Jul. 12, 2022
Bioceres Crop Solutions Corp. (NASDAQ: BIOX) (″Bioceres″ or the ″Company″), a fully integrated provider of crop productivity solutions designed to enable the transition of agriculture towards carbon neutrality, announced the successful completion of its previously announced integration of Marrone Bio Innovations, Inc. (formerly NASDAQ: MBII) (″MBI″).
″The completion of this transaction represents an important milestone in our journey, cementing our leadership in the development and commercialization of sustainable agricultural solutions,″ said Bioceres Chief Executive Officer, Federico Trucco. ″MBI brings 15 years of experience in the development of biological solutions, and we are excited to add MBI´s unique product lineup and pipeline to Bioceres, a perfect fit to our own portfolio.″
The merger was approved by MBI stockholders at a Special Meeting held on July 8, 2022. The holders of 127,130,867 shares were present at the 2022 Special Meeting either virtually or by proxy, constituting a quorum of 69.7%. The adoption of the Merger Agreement was approved with 99.74% of the votes. Under the terms of the all-stock transaction, each share of MBI common stock was exchanged at closing for ordinary shares of Bioceres at a fixed exchange ratio of 0.088, representing a value of approximately $207 million, based on the Bioceres and MBI share prices at market close on July 11, 2022, and the number of current outstanding MBI shares. Newly issued Bioceres shares will commence trading on the Nasdaq Global Select Market under the symbol ″BIOX″.
MBI will continue to operate its existing lines of business and products under the name ProFarm as a wholly owned subsidiary of Bioceres. North Carolina Headquarters will be discontinued, and corporate and business support functions will be assumed by Bioceres. ″The resulting structure will lever expertise from ProFarm key employees, achieving a more diverse, global and cost-efficient organization, with operations in the U.S., Europe and Latin America,″ said Chief Financial Officer, Enrique Lopez Lecube.
As a result of the closing of the transaction, Bioceres announced changes to its Board of Directors and leadership team. Mr. Yogesh Mago and Mr. Keith McGovern who served on MBI´s Board of Directors until the closing of the transaction, will join Bioceres´ Board of Directors. Mr. Mago and Mr. McGovern bring valuable knowledge and experience to Bioceres´ business. Bioceres extends a sincere thank you to all members of MBI´s Board of Directors, Mr. Bob Woods, Ms. Lara L. Lee, Ms. Pamela Marrone Ph.D., Mr. Zachary S. Wochok Ph.D., Mr. Stuart Woolf, whose vision and stewardship firmly established MBI as a leader in the development of bioprotection and plant health solutions.
Mr. Kevin Helash will be stepping down from his role as Chief Executive Officer of MBI. Bioceres thanks Mr. Helash and his entire team for leading MBI to where it is today and for their work and collaboration on seeing this transaction through. Mr. Matti Tiainen will join Bioceres´ leadership team as Managing Director for North America & Europe and President of ProFarm.
″I am excited about the opportunities for our employees and the new colleagues from MBI that we welcome to the Company,″ continued Federico Trucco. ″Together with our current and new shareholders we will work to transform the agricultural landscape with low environmental impact, highly efficacious, biological based solutions that further our vision of a carbon neutral agriculture.″
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