Kalera AS agreed to acquire &ever GmbH from Harald Schrot , Mark Korzilius , Isabel von Sethe, Nox Culinary General Trading Company LLC AS and SCHMIDT GROUP GmbH for approximately 110 million.
August 10, 2021
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Kalera AS agreed to acquire &ever GmbH from Harald Schrot, Mark Korzilius, Isabel von Sethe, Nox Culinary General Trading Company LLC and Schmidt Group Gmbh for approximately 110 million on August 11, 2021. Under the terms of the agreement, &ever GmbH shareholders will receive 21.6 million in cash and 27.8 million in Kalera shares. The consideration will include the purchase of all 58,082 shares in &ever GmbH where in Kalera will acquire 10,290 &ever shares for consideration in cash and the remaining 47,792 &ever shares against the issuance of in total 27,856,081 new shares. Harald Schrott will sell 15,690 shares and receive 9,144,997 as consideration, Mark Korzilius will sell 10,791 shares and receive 6,289,944 shares as consideration, Isabel von Sethe will sell 3,810 shares and receive 2,220,545 shares as consideration, Nox Culinary General Trading Company LLC will sell 11,347 shares and receive 6,613,673 shares as consideration, SCHMIDT GROUP GmbH will sell 6,154 and receive 3,586,922 shares as consideration. The cash consideration will be financed through a debt facility provided by DNB or by other financing sources available to Kalera. The company will be wholly owned by Kalera AS upon closing of the transaction. &ever GmbH will be renamed to Kalera GmbH. &ever's management team will join Kalera. In addition, one member of &ever's Board will join Kalera's Board. Henner Schwarz, Chief Executive Officer of &ever who will serve as Managing Director of EMEA and Asia for the combined entity. Daniel Malechuk who will serve as Chief Executive Officer of the combined company.
The transaction is subject to customary closing conditions, including a resolution of the Kalera general meeting to issue the consideration shares to the &ever shareholders. It is expected that the transaction will be completed by the end of September 2021. Klaus Bader, Bernd Dreier, Sebastian Frech, Frank Regelin and Tino Duttinà of Norton Rose Fulbright LLP acted as legal advisors to &ever GmbH. Markus Muhs, David Dixter and Thomas Kleinheisterkamp of Milbank acted as legal advisor to Kalera. Finadvice AG and GCA Altium AG acted as financial advisor for &ever.
Kalera Public Limited Company is a vertical farming company. The Company utilizes proprietary technology and plant and seed science to sustainably grow local, delicious, nutrient-rich, pesticide-free, non-GMO leafy greens year-round. Its automated, data-driven hydroponic production facilities have been designed to grow leafy greens faster, cleaner and in a manner that is better for the environment than traditional farming. It grows an assortment of lettuce, herbs and microgreens in vertical farming. The Company grows flavorful lettuce year-round without pesticides, utilizing clean room technology, such as Kalera Krunch, Baby Romaine, Red Oak Leaf, Butter Lettuce, and Frisee. The Company also grows specialized microgreens from non-GMO seeds, such as Cilantro, Spicy Mix, Red Sorrel, Red Sorrel, Basil, and Popcorn Shoots. It operates farms in the United States, which includes Orlando, Atlanta, Houston, Denver, Seattle, Columbus, Honolulu, and St.Paul.
Kalera AS agreed to acquire &ever GmbH from Harald Schrot , Mark Korzilius , Isabel von Sethe, Nox Culinary General Trading Company LLC AS and SCHMIDT GROUP GmbH for approximately €110 million.