- Nature's Miracle is a fast-growing agriculture technology
company providing services to growers in Controlled Environment
Agriculture ("CEA") settings in North
America;
- Nature's Miracle provides hardware as well as software to
design, build and operate various indoor growing settings including
greenhouse, vertical farming and indoor-growing spaces;
- Nature's Miracle, through its two wholly-owned subsidiaries,
Visiontech Group, Inc. and Hydroman, Inc., provides grow lights as
well as other hydroponic products to hundreds of indoor growers in
North America;
- Nature's Miracle has also developed a robust pipeline to build
commercial-scale greenhouse in the U.S. and Canada to meet the growing needs of fresh and
local vegetable products. The Company offers turnkey solutions to
its operating partners by providing design, construction and
hardware installment services;
- Nature's Miracle has established its first manufacturing
footprint in North America with
its grow-light assembly plant in Manitoba, Canada and is expecting to set up
additional manufacturing/assembly facilities in North America;
- The implied pro-forma enterprise value of the combined company
is approximately $265 million,
assuming no redemptions from the trust account. The business
combination is expected to be completed in the first quarter of
2023;
- This transaction is expected to accelerate Nature's Miracle's
development of commercial greenhouse in the U.S. and Canada.
UPLAND,
Calif., Sept. 9, 2022 /PRNewswire/
-- Nature's Miracle Inc. ("Nature's Miracle"), a leader in the
Controlled Environment Agriculture Industry, and Lakeshore
Acquisition II Corp. ("together with its successors, Lakeshore")
(Nasdaq: LBBB) today announced that they have entered into a
definitive business combination agreement (the "Merger Agreement").
Upon closing, the combined company is expected to change its name
to Nature's Miracle Holding Inc. and its common stock is expected
to be traded on the Nasdaq Global Market.
Management Comments
"In the face of global energy shortage, food security, drought
and life-style change, Nature's Miracle is excited to offer an
alternative farming mode which saves transportation cost, reduces
irrigation water requirements by up to 90% and ensures fresh and
local supply of produces for health-conscious consumers. We have
developed a robust pipeline of greenhouse projects in the U.S. and
Canada for the next twenty-four
months," said Tie "James" Li, Founder, Chairman and Chief Executive
Officer of Nature's Miracle. "By combining with Lakeshore, Nature's
Miracle will be able to tap into the public equity and debt market
to fund its aggressive growth plan going forward. We look forward
to working with Lakeshore team to complete the transaction and to
list on Nasdaq."
"We are thrilled to partner with Nature's Miracle on its public
company journey," said Bill Chen,
Chairman and Chief Executive Officer of Lakeshore. "After learning
of Nature's Miracle's business model and its position in the
rapidly growing Controlled Environment Agriculture market, we
immediately realized the vast potential for the Company's growth in
this very important market segment."
Key Transaction Terms
Pursuant to the Merger Agreement, Nature's Miracle will merge
with LBBB Merger Sub Inc., a Delaware corporation and a wholly-owned
subsidiary of Lakeshore (the "Merger"), with Nature's Miracle
surviving and Lakeshore acquiring 100% of the equity securities of
Nature's Miracle. In exchange for their equity securities, the
stockholders of Nature's Miracle (the "Company Stockholders") will
receive an aggregate number of shares of common stock of Lakeshore
(the "Merger Consideration") with an aggregate value equal to: (a)
two hundred thirty million U.S.
dollars ($230,000,000), minus
(b) any Closing Net Indebtedness (as defined in the Merger
Agreement).
The Merger has been approved by the boards of directors of each
of Lakeshore and Nature's Miracle. The Merger will require the
approval of the stockholders of Lakeshore and Nature's Miracle and
is subject to other customary closing conditions, including a
registration statement on Form S-4 being declared effective by the
U.S. Securities and Exchange Commission. The transaction is
expected to close in the first quarter of 2023.
Advisors
Hunter Taubman Fischer & Li
LLC. is acting as legal advisor to Nature's Miracle and Loeb &
Loeb is acting as legal advisor to Lakeshore. Maxim Group is acting
as M&A advisor to Lakeshore.
Management Presentation
A presentation made by the management teams of both Nature's
Miracle and Lakeshore regarding the transaction will be available
on the websites of Nature's Miracle at https:
//www.Nature-Miracle.com and Lakeshore at
https://www.lakeshoreacquisition.com/tzzy. Lakeshore will also file
the presentation with the SEC in a Current Report on Form 8-K,
which will be accessible at www.sec.gov.
About Lakeshore Acquisition II Corp.
Lakeshore Acquisition II Corp. is a blank check company, also
commonly referred to as a special purpose acquisition company, or
SPAC, formed for the purpose of effecting a merger, share exchange,
asset acquisition, share purchase, reorganization or similar
business combination with one or more businesses or entities.
About Nature's Miracle Holdings Inc.
Nature's Miracle is a fast-growing agriculture technology
company providing services to growers in the Controlled Environment
Agriculture ("CEA") industry which also include vertical farming in
North America. The Company offers
integrated solutions which include hardware as well as software to
design, build and operate various indoor growing settings including
greenhouse and indoor-growing spaces. Nature's Miracle, through its
two wholly-owned subsidiaries, Visiontech Group, Inc. and Hydroman,
Inc., provides grow lights as well as other hydroponic products to
hundreds of indoor growers in North
America. Nature's Miracle has also developed a robust
pipeline to build commercial-scale greenhouse in the U.S. and
Canada to meet the growing needs
of fresh and local vegetable products. The Company offers turnkey
solutions to its operating partners by providing the design,
construction and hardware installment services; Nature's Miracle
has established its first manufacturing footprint in North America with its grow-light assembly
plant in Manitoba, Canada and is
expected to set up additional manufacturing/assembly facilities in
North America.
Important Information About the Proposed Business Combination
and Where to Find It
This press release relates to a proposed business combination
between Lakeshore and Nature's Miracle. A full description of the
terms of the business combination will be provided in a
Registration Statement on Form S-4 and proxy statement to be filed
with the SEC by Lakeshore. The proxy statement will be mailed to
Lakeshore's shareholders as of a record date to be established for
voting at the shareholders' meeting relating to the proposed
transactions. This press release does not contain all the
information that should be considered concerning the proposed
business combination and is not intended to form the basis of any
investment decision or any other decision in respect of the
proposed business combination. Lakeshore's shareholders and other
interested persons are advised to read, when available, the
Registration Statement on Form S-4 and proxy statement and the
amendments thereto and other documents filed in connection with the
proposed business combination, as these materials will contain
important information about Nature's Miracle, Lakeshore and the
proposed business combination. The Registration Statement on Form
S-4 and the proxy statement and other documents filed with the SEC,
once available, may be obtained without charge at the SEC's website
at www.sec.gov, or by directing a written request to Lakeshore, 667
Madison Avenue, New York, NY
10065.
Participants in the Solicitation
Lakeshore, certain shareholders of Lakeshore, and their
respective directors and executive officers may be deemed
participants in the solicitation of proxies from Lakeshore's
shareholders with respect to the proposed business combination. A
list of the names of Lakeshore's directors and executive officers
and a description of their interests in Lakeshore is contained in
Lakeshore's registration statement on Form S-1, which was filed
with the SEC and is available free of charge at the SEC's web site
at www.sec.gov, or by directing a written request to Lakeshore, 667
Madison Avenue, New York, NY
10065. Additional information regarding the interests of such
participants will be contained in the Registration Statement on
Form S-4 and proxy statement for the proposed business combination
when available.
Nature's Miracle and its directors and executive officers may
also be deemed to be participants in the solicitation of proxies
from the shareholders of Lakeshore in connection with the proposed
business combination. A list of the names of such directors and
executive officers and information regarding their interests in the
proposed business combination will be included in the proxy
statement for the proposed business combination when available.
Forward-looking Statements
Except for historical information contained herein, this press
release contains certain "forward-looking statements" within the
meaning of the federal U.S. securities laws with respect to the
proposed business combination between Lakeshore and Nature's
Miracle, the benefits of the transaction, the amount of cash the
transaction will provide Nature's Miracle, the anticipated timing
of the transaction, the services and markets of Nature's Miracle,
our expectations regarding future growth, results of operations,
performance, future capital and other expenditures, competitive
advantages, business prospects and opportunities, future plans and
intentions, results, level of activities, performance, goals or
achievements or other future events. These forward-looking
statements generally are identified by words such as "anticipate,"
"believe," "expect," "may," "could," "will," "potential," "intend,"
"estimate," "should," "plan," "predict," or the negative or other
variations of such statements, reflect our management's current
beliefs and assumptions and are based on the information currently
available to our management. Forward-looking statements are
predictions, projections and other statements about future events
that are based on current expectations and assumptions and, as a
result, are subject to risks and uncertainties. Many factors could
cause actual results or developments to differ materially from
those expressed or implied by such forward-looking statements,
including but not limited to: (i) the risk that the transaction may
not be completed in a timely manner or at all, which may adversely
affect the price of Lakeshore's securities; (ii) the risk that the
transaction may not be completed by Lakeshore's business
combination deadline and the potential failure to obtain an
extension of the business combination deadline if sought by
Lakeshore; (iii) the failure to satisfy the conditions to the
consummation of the transaction, including the approval of the
business combination agreement by the stockholders of Lakeshore,
the satisfaction of the minimum cash amount following any
redemptions by Lakeshore's public stockholders and the receipt of
certain governmental and regulatory approvals; (iv) the lack of a
third-party valuation in determining whether or not to pursue the
proposed transaction; (v) the occurrence of any event, change or
other circumstance that could give rise to the termination of the
business combination agreement; (vi) the effect of the announcement
or pendency of the transaction on Nature's Miracle's business
relationships, operating results and business generally; (vii)
risks that the proposed transaction disrupts current plans and
operations of Nature's Miracle; (viii) the outcome of any legal
proceedings that may be instituted against Nature's Miracle or
Lakeshore related to the business combination agreement or the
proposed transaction; (ix) the ability to maintain the listing of
Lakeshore's securities on a national securities exchange; (x)
changes in the competitive industries in which Nature's Miracle
operates, variations in operating performance across competitors,
changes in laws and regulations affecting Nature's Miracle's
business and changes in the combined capital structure; (xi) the
ability to implement business plans, forecasts and other
expectations after the completion of the proposed transaction, and
identify and realize additional opportunities; (xii) the risk of
downturns in the market and Nature's Miracle's industry including,
but not limited to, as a result of the COVID-19 pandemic; (xiii)
costs related to the transaction and the failure to realize
anticipated benefits of the transaction or to realize estimated pro
forma results and underlying assumptions, including with respect to
estimated stockholder redemptions; (xiv) risks and uncertainties
related to Nature's Miracle's business, including, but not limited
to risks relating to the uncertainty of the projected financial
information with respect to Nature's Miracle; risks related to
Nature's Miracle's limited operating history, the roll-out of
Nature's Miracle's business and the timing of expected business
milestones; Nature's Miracle's ability to implement its business
plan and scale its business; Nature's Miracle's ability to develop
products and technologies that are more effective or commercially
attractive than competitors' products; Nature's Miracle's ability
to maintain accelerate rate of growth recently due to lifestyle
changes in the wake of COVID-19 pandemic; risks of increased costs
as a result of being a public company; risks relating to Nature's
Miracle's being unable to renew the leases of their facilities and
warehouses; Nature's Miracle's ability to grow the size of its
organization and management in response of the increase of sales
and marketing infrastructure; risks relating to potential tariffs
or a global trade war that could increase the cost of Nature's
Miracle's products; risks relating to product liability lawsuits
that could be brought against Nature's Miracle;; Nature's Miracle's
ability to formulate, implement and modify as necessary effective
sales, marketing, and strategic initiatives to drive revenue
growth; Nature's Miracle's ability to expand internationally;
acceptance by the marketplace of the products and services that
Nature's Miracle markets; and government regulations and Nature's
Miracle's ability to obtain applicable regulatory approvals and
comply with government regulations. The foregoing list of factors
is not exclusive. You should carefully consider the foregoing
factors and the other risks and uncertainties described in the
"Risk Factors" section of proxy statement, when available, and
other documents filed by Lakeshore from time to time with the SEC.
These filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date on which they
are made, and neither Nature's Miracle nor Lakeshore assume any
obligation to update or revise any forward-looking statements or
other information contained herein, whether as a result of new
information, future events or otherwise. You are cautioned not to
put undue reliance on these forward-looking statements. Neither
Lakeshore nor Nature's Miracle gives any assurance that either
Lakeshore or Nature's Miracle, or the combined company, will
achieve its expectations.
Non-solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the potential business combination or any other
matter and shall not constitute an offer to sell or a solicitation
of an offer to buy the securities of Lakeshore, Nature's Miracle or
the combined company, nor shall there be any sale of any such
securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of such state or
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of the Securities Act of
1933, as amended.
Contacts
info@nature-miracle.com
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SOURCE Lakeshore Acquisition II Corp.
