must pre-register at
https://www.cstproxy.com/tpbac/2023.
TPBA’s board of directors unanimously recommends all
shareholders vote "FOR" all proposals in advance of the
extraordinary general meeting by telephone, via the internet, or by
signing, dating, and returning the proxy card upon receipt by
following the instructions on the proxy card.
The proposed business combination is expected to close shortly
after the extraordinary general meeting, subject to satisfaction of
other customary closing conditions. Upon closing, Lavoro is
expected to list on Nasdaq with its ordinary shares and warrants
trading under the new ticker symbols, “LVRO” and “LVROW,”
respectively, and to become the first U.S.-listed pure-play Latin
American agricultural inputs retailer.
TPBA shareholders who have questions or need assistance voting
their ordinary shares should contact Morrow Sodali LLC, TPBA’s
proxy solicitor, by calling +1(800) 662-5200, or banks and brokers
can call collect at +1 (203) 658-9400, or by emailing
TPBA.info@investor.morrowsodali.com.
Lavoro Board of Directors
As previously disclosed in the Registration Statement, Lavoro
expects its full board of directors, which will become effective
upon the closing of the proposed business combination, to be
comprised of the following members:
● Marcos de Mello Mattos Haaland will
serve as the chairman of Lavoro’s board of directors upon the
closing of the proposed business combination. Mr. Haaland is
expected to be appointed as the Operating Partner at Patria
starting February 2023. Prior to that, Mr. Haaland was a Managing
Director for Alvarez & Marsal Brasil Participações Ltda for
over 10 years from May 2012 to January 2023, most recently leading
the Agribusiness business unit. He was also a board member and
chairman at certain periods at Affinity Petcare, trademark of
Mogiana Alimentos S.A. from July 2013 to August 2021 and board
member and chairman at certain periods for Guabi Nutrição e Saude
Animal S.A. from May 2010 to December 2019. From April 2006 to July
2011, Mr. Haaland was General Manager at Nutriplant Industria e
Comercio S.A., a specialty fertilizer company, leading its IPO in
2008. He was also General Manager at Mogiana Alimentos S.A., a feed
and pet food company, from February 1995 to April 2003. He was also
a consultant with Booz, Allen & Hamilton from March 1990 to
February 1995. Mr. Haaland holds a bachelors’ degree in mechanical
engineering from Universidade Estadual de Campinas, Brazil, a MSc
from University of Illinois, USA and a MBA from INSEAD, France. He
is a certified board member from the Brazilian Institute of
Corporate Governance. We believe Mr. Haaland is well qualified to
serve as director due to his extensive business management
experience.
● Ricardo Leonel Scavazza will serve
as a member of Lavoro’s board of directors upon the closing of the
proposed business combination. Mr. Scavazza is a Managing Partner
of Patria and is the Chief Executive Officer and Chief Investments
Officer of Latin American Private Equity since December 2020. Mr.
Scavazza is responsible for all Latin America Private Equity
strategy at Patria. Before taking over as CEO and CIO for Private
Equity Latin America, Mr. Scavazza served as the Head of Private
Equity Strategy in Brazil. Mr. Scavazza joined Patrimônio in 1999,
became a Partner in 2005, and has worked on several new investments
and acquisitions for the portfolio companies of Private Equity
Funds I, II, III, IV and V. Mr. Scavazza held operating roles in
several investments, including a tenure as Chief Executive Officer
at Anhanguera between 2009 and 2013. He was Chief Financial Officer
at DASA in 2001 and at Anhanguera Educacional from 2003 to 2006.
Mr. Scavazza holds a bachelor’s degree in Business Administration
and Management from Fundação Getulio Vargas (FGV) and the
University of Texas at Austin. Mr. Scavazza also holds a Master’s
in Business Administration and Management from the Kellogg School
of Management at Northwestern University. We believe Mr. Scavazza
is well qualified to serve as director due to his extensive private
equity and investment experience.
● Daniel Fisberg will serve as a
member of Lavoro’s board of directors upon the closing of the
proposed business combination. Mr. Fisberg is a Private Equity
director and primarily responsible for M&A projects for Lavoro.
Prior to that, Mr. Fisberg was Lavoro’s Chief Investment Officer, a
position he held from October 2019 to January 2022. Prior to
joining us, Mr. Fisberg was the head of M&A and corporate
development for South America at the Archer-Daniels-Midland
Company, a Fortune 50 agribusiness powerhouse. From 2012 to 2014,
Mr. Fisberg served as head of M&A for Cielo S.A., a leading
financial services company in Brazil. Mr. Fisberg also acted as a
management consultant for over five years for Roland Berger, a
strategy-consulting firm, with projects in Europe and in South
America. Mr. Fisberg holds a bachelor’s degree in business from
Universidade de São Paulo and an MBA from London Business School.
Mr. Fisberg also spent a semester at the Massachusetts Institute of
Technology, focusing on venture capital and private equity
investments. We believe Mr. Fisberg is well qualified to serve as
director due to his extensive agribusiness and investment
experience.
● David Friedberg will serve as a
member of Lavoro’s board of directors upon the closing of the
proposed business combination. Mr. Friedberg has served as the
Chief Executive Officer of The Production Board since 2015. In his
role at The Production Board, Mr. Friedberg is also the founder and
sits on the boards of several private companies. From September
2006 to October 2013, Mr. Friedberg founded and was the Chief
Executive Officer of The Climate Corporation, an
agriculture-focused weather insurance and software company acquired
by The Monsanto Company in 2013. Mr. Friedberg was also the founder
of Metromile, a pay-per-mile car insurance company (“Metromile”),
and served as the Chairman of Metromile’s Board of Directors from
January 2011 to December 2021. Previously, Mr. Friedberg worked in
Corporate Development and Product Management at Google. Mr.
Friedberg holds a Bachelor of Arts in Astrophysics from the
University of California, Berkeley. We believe Mr. Friedberg is
well qualified to serve as director due to his role as the founder
of TPB, his executive leadership experience, and his service as a
director at numerous companies.
● Michael Stern will serve as a member
of Lavoro’s board of directors upon the closing of the proposed
business combination. Dr. Stern Head of Digital Farming for Bayer
Crop Sciences (Bayer) from August 2018 to April 2021 and a member
of the Crop Sciences Executive Team from August 2018 to March 2021.
Before joining Bayer, Dr. Stern had a 30-year career at Monsanto
Company from December 1988 to June 2018, where he was the CEO of
the Climate Corporation, a member of Monsanto’s executive team. In
addition, Dr. Stern served in a variety of leadership roles at
Monsanto, including leading their Row Crop Business across the
Americas, Vice President of U.S. Seeds and Traits, President of
American Seeds, CEO of Renessen LLC, a biotechnology joint venture
with Cargill, and Director of Technology for Agricultural
Productivity. Dr. Stern also serves on the board of directors of
Aquabounty Technologies Inc (AQB). Dr. Stern received a Ph.D. in
Chemistry from Princeton University, a Masters in Chemistry from
the University of Michigan and a Bachelor of Science degree in
Chemistry from Denison University. We believe Dr. Stern is well
qualified to serve as director due to his extensive agribusiness
and investment experience.
● Lauren StClair will serve as a
member of Lavoro’s board of directors upon the closing of the
proposed business combination. Ms. StClair has served as
NerdWallet’s Chief Financial Officer since December 2020. Prior to
joining NerdWallet, Ms. StClair served as Chief Financial Officer,
North America at eBay Inc., a position she held since June 2019.
Prior to June 2019, Ms.StClair served as Chief Financial Officer,
International at StubHub, a position she held since February 2017.
Prior to February 2017, Ms. StClair served as Director, Investor
Relations at eBay Inc. Ms. StClair holds a Bachelor of Science from
Stanford University and Masters of Business Administration from
Duke University. We believe Ms. StClair is well qualified to serve
as director due to her extensive business experience.
● Eduardo Daher will serve as a member
of Lavoro’s board of directors upon the closing of the proposed
business combination. Mr. Daher has been an Executive Director at
Associacao Brasileira do Agronegocio (ABAG) since February 2020.
From April 2010 to April 2016, Mr. Daher took over as Executive
Director of the Brazilian Crop Protection National Association
(Andef). Mr. Daher was a founding member of the Brazilian
Association of Rural Marketing and Agribusiness. Mr Daher also held
a seat on the Superior Council for Agribusiness (Cosag) of the
Federation of Industries of the State of São Paulo (Fiesp) and
advisor to Fiesp at the Foundation for the Development of
Agribusiness Research (Fundepag). From October 2003 to April 2010,
Mr. Daher was an Executive Officer of the Brazilian National
Fertilizer Association (ANDA). Mr. Daher holds a bachelors’ degree
in economics and business administration and management from
Universidade de São Paulo and Fundação Getulio Vargas (FGV)
respectively and a master’s degree in marketing from Fundação
Getulio Vargas (FGV). We believe Mr. Daher is well qualified to
serve as director due to his extensive agribusiness experience.
About Lavoro
Lavoro is Brazil’s largest agricultural inputs retailer and a
leading provider of agriculture biologics inputs. Through a
complete portfolio, Lavoro empowers farmers to adopt breakthrough
technology and boost productivity. Founded in 2017, Lavoro has a
broad geographical presence, with distribution operations in Brazil
and Colombia, and an emergent agricultural input trading company in
Uruguay. Lavoro’s 924 technical sales representatives have met with
more than 60,000 customers on farms and at 193 retail locations
multiple times per year to help them plan, purchase the right
inputs, and manage their farming operations to optimize outcomes.
Learn more about Lavoro at www.lavoroagro.com.br.
About The Production Board
Founded by David Friedberg, The Production Board is a venture
foundry and investment holding company established to solve the
most fundamental problems that affect our planet by reimagining
global systems of production across food, agriculture,
biomanufacturing, human health, and the broader life sciences. TPB
builds businesses based on emerging scientific discoveries,
partners with exceptional talent, and provides them with the
capital, infrastructure and market insights needed to deliver
meaningful improvement in the cost, energy, time, or carbon
footprint of conventional systems. TPB is backed by leading
strategic and financial investors, including Alphabet, Allen &
Company LLC, Cascade, and funds and accounts managed by BlackRock,
Baillie Gifford, Koch Disruptive Technologies, Counterpoint Global
(Morgan Stanley), Foxhaven Asset Management, and Arrowmark
Partners. Learn more about our work at www.tpb.co.
Additional Information and Where to Find It
The proposed business combination will be submitted to
shareholders of TPB Acquisition Corporation I (“TPB Acquisition
Corp.”) for their consideration. Lavoro has filed a registration
statement on Form F-4 (the “Registration Statement”), which
includes a preliminary proxy statement to be distributed to TPB
Acquisition Corp.’s shareholders in connection with TPB Acquisition
Corp.’s solicitation for proxies for the vote by TPB Acquisition
Corp.’s shareholders in connection with the proposed business
combination and other matters as described in the Registration
Statement, as well as the prospectus relating to the offer of the
securities to be issued in connection with the completion of the
proposed business combination.
The Registration Statement has been declared effective by the
SEC and TPB Acquisition Corp. will mail a definitive proxy
statement/prospectus and other relevant documents to its
shareholders as of the record date established for voting on the
proposed business combination. This communication is not a
substitute for the Registration Statement, the definitive proxy
statement/prospectus or any other document that TPB Acquisition
Corp. will send to its shareholders in connection with the proposed
business combination. TPB Acquisition Corp.’s shareholders and
other interested persons are advised to read the definitive proxy
statement / prospectus, in connection with TPB Acquisition Corp.’s
solicitation of proxies for its extraordinary general meeting of
shareholders to be held to approve, among other things, the
proposed business combination, because these documents contain
important information about TPB Acquisition Corp., Lavoro and the
proposed business combination. Shareholders may also obtain a copy
of the definitive proxy statement, as well as other documents filed
with the SEC regarding the proposed business combination and other
documents filed with the SEC by TPB Acquisition Corp., without
charge, at the SEC’s website located at www.sec.gov or by directing
a written request to: TPB Acquisition Corporation I, 1 Letterman
Drive, Suite A3-1, San Francisco, CA 94129.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN
APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY
AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS
OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION
CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
Participants in Solicitation
TPB Acquisition Corp., Lavoro and their directors and executive
officers may be deemed to be participants in the solicitation of
proxies from TPB Acquisition Corp.’s shareholders in connection
with the proposed transaction. A list of the names of the directors
and executive officers of TPB Acquisition Corp. and Lavoro and
information regarding their interests in the proposed business
combination is set forth in the Registration Statement. You may
obtain free copies of these documents as described in the preceding
paragraph.
Forward-Looking Statements
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. The contents of any
website mentioned or hyperlinked in this press release are for
informational purposes and the contents thereof are not part of or
incorporated into this press release.
Certain statements made in this press release are “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 “aims,” “plan,” “project,” “intend,”
“will,” “expect,” “anticipate,” “believe,” “seek,” “target” or
other similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. These
forward-looking statements include, but are not limited to,
statements regarding Lavoro’s and TPB Acquisition Corp.’s
expectations with respect to the closing of the proposed business
combination; the satisfaction of the closing conditions to the
proposed business combination, and the timing of the completion of
the proposed business combination. These forward-looking statements
are provided for illustrative purposes only and are not intended to
serve as, and must not be relied on by any investor 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 Lavoro
and TPB Acquisition Corp.
These forward-looking statements are subject to a number of
risks and uncertainties, including but not limited to, the
inability of the parties to successfully or timely consummate the
proposed business combination, including the risk that any required
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 business
combination or that shareholder approval will not be obtained; the
risk that the transaction may not be completed by TPB Acquisition
Corp.’s business combination deadline and the potential failure to
obtain an extension of the business combination deadline if sought
by TPB Acquisition Corp.; the failure to satisfy the conditions to
the consummation of the proposed transaction, including the
adoption of the proposed business combination agreement by the
shareholders of TPB Acquisition Corp.; the lack of a third party
valuation in determining whether or not to pursue the proposed
transaction; the occurrence of any event, change or other
circumstance that could give rise to the termination of the
proposed business combination agreement; the effect of the
announcement or pendency of the proposed transaction on Lavoro’s
business relationships, operating results, and business generally;
risks that the proposed transaction disrupts current plans and
operations of Lavoro and potential difficulties in employee
retention as a result of the proposed transaction; the outcome of
any legal proceedings that may be instituted against Lavoro, TPB
Acquisition Corp. or the combined company related to the proposed
business combination agreement or the proposed transaction; the
ability to maintain the listing of TPB Acquisition Corp.’s
securities on a national securities exchange; the price of TPB
Acquisition Corp.’s securities may be volatile due to a variety of
factors, including changes in the competitive and regulated
industries in which TPB Acquisition Corp. plans to operate or
Lavoro operates, variations in operating performance across
competitors, changes in laws and regulations affecting TPB
Acquisition Corp.’s or Lavoro’s business; Lavoro’s inability to
meet or exceed its financial projections and changes in the
combined capital structure; changes in general economic conditions,
including as a result of the COVID-19 pandemic; the ability to
implement business plans, forecasts, and other expectations after
the completion of the proposed transaction, and identify and
realize additional opportunities; changes in domestic and foreign
business, market, financial, political and legal conditions; the
occurrence of any event, change or other circumstance that could
give rise to the termination of the proposed business combination
agreement; the outcome of any potential litigation, government and
regulatory proceedings, investigations and inquiries and other
risks and uncertainties indicated from time to time in the final
prospectus of TPB Acquisition Corp. for its initial public offering
and the proxy statement/prospectus filed by Lavoro relating to the
proposed business combination or in the future, including those
under “Risk Factors” therein, and in TPB Acquisition Corp.’s other
filings 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 TPB Acquisition Corp. nor
Lavoro presently know or that TPB Acquisition Corp. nor Lavoro
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 TPB Acquisition
Corp.’s and Lavoro’s expectations, plans or forecasts of future
events and views as of the date of this press release. TPB
Acquisition Corp. and Lavoro anticipate that subsequent events and
developments will cause TPB Acquisition Corp.’s or Lavoro’s
assessments to change. However, while TPB Acquisition Corp. and the
TPB Acquisition Corp. may elect to update these forward-looking
statements at some point in the future, TPB Acquisition Corp. and
Lavoro specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as
representing TPB Acquisition Corp.’s or Lavoro’s assessments as of
any date subsequent to the date of this press release. Accordingly,
undue reliance should not be placed upon the forward-looking
statements.
No Offer or Solicitation
This press release and/or other information does not constitute
an offer to sell or the solicitation of an offer to buy any
securities, or a solicitation of any vote or approval, nor shall
there be any sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such
jurisdiction. This communication shall not constitute a
“solicitation” as defined in Section 14 of the Securities Exchange
Act of 1934, as amended.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230206005644/en/
For Lavoro: Guilherme Nascimento
guilherme.augusto@lavoroagro.com.br, +55 66 9 9911-3093
Fernanda Rosa fernanda.rosa@lavoroagro.com, +55 41 9
9911-2712
For TPB: Rachel Konrad rachel@tpb.co, +1-650-924-5471
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