New York, New York, USA
November 8, 2018
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.
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 mulit-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.
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