Kalera AS (Kalera) and Agrico Acquisition Corp disclosed that they have inked a definitive merger agreement. As per the agreement, Kalera will move from its current Euronext Growth Oslo listing to a publicly listed company with its common shares traded on the NASDAQ stock market. The proposed deal with Agrico will provide Kalera with the cash it needs to become the first leafy green vertical farm firm in the United States.
Furthermore, it will help the firm to maintain its national presence and the ability to dependably service a national off-take contract while remaining local. The Agrico team, with its experience scaling businesses, will complement Kalera's already strong team and Board of Directors. Kalera and Agrico jointly form a team with the capability to bring Kalera’s fresh, clean, and sustainable Local Living Lettuce to consumers across the globe.
Transaction overview
As per the deal, Kalera and Agrico will unite to form a new firm that will be traded on the NASDAQ exchange. On a fully diluted basis, the share exchange ratio suggests a pro forma equity valuation of $375 million for the combined firm, assuming no redemptions by Agrico shareholders. If no Agrico public shareholders exercise their redemption rights, current Kalera equity holders will possess roughly 52 percent of the merged company's issued and outstanding common stock at closure, while Agrico shareholders will own approximately 42 percent.
Additionally, if certain Agrico shareholders redeem their shares, Kalera owners will possess a larger share of the combined business, while Agrico stockholders will own a lower share. The deal, which has been authorized by both Kalera and Agrico's boards of directors, is anticipated to complete in the Q2 of 2022. The deal is still dependent on shareholder approval from both Agrico and Kalera, as well as other standard closing conditions.