Deal is expected to reflect a pro forma
enterprise valuation for the combined entity of approximately
US$147 million
Agrinam is targeting non-binding investment
indications of approximately US$20
million from existing Agrinam sponsors and certain strategic
investors of which US$4 million has
already been committed
Industry pioneer agtech company delivers
sustainable, hyper-local and ultra-fresh modular food production
platform to address expanding global food insecurity, food safety,
and accessibility
Production of 1,000 heads of lettuce weekly,
500 crop varieties and low upfront cost create superior economic
value with multiple for-profit farmers experiencing a 2-3 year
payback and modular growth options
Strong education and community non-profit
leadership position poised for continued expansion
TORONTO and BOSTON, Sept. 7,
2023 /PRNewswire/ -- Agrinam Acquisition Corporation
(TSX: AGRI.U) ("Agrinam" or the "Corporation") today announced that
it has entered into a binding letter of intent ("LOI") for a
proposed business combination transaction with Freight Farms, Inc.
("Freight Farms"), a rapidly growing innovative agtech company and
a leader in the global revolution for sustainable, hyper-local and
ultra-fresh food production.
Freight Farms Overview
Founded in 2012, Freight Farms is an industry pioneer and global
market leader of modular controlled environment agriculture with
over 600 modular farms sold across 40 countries. Freight Farms'
diverse client portfolio includes hundreds of for-profit farmers as
well as an expanding set of farmers in segments such as education,
hospitality, healthcare, grocery, food banks, and non-profit
community organizations. To date, Freight Farms has raised over
US$43 million in external funding,
which has allowed it to build a portfolio of intellectual property
that is employed and operational in its 11th generation
modular platform. Through its integrated suite of proprietary
products and services – encompassing equipment, software and
consumables – the Freight Farms solution seeks to optimize critical
sustainability factors as well as financial performance and
scalability.
- The Greenery™ S is a closed-loop hydroponic container
farm that offers turnkey precision growing in a modular form
factor, which is easy to operate and generates attractive rates of
return, comparing favorably to a typical retail franchise model.
With a delivery to first harvest period in as little as 6 weeks,
efficient resource usage, and the high productivity of vertical
farming, this self-contained farm delivers meaningful ROI on a low
customer investment, with multiple for-profit farmers experiencing
a payback in 2-3 years.
- Farmhand® is the proprietary automation software that
provides easy access and transparency into container farm
operations to optimize performance and crop yield while also
providing owner/operators control and efficiency through mobile
access to real-time and historical data and analytics. In addition,
the software platform collects and aggregates data across the farm
network, enabling continuous crop yield and operational
improvements.
- Farmhand Shop offers a one-stop solution for all
farming needs—be it supplies, nutrients, or seeds. Developed by
in-house plant scientists, these offerings are designed to optimize
yields. The shop even simplifies the restocking process with
customizable kits and recurring subscriptions, ensuring an
uninterrupted and seamless supply chain. All of these can be easily
accessed and ordered through the Farmhand app.
Inherent in its software controlled, self-contained modular form
factor, Freight Farms is clearly differentiated from "warehouse"
vertical farms. Importantly, Freight Farms is a technology
provider, not a grower, with proven customer economics. The
Company's technology has grown over 500 commercially-viable crops
with lower capex compared to historically less flexible and fixed
warehouse vertical farms. Container farming provides significant
flexibility, is easily scalable and is adaptable to fit customer
needs across for-profit and not-for-profit businesses alike and is
well positioned for scaling in the face of global trends including
climate change, food safety concerns, water shortages and food
insecurity. Freight Farms has a deep focus on ESG and is strongly
aligned to the Sustainable Development Goals of the United
Nations.
Management Commentary
"We believe the potential business combination with an
exceptional partner in Agrinam will enable us to more aggressively
scale our business to deliver sustainable, hyper-local food
production to more customers across the world," said Rick Vanzura, CEO of Freight Farms.
"Freight Farms has made significant progress over the past decade
building an incredible technology platform with strong underlying
economics. In addition, we've proven the efficacy of our model
across a broad spectrum of customers and industries that is global
in reach, with installations in 40 countries worldwide."
Mr. Vanzura continued, "We are very excited about the
partnership with Agrinam to take our business to the next
level. Their understanding of the agtech space coupled with a
focus on sustainability and efficient use of resources is closely
aligned with our mission and values, making them the ideal
partner."
"Ospraie Ag Science believes that end-customer requirements have
created demand for the truly local and clean footprint that indoor
farming can provide, and we have invested in those indoor
agriculture companies that we believe can supply farmers with the
technology, tools, systems, and inputs to meet customer
requirements with high-returning unit economics," said Zach Morse, a Freight Farms Board member and
Analyst at Ospraie Ag Science, Freight Farms largest investor. "At
Freight Farms, we found a dedicated technology company that had
developed and is continuously improving systems that enable their
customers to grow profitably and cost-effectively hyper-locally, as
evinced by the operational success and repeat business of their
farmers. We're very excited to partner with Agrinam on the
next phase of Freight Farms' growth as it becomes a platform
company in indoor farming, which we anticipate to be accelerated by
this potential business combination."
"Agrinam was formed with the focused mission to identify and
merge with a differentiated agribusiness company with a strong
track record and a sustainable financial model and we believe we
have found that with Freight Farms and are very excited about where
this company will be in the near future," said Agustin Tristan Aldave, CEO of Agrinam.
"We've conducted significant diligence to date and have had
detailed discussions with Rick and his exceptional team and are
confident that this transaction will deliver a highly compelling
value proposition for shareholders. In addition to the strength of
the management team is the scalability of Freight Farms and how the
platform allows for year-round production, low water consumption
with 99% less water than conventional agriculture, and a contained
growing environment preventing food safety issues. It also
addresses global food security issues with farms in very remote
areas with no access to water or crop production."
Transaction Overview
The proposed business combination ascribes a pro forma
enterprise valuation of approximately US$147
million, based on certain assumptions. Under the terms of
the LOI, Agrinam and Freight Farms would become a combined entity
with existing Freight Farms' shareholders exchanging 100% of their
shares for equity in the combined public company.
In connection with executing the LOI, Agrinam is targeting
non-binding investment indications of approximately US$20 million from existing Agrinam sponsors and
certain strategic investors. In addition, the Agrinam sponsor has
delivered US$4 million to Freight
Farms to demonstrate its commitment to the transaction.
Agrinam intends to announce additional details regarding the
proposed business combination once a definitive agreement has been
executed, which is anticipated to occur in the third quarter of
2023.
Completion of the proposed business combination with Freight
Farms is subject to, among other matters, the completion of due
diligence, the negotiation of a definitive agreement providing for
the proposed transaction, satisfaction of the conditions negotiated
therein, regulatory approvals, including approval of the Toronto
Stock Exchange, and approval of the transaction by the board and
shareholders of both Agrinam and Freight Farms. There can be no
assurance that a definitive agreement will be entered into or that
the proposed transaction will be consummated on the terms or
timeframe currently contemplated, or at all.
About Agrinam Acquisition Corporation
Agrinam Acquisition Corporation is a special purpose acquisition
corporation incorporated under the laws of the Province of
British Columbia for the purpose
of effecting, directly or indirectly, an acquisition of one or more
businesses or assets, by way of a merger, amalgamation,
arrangement, share exchange, asset acquisition, share purchase,
reorganization, or any other similar business combination within a
specified period of time.
About Agrinam Investments, LLC
Agrinam Investments, LLC is a limited liability company formed
under the laws of Delaware and is
controlled by Demeter Capital, S.A.P.I. DE C.V. and Maquia Capital
Financial Group in their capacities as managers with extensive
experience in agribusiness projects across North America. For more information, visit
www.agrinamspac.com.
About Ospraie Management and Ospraie Ag Science
Ospraie is an investment management firm founded in 1999 by
Dwight Anderson. Ospraie actively
invests in basic industry and commodity markets on a global basis
from a fundamentally driven, long-term perspective. The firm
expresses its views by participation in the broader commodity and
public equity markets, as well as private transactions.
Ospraie Ag Science LLC (OAS) identifies solutions to help
farmers "Do More with Less." By increasing profitability, improving
quality-adjusted yield, and reducing environmental impact, OAS's
companies not only benefit producers, but generate smarter,
healthier, and more efficient food for consumers globally.
Utilizing its extensive network and 25 years of experience
investing in agriculture, OAS is positioned to help farmers achieve
a sustainable future. More information available
on ospraieagscience.com.
About Freight Farms
Founded in 2012, Freight Farms debuted the first vertical
hydroponic farm built inside an intermodal shipping container with
the mission of democratizing and decentralizing the local
production of fresh, healthy food. Since its inception, Freight
Farms has refined its product offering to arrive at the Greenery™ S
container farm. With global customers ranging from small business
farmers to the corporate, hospitality, retail, education, and
nonprofit sectors, Freight Farmers make up the largest network of
IoT connected farms in the world. AgTech Breakthrough named
Freight Farms the 2022 "IoT Monitoring Solution of the Year" for
its farmhand® IoT automation software. For more information, visit
freightfarms.com
Additional Information
Borden Ladner Gervais LLP and Dorsey & Whitney LLP are
acting as legal counsel to Agrinam.
Stikeman Elliott LLP and Latham & Watkins LLP are acting as
legal counsel to Freight Farms.
Forward-Looking Statements
Certain information contained in this press release may be
forward-looking statements within the meaning of Canadian
securities laws. Forward-looking statements are often, but not
always identified by the use of words such as "expect",
"anticipate", "believe", "foresee", "could", "estimate", "goal",
"intend", "plan", "seek", "will", "may" and "should" and similar
expressions or words suggesting future outcomes. This press release
includes forward-looking information and statements pertaining to,
among other things, the proposed transaction, the pro-forma
enterprise valuation of the combined entity, securing non-binding
investment indications and the eventual announcement of firm
commitments regarding same, execution of a definitive agreement in
respect of the proposed transaction, certain anticipated strategic,
operational and competitive advantages and benefits created by the
proposed transaction, and future opportunities for Freight
Farms.
These forward-looking statements reflect material factors and
expectations and assumptions of Agrinam and Freight Farms
including, without limitation, expectations and assumptions
relating to Agrinam and Freight Farms being able to receive all
required regulatory and shareholder approvals and current estimates
and assumptions regarding the proposed transaction and its
benefits, which are based on Agrinam's and Freight Farms'
perception of historical trends, current conditions and
expectations, as well as other factors believed to be appropriate
in the circumstances. Agrinam's and Freight Farms' estimates,
beliefs and assumptions are inherently subject to uncertainties and
contingencies regarding future events and as such, are subject to
change. Pro forma, projected, and estimated numbers included in
this press release are used for illustrative purposes only, are not
forecasts and may not reflect actual results. Numerous risks and
uncertainties could cause the actual events and results to differ
materially from the estimates, beliefs and assumptions expressed or
implied in the forward-looking statements in this press release,
including, but not limited to: the conditions to the consummation
of the proposed transaction may not be satisfied or waived; risks
relating to the failure to obtain necessary shareholder, court, and
regulatory approvals for the proposed transaction; the filing
and/or mailing of documentation relating to the proposed
transaction may not be completed on a timely basis; high levels of
redemptions by Agrinam shareholders; the anticipated strategic,
operational and competitive benefits may not be realized; the
proposed transaction may be modified, restructured or terminated;
events or series of events may cause business interruptions; and
the availability of equity and debt financing and/or refinancing on
acceptable terms.
There are numerous risk factors related to the proposed
transaction that investors should take into account, including
without limitation: the success of the combined entity's operations
would depend on the combined entity's ability to grow its
business; changes in domestic and foreign business, market,
financial, political and legal conditions; the combined entity's
financial targets may prove materially inaccurate or incorrect; a
prolonged labor dispute could hurt the combined entity's business;
a failure to successfully integrate the combined entity's
acquisition could adversely affect the combined entity's operations
and profitability; the combined entity's business is likely to be
subject to numerous laws and regulations; litigation and regulatory
proceedings outcomes could adversely affect the combined entity's
business; the combined entity's financial condition and operating
results may be adversely affected by foreign exchange fluctuations;
the ability of the combined entity to meet stock exchange listing
standards following the consummation of the proposed transaction;
the market price of the combined entity common shares may be highly
volatile; the proposed transaction may disrupt current plans and
operations of Freight Farms as a result of the announcement and
consummation of the proposed transaction; costs related to the
proposed transaction; the uncertainty of the projected financial
information with respect to Freight Farms; the effects of
competition on the combined entity's future business; the
enforceability of Freight Farms' intellectual property rights,
including its copyrights, patents, trademarks and trade secrets,
and the potential infringement on the intellectual property rights
of others; the proposed transaction may not be completed within
Agrinam's permitted timeline to complete a qualifying acquisition
or the potential failure to obtain an extension of Agrinam's
qualifying acquisition deadline if sought by Agrinam; and other
factors discussed under "Risk Factors" in Agrinam's prospectus
dated June 10, 2022.
Readers are cautioned that the foregoing list of factors is not
exhaustive. Other risks and uncertainties not presently known to
Agrinam and Freight Farms or that they presently believe are not
material could also cause actual results or events to differ
materially from those expressed in the forward-looking statements
contained in this press release. Additional information on these
and other factors that could affect events and results are included
in other documents and reports that will be filed by Agrinam with
applicable securities regulatory authorities and may be accessed
through the SEDAR+ website (www.sedarplus.ca). Readers are
cautioned not to place undue reliance on these forward-looking
statements, which reflect Agrinam and Freight Farms' expectations
only as of the date of this document. Agrinam and Freight Farms
disclaim any obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, except as expressly required by law.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities in
the United States. The securities
have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities Act") or
any state securities laws and may not be offered or sold within
the United States or to U.S.
Persons (as such term is defined in Regulation S under the U.S.
Securities Act) unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such
registration is available.
Contacts:
Investor Contact:
Reed
Anderson, ICR
FreightFarmsIR@icrinc.com
Media Contact:
Keil
Decker, ICR
FreightFarmsPR@icrinc.com
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SOURCE Freight Farms