Transaction Expected to Position Bioceres to
Execute on Compelling Growth Opportunities in the Global
Agricultural Biotechnology Markets
Bioceres, a leading Latin American agricultural biotech company
(the “Company”), and Union Acquisition Corp. (NYSE: LTN) ("UAC"), a
special purpose acquisition company, today announced the execution
of a definitive share exchange agreement (the “Exchange
Agreement”), pursuant to which Bioceres will contribute its
agricultural solutions business in exchange for equity of UAC. This
transaction is expected to result in a combined company with an
anticipated initial enterprise value of approximately U.S.$456
million, assuming no redemptions of UAC public shares. Immediately
upon consummation of the transaction, UAC will change its name to
Bioceres Crop Solutions and is expected to continue its listing on
the New York Stock Exchange (“NYSE”) with respect to its shares and
warrants under the new symbols “BIOX” and “BIOX WS,”
respectively.
The transaction, which is expected to close in the first quarter
of 2019, is subject to customary closing conditions, including
receipt of the requisite approval of UAC’s shareholders. There is
no minimum cash condition to closing. With proceeds from this
transaction remaining after any redemptions of UAC public shares,
Bioceres will consolidate its ownership interest in key subsidiary
Rizobacter up to 80%. Following the completion of the business
combination, the combined company will be led by Federico Trucco,
Chief Executive Officer of Bioceres. Kyle Bransfield and Juan
Sartori, currently serving on the board of directors of UAC, will
join the combined company’s board of directors.
UBS Investment Bank is acting as exclusive capital markets
advisor to UAC. Atlantic-Pacific Capital, Inc., Ladenburg Thalmann
& Co. Inc. and Brookline Capital Markets, LLC, a division of
CIM Securities, LLC are acting as M&A advisors to UAC. Arnold
& Porter Kaye Scholer LLP and Graubard Miller are acting as
legal advisors to UAC. Linklaters LLP and Marval O’Farrell &
Mairal are acting as legal advisors to Bioceres.
Juan Sartori, Chairman of UAC, said: “As a Global Agriculture
investor, having the opportunity to invest in a pioneer in the
ag-tech space that has built a market leading position in Latin
America is a unique opportunity. We believe the global growth
potential of Bioceres’ HB4 family of products represents a rare
investment opportunity.”
Kyle Bransfield, Chief Executive Officer of UAC, said: “We are
proud to partner with a company whose innovative biotechnology
products provide solutions to the growing global food shortage
challenge in an environmentally responsible way. We’ve been
extremely impressed with Bioceres’ management team and look forward
to our partnership.”
Federico Trucco, Chief Executive Officer of Bioceres, said:
“This transaction materializes one very important objective that we
had for 2018, which is to become a NYSE listed entity. We believe
we are at a significant inflection point in our Company´s history,
and with proceeds from this transaction we expect to be able to
successfully launch our innovative technologies and continue to
expand our global footprint. Furthermore, we are very excited to
have the sponsorship of UAC in this process and look forward to its
contribution to the future of our business.”
Additional information about the business combination will be
provided in a current report on Form 8-K, which will include an
investor presentation, that will be filed with Securities and
Exchange Commission (the “SEC”) on November 9, 2018, and will be
available on the SEC’s website at www.sec.gov. Investors are
encouraged to review these materials.
Conference Call Information
At 12 p.m. EST on November 9, 2018, Bioceres and UAC will host a
joint conference call to discuss the business combination with the
investment community. Hosting the call will be Federico Trucco,
Bioceres’ Chief Executive Officer; Kyle Bransfield, UAC’s Chief
Executive Officer; and Enrique Lopez Lecube, Bioceres’ Chief
Financial Officer.
Participant Dial In:
Interested parties may listen to the prepared remarks via
telephone by dialing U.S. Toll Free: 1 (877) 637-0581, or for
international callers, 1 (470) 279-3841 and entering Pin number:
34124.
A telephone replay will be available from 2:00 p.m. ET on
November 9, 2018 to 11:59 a.m. ET on November 16, 2018 and can be
accessed by dialing 1 (855) 783-9457, or for international callers,
1 (470) 280-0793 and entering replay Pin number: 34124#.
About Bioceres
Bioceres is a fully integrated provider of crop productivity
solutions, including seeds, seed traits, seed treatments,
biologicals, high-value adjuvants and fertilizers. Unlike most
industry participants that specialize in a single technology,
chemistry, product, condition or stage of plant development,
Bioceres has developed a multi-discipline and multi-product
platform capable of providing solutions throughout the entire crop
cycle, from pre-planting to transportation and storage. Bioceres’
platform is designed to cost effectively bring high value
technologies to market through an open architecture approach.
Bioceres’ headquarters and primary operations are based in
Argentina, which is its key end-market as well as one of the
largest markets globally for GM crops. Through its main operational
subsidiary, Rizobacter, the Company has a growing and significant
international presence, particularly in Brazil and Paraguay.
Bioceres leverages its relationship with its historical
shareholders, many of whom are agricultural leaders and key
participants in Bioceres’ end markets, to increase adoption of its
products and technologies.
Bioceres Investment Highlights:
- Leading position in large and growing
agricultural markets with favorable industry dynamics, with a focus
on biological assets aimed at crop protection, nutrition and
seeds.
- Global leader in drought-tolerance
technologies, through the HB4 family of products – the only
technology of its type available today for soybean production.
- Through the Rizobacter brand, Bioceres
is a world leader in production and sale of soybean biologicals,
with over 20% global market share in inoculants.
- Extensive distribution & commercial
platform with over 700 distributors globally and sales in 25
different countries.
- Proven track-record on delivering
strong financial results.
About UAC
Union Acquisition Corp. is a blank check company organized for
the purpose of effecting a merger, share exchange, asset
acquisition, stock purchase, recapitalization, reorganization, or
other similar business combination with one or more businesses or
entities. UAC’s efforts to identify a prospective target business
are not limited to any particular industry or geographic region,
although the Company has focused on target businesses located in
Latin America. The Company is led by Juan Sartori, Chairman of the
Board of the Company and Chairman and founder of Union Group, and
Kyle P. Bransfield, Chief Executive Officer of the Company and
Partner of Atlantic-Pacific Capital, Inc.
Forward Looking Statements
This communication includes “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
“forecast,” “intend,” “seek,” “target,” “anticipate,” “believe,”
“expect,” “estimate,” “plan,” “outlook,” and “project” and other
similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. Such
forward looking statements include estimated financial information.
Such forward looking statements with respect to revenues, earnings,
performance, strategies, prospects and other aspects of the
businesses of UAC, Bioceres or the combined company after
completion of the business combination are based on current
expectations that are subject to known and unknown risks and
uncertainties, which could cause actual results or outcomes to
differ materially from expectations expressed or implied by such
forward-looking statements. These factors include, but are not
limited to: (1) the occurrence of any event, change or other
circumstances that could give rise to the termination of the
Exchange Agreement and the proposed business combination
contemplated therein; (2) the inability to complete the
transactions contemplated by the Exchange Agreement due to the
failure to obtain the approval of the shareholders, or other
conditions to closing in the Exchange Agreement; (3) the
ability of UAC to continue to meet applicable NYSE listing
standards; (4) the risk that the proposed business combination
disrupts current plans and operations of Bioceres as a result of
the announcement and consummation of the transactions described
herein; (5) the ability to recognize the anticipated benefits
of the proposed business combination, which may be affected by,
among other things, competition, the ability of the combined
company to grow and manage growth profitably, maintain
relationships with customers and suppliers and retain its
management and key employees; (6) costs related to the
proposed business combination; (7) changes in applicable laws
or regulations; (8) the possibility that Bioceres may be
adversely affected by other economic, business, and/or competitive
factors; and (9) other risks and uncertainties indicated from
time to time in the definitive registration statement of UAC in
connection with the proposed business combination and the proxy
statement/prospectus contained therein, including those under “Risk
Factors” therein, and other documents filed or to be filed with the
SEC by UAC. Investors are cautioned not to place undue reliance
upon any forward-looking statements, which speak only as of the
date made. UAC and Bioceres undertake no commitment to update or
revise the forward-looking statements, whether as a result of new
information, future events or otherwise. Anyone using the
presentation does so at their own risk and no responsibility is
accepted for any losses which may result from such use directly or
indirectly. Investors should carry out their own due diligence in
connection with the assumptions contained herein. The
forward-looking statements in this communication speak as of the
date of this communication. Although UAC may from time to time
voluntarily update its prior forward-looking statements, it
disclaims any commitment to do so whether as a result of new
information, future events, changes in assumptions or otherwise
except as required by applicable securities laws.
Additional Information and Where to Find It
For additional information on the proposed transaction, see
UAC’s Current Report on Form 8-K, which will be filed promptly.
In connection with the proposed transaction, UAC will file a
Registration Statement on Form S-4, which will include a
preliminary proxy statement/prospectus of UAC. Once the
Registration Statement is declared effective by the SEC, UAC will
mail a definitive proxy statement/prospectus and other relevant
documents to its shareholders.
Investors and security holders of UAC are advised to read, when
available, the preliminary proxy statement/prospectus, and
amendments thereto, and the definitive proxy statement/prospectus
in connection with UAC’s solicitation of proxies for its
extraordinary general meeting of shareholders to be held to approve
the proposed transaction because the proxy statement/prospectus
will contain important information about the proposed transaction
and the parties to the proposed transaction.
Stockholders will also be able to obtain copies of the
Registration Statement, including the proxy statement/prospectus,
and Form 8-K, announcing entry into the Exchange Agreement, without
charge on the SEC’s website at www.sec.gov, or by directing their request to: Union
Acquisition Corp., 400 Madison Ave., Suite 11A, New York, NY
10017.
No Offer or Solicitation
This announcement is for informational purposes only and is
neither an offer to sell, nor a solicitation of an offer to buy any
securities or the solicitation of any vote in any jurisdiction
pursuant to the proposed transactions or otherwise, nor shall there
be any sale, issuance or transfer of securities in any
jurisdiction in which the offer, solicitation, or sale
would be unlawful prior to the registration or qualification under
the securities laws of any such jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended.
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version on businesswire.com: https://www.businesswire.com/news/home/20181108006113/en/
BioceresEnrique Lopez Lecube, Chief Financial
Officer+543414861100enrique.lopezlecube@bioceres.com.arorUACKyle
Bransfield, Chief Executive Officer+1 212 981
0633kbransfield@apcap.com
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