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United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
December 1, 2023
Date of Report (date of earliest event reported)
Limoneira Company
(Exact Name of Registrant as Specified in
its Charter)
Delaware |
|
001-34755 |
|
77-0260692 |
(State or Other Jurisdiction of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification Number) |
1141 Cummings Road
Santa Paula, CA 93060
(Address of Principal Executive Offices) (Zip
Code)
(805) 525-5541
(Registrant’s Telephone Number, Including
Area Code)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section
12(b) of the Act:
Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on Which Registered |
Common Stock, par value $0.01 per share |
LMNR |
The NASDAQ Stock Market LLC
(NASDAQ Global Select Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ¨
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨
On December 1, 2023, Limoneira
Company, a Delaware corporation (the “Company”), issued a press release announcing that the Company is reviewing a range of
strategic options for the future of its business with the support of expert advisors. The board of directors has not set a deadline or
definitive timetable for the completion of the strategic review process, and there can be no assurance that this process will result in
any particular outcome.
The foregoing description
of the press release is qualified entirely by reference to the complete text of the press release furnished as Exhibit 99.1 hereto and
incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
Exhibits
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: December 1, 2023 |
LIMONEIRA COMPANY |
|
|
|
By: |
/s/ Mark Palamountain |
|
|
Mark Palamountain |
|
|
Chief Financial Officer and Treasurer |
Exhibit 99.1
Limoneira Announces
Process to Explore Strategic Alternatives to Maximize Value
SANTA PAULA, Calif.—December
1, 2023 – Limoneira Company (the “Company” or “Limoneira”) (Nasdaq: LMNR), a diversified citrus growing,
packing, selling and marketing company with related agribusiness activities and real estate development operations, today announced that
its Board of Directors (the “Board”), with the support of management, has commenced a process to explore potential strategic
alternatives aimed at maximizing value for stockholders. As part of this process, the Board is exploring a range of potential alternatives
including, but not limited to, a sale of all or parts of the Company, merger, and other potential strategic transactions. The Board has
retained Stephens Inc. as its financial advisor and Squire Patton Boggs (US) LLP as its legal advisor to assist with the exploration of
alternatives.
Scott S. Slater,
Chairperson of the Board, stated, “Over Limoneira’s 130-year history it has grown into one of the leading, sustainable
agribusiness companies in the world with over 11,100 acres of valuable lands, real estate properties, and senior water rights. Over
the past 18 months, we have developed a strategic roadmap intended to enhance near and long-term shareholder value. Today, we
consider ourselves to be in a strong financial position, having recently reduced our net debt position and rightsized the balance
sheet through our ongoing strategic shift towards an asset-lighter business model. Given the Board’s belief that there is a
disconnect between Limoneira’s public market value and the intrinsic value of our Company’s underlying assets, the Board
believes it is the right time to explore all strategic options to prioritize the Company’s growth and stockholder
value.”
The Board has not set
a timetable for the conclusion of this process and there can be no assurance that it will result in any transaction or other strategic
change or outcome. Limoneira does not intend to comment further until it determines that further disclosure is appropriate or necessary.
About Limoneira Company
Limoneira Company, a 130-year-old international
agribusiness headquartered in Santa Paula, California, has grown to become one of the premier integrated agribusinesses in the world.
Limoneira (lē moñ âra) is a dedicated sustainability company with 11,100 acres of rich agricultural lands, real estate
properties, and water rights in California, Arizona, Chile and Argentina. The Company is a leading producer of lemons, avocados, and other
crops that are enjoyed throughout the world. For more about Limoneira Company, please visit www.limoneira.com.
Forward-Looking Statements
This press release contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
These forward-looking statements are based on Limoneira’s current expectations about future events and can be identified by terms
such as “expect,” “may,” “anticipate,” “intend,” “should be,” “will
be,” “is likely to,” “strive to,” and similar expressions referring to future periods.
Limoneira believes the expectations reflected in the forward-looking
statements are reasonable but cannot guarantee future results, level of activity, performance or achievements. Actual results may differ
materially from those expressed or implied in the forward-looking statements. Therefore, Limoneira cautions you against relying on any
of these forward-looking statements. Factors that may cause future outcomes to differ materially from those foreseen in forward-looking
statements include, but are not limited to: success in executing the Company’s business plans and strategies and managing the risks
involved in the foregoing; additional impacts from the current COVID-19 pandemic, changes in laws, regulations, rules, quotas, tariffs
and import laws; weather conditions that affect production, transportation, storage, import and export of fresh product; increased pressure
from crop disease, insects and other pests; disruption of water supplies or changes in water allocations; disruption in the global supply
chain; pricing and supply of raw materials and products; market responses to industry volume pressures; pricing and supply of energy;
changes in interest and currency exchange rates; availability of financing for land development activities; political changes and economic
crises; international conflict; acts of terrorism; labor disruptions, strikes or work stoppages; loss of important intellectual property
rights; inability to pay debt obligations; inability to engage in certain transactions due to restrictive covenants in debt instruments;
government restrictions on land use; and market and pricing risks due to concentrated ownership of stock. Other risks and uncertainties
include those that are described in Limoneira’s SEC filings that are available on the SEC’s website at http://www.sec.gov.
Limoneira undertakes no obligation to subsequently update or revise the forward-looking statements made in this press release, except
as required by law.
Investors
John Mills
Managing Partner
ICR 646-277-1254
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