Benson Hill Confirms Receipt of Preliminary, Non-Binding Indication of Interest from Argonautic
June 27 2024 - 3:30PM
Business Wire
Benson Hill, Inc. (NYSE: BHIL, the “Company” or “Benson Hill”),
a seed innovation company, today confirmed that it has received a
preliminary, non-binding indication of interest from Argonautic
Ventures Master SPC (“Argonautic”), on behalf of itself and other
co-investors (collectively, the “Investor Group”), to acquire all
of the outstanding shares of common stock of the Company not owned
by the Investor Group or their affiliates for $0.2236 per share in
cash. The indication of interest states that the Investor Group and
their affiliates currently own approximately 16% of the outstanding
shares of common stock of the Company and that the composition of
the Investor Group may change.
The terms of any potential agreement between Benson Hill and
Argonautic, or any other members of the Investor Group, would be
contingent on certain conditions, including completion of a due
diligence review and the negotiation of definitive transaction
documents.
Benson Hill’s Board of Directors has formed a special committee
of independent directors (the “Transaction Committee”) to review
certain strategic alternatives. The Transaction Committee will
carefully evaluate the indication of interest within the context of
the Company’s ongoing review of strategic alternatives. The
Transaction Committee has retained Piper Sandler & Co. as its
financial advisor and Foley Hoag LLP as its legal advisor.
No assurance can be given that the Transaction Committee or the
Company will pursue a definitive transaction with respect to the
indication of interest or any other potential transaction, or that
any such transaction or other potential transaction will eventually
be consummated. Benson Hill does not intend to make further
announcements about any alternative that may be under evaluation
unless and until Benson Hill’s Board of Directors and/or the
Transaction Committee has approved a specific transaction or
otherwise determines that further disclosure is appropriate or
necessary.
About Benson Hill
Benson Hill is a seed innovation company that unlocks nature’s
genetic diversity in soy quality traits through a combination of
its proprietary genetics, its AI-driven CropOS® technology
platform, and its Crop Accelerator. Benson Hill collaborates with
strategic partners to create value throughout the agribusiness
supply chain to meet the demand for better feed, food, and fuel.
For more information, visit bensonhill.com or on X, formerly known
as Twitter, at @bensonhillinc.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this press release may be considered
“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. Forward-looking
statements generally relate to future events or the Company’s
future financial or operating performance and may be identified by
words such as “may,” “should,” “expect,” “intend,” “will,”
“estimate,” “anticipate,” “believe,” “predict,” or similar words.
Forward-looking statements include statements relating to
management’s expectations, hopes, beliefs, intentions or strategies
regarding the future. In addition, any statements that refer to
projections, forecasts or other characterizations of future events
or circumstances, including any underlying assumptions, are
forward-looking statements. Forward-looking statements are based
upon assumptions made by the Company as of the date hereof and are
subject to risks, uncertainties, and other factors that could cause
actual results to differ materially from those expressed or implied
by such forward-looking statements. Forward-looking statements in
this press release include, among other things, statements
regarding: the potential transaction described above and the
Company’s ongoing review of its business and strategic
alternatives; potential changes to the Investor Group; any
conditions to any transaction; the occurrence or results of any due
diligence review; and the negotiation of definitive transaction
documents. Factors that may cause actual results to differ
materially from current expectations include, but are not limited
to: the potential development of more favorable alternatives
available to the Company; uncertainty as to the pricing, timing or
terms of any transaction with Argonautic or any other member of the
Investor Group, or any other alternative transactions or other
strategic opportunities; the risk that the Transaction Committee
will not recommend any transaction with Argonautic or any other
member of the Investor Group; the potential inability of parties to
reach agreement on definitive terms within a reasonable period;
changes in the price of the Company’s common stock; any material
adverse or favorable development with respect to the Company’s
business; potential loss of interest by the Investor Group; lack
of, or unanticipated challenges to, the financing of any
transaction; and potential contractual, legal or other obstacles to
the consummation of any transaction; and other risks and
uncertainties set forth in the sections entitled “Risk Factors” and
“Cautionary Note Regarding Forward-Looking Statements” in our
Annual Report on Form 10-K for the year ended December 31, 2023,
which is available on the SEC’s website at www.sec.gov. The Company
can make no assurances that it will be able to timely consummate
any strategic transaction, raise additional financing, improve its
liquidity position, or continue as a going concern. There may be
additional risks about which the Company is presently unaware or
that the Company currently believes are immaterial that could also
cause actual results to differ from those contained in the
forward-looking statements. The reader should not place undue
reliance on forward-looking statements, which speak only as of the
date they are made. The Company expressly disclaims any duty to
update these forward-looking statements, whether as a result of new
information, future events or otherwise, except as otherwise
required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20240627365623/en/
Investors: Tana Murphy: (314) 579-3184 /
investors@bensonhill.com Media: Christi Dixon: (636) 359-0797 /
cdixon@bensonhill.com
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