Bioceres Crop Solutions Corp. entered into a definitive agreement and plan of merger to acquire Marrone Bio Innovations, Inc. from Ardsley Advisory Partners LP, Ospraie Ag Science LLC and others for approximately $240 million.
March 15, 2022
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Bioceres Crop Solutions Corp. (NasdaqGS:BIOX) entered into a definitive agreement and plan of merger to acquire Marrone Bio Innovations, Inc. (NasdaqCM:MBII) from Ardsley Advisory Partners LP, Ospraie Ag Science LLC and others for approximately $240 million on March 16, 2022. As a part of consideration, Bioceres will issue 0.088 shares for each share in Marrone. If the Merger Agreement is terminated Bioceres in connection with such actions, then Marrone shall be obligated to pay Bioceres a fee equal to $9.7 million. Upon closing of the transaction, Marrone will become a wholly owned subsidiary of Bioceres. At least two individuals designated by Marrone to be appointed to Bioceres' board of directors.
Consummation of the Merger is subject to the approval of Marrone stockholders, the receipt of required regulatory approvals, the expiration or termination of all waiting periods under the Hart-Scott Rodino Antitrust Improvements Act of 1976 and receipt of any other specified merger control consents or clearances, the effectiveness of the registration statement to be filed by Parent with the U.S. Securities and Exchange Commission (the SEC) pursuant to the Merger Agreement, the approval for listing on Nasdaq of Bioceres ordinary shares to be issued as Merger Consideration in connection with the Merger, subject to official notice of issuance and satisfaction of other customary closing conditions. The Merger Agreement was unanimously approved by the board of directors Bioceres and Marrone. Bioceres entered into a Transaction Support Agreement with certain of Marrone stockholders, who, collectively and in the aggregate, hold voting power over approximately 48.9% of the outstanding Company Common Stock. As of June 9, 2022, the shareholders meeting of Marrone is scheduled on July 8, 2022. As of July 11, 2022 the transaction was approved by Marrone shareholders and regulatory approval have been satisfied. The transaction is expected to close in the third quarter of calendar 2022. As on July 11, 2022, the transaction is expected to close on July 12, 2022.
Matthew S. Poulter, Sean McKeever, Jonathan Gafni, John Eichlin and Brenda DiLuigi of Linklaters LLP (USA) acted as legal advisor to Bioceres Crop Solutions Corp. Roth Capital Partners, LLC acted as financial advisor and Alfredo B. D. Silva, Michael G. O'Bryan and Joseph P. Sulzbach of Morrison & Foerster LLP acted as legal advisors to Marrone Bio Innovations, Inc. Houlihan Lokey Capital, Inc. acted as financial advisor with a service fee of $225,000 and fairness opinion provider with a service fee of $225,000 to Marrone Board. Michael Weinsier and Taylor Weinstein of Pryor Cashman LLP acted as the legal advisor to Ospraie Ag Science LLC in the transaction. Morrow Sodali Global LLC acted as information agent to Marrone Bio Innovations, Inc. American Stock Transfer & Trust Company, LLC acted as transfer agent to Marrone Bio Innovations, Inc. Aaron Dixon of Alston & Bird LLP acted as counsel to Houlihan Lokey.
Bioceres Crop Solutions Corp. is a provider of crop productivity technologies designed to enable the transition of agriculture towards carbon neutrality. Its segments include Seed and integrated products, Crop protection and Crop nutrition. Seed and integrated products segment focuses on the development and commercialization of seed technologies and products, including provision of seed technologies integrated with crop protection and crop nutrition products designed to control weeds, insects or diseases, to increase their quality characteristics. Crop protection segment includes the development, production and marketing of adjuvants and a range of pest control molecules and biocontrol products. Crop nutrition segment focuses on the development, production and commercialization of inoculants that allow the biological fixation of nitrogen in the crops, and of fertilizers, including biofertilizers and micro-granulated fertilizers that optimize the productivity and yield of the crops.
Bioceres Crop Solutions Corp. entered into a definitive agreement and plan of merger to acquire Marrone Bio Innovations, Inc. from Ardsley Advisory Partners LP, Ospraie Ag Science LLC and others for approximately $240 million.