Nature's Miracle and Agrify Corporation announce signing of the definitive merger agreement

Nature's Miracle Holding Inc. (NASDAQ: NMHI) ("Nature's Miracle" or the "Company"), a leader in vertical farming technology and infrastructure, and Agrify Corporation (NASDAQ: AGFY) ("Agrify"), announced that both parties have signed a definitive agreement and plan of merger ("Agreement") in which a new wholly-owned subsidiary of Nature's Miracle will merge with and into Agrify, with Agrify surviving the merger as a wholly-owned subsidiary of Nature's Miracle. The signing of the definitive agreement directly follows the previously announced term sheet for the merger.

The Transaction

Agrify shareholders will each be issued 0.45 of a share of Nature's Miracle common stock for each share of Agrify common stock that they hold. Based on the companies' current capitalization, it is anticipated that Agrify shareholders will collectively own approximately 30% of the post-merger common stock of the combined companies. In addition, Nature's Miracle agreed to purchase and guarantee certain senior and junior notes issued by Agrify with a combination of cash and Nature's Miracle stock.

The Opportunity

The management teams of Nature's Miracle and Agrify will unite, enriched with deep industry and public company operational expertise, to create an industry leading consolidated organization focused on indoor vertical farming supported by a prominent cannabis extraction division. Upon completion of the merger, management will focus on increasing Nature's Miracle's market share supported by the alliance of the core business segments of each company including LED lighting, grow feed, indoor farming control systems, AI enabled technology and software, and operations to source product in Asia and expand manufacturing in the U.S. The transaction is expected to close in the second half of 2024, subject to shareholder approval and other customary closing conditions.

Management Commentary

James Li, Chief Executive Officer of Nature's Miracle, commented, "As we work towards merger completion, we are confident that the "one" Nature's Miracle and Agrify business will result in significant market share growth as consumer adoption increases across the vertical farming agriculture industry. The collaboration going forward with Raymond and his skilled Agrify team is representative of a long history of industry interaction and represents natural business synergies from cross-sell opportunities to savings on public-company expenses and working together to reduce sourcing and manufacturing costs. Our goal is to drive the growth of the unified business and achieve coordinated success to realize value for all stakeholders."

Raymond Chang, Chief Executive Officer and Chairman of the Board of Agrify, stated, "We believe the cannabis industry needs consolidation. The combined forces of Agrify and Nature's Miracle will elevate our innovative, disruptive, and high-quality technology and service offerings for both the cannabis and agriculture industries. Nature's Miracle's lighting and indoor farming offerings, along with Agrify's cultivation and extraction technologies, will allow operators to utilize AI and automation to scale with operational consistency. We are optimistic the strength of the combined company's IP in vertical farming and extraction is a significant growth opportunity."

About Nature's Miracle Holding Inc.

Nature's Miracle is an integrated agriculture technology company providing equipment and services to the Controlled Environment Agriculture industry. Through its two wholly-owned subsidiaries Visiontech Group, Inc. and Hydroman, Inc., the company offers products including horticultural lighting, irrigation systems, power distribution systems, materials and equipment to indoor, greenhouse, hydroponic and vertical growers. Nature's Miracle has also developed cost-effective solutions for greenhouse systems, automated vertical farming, and modular container grow systems.  

Nature's Miracle was founded and continues to be led by James Li who co-founded China Hydroelectric Corporation, one of the largest small hydroelectric companies listed on the NYSE ("CHC") and by President Jonathan Zhang, who built Efinity, a well-recognized and respected brand of grow lighting in the indoor farming and controlled environment field. 

About Agrify

Agrify is a leading provider of innovative cultivation and extraction solutions for the cannabis industry, bringing data, science, and technology to the forefront of the market. Agrify's proprietary micro-environment-controlled Vertical Farming Units (VFUs), enable cultivators to produce the highest quality products with unmatched consistency, yield, and ROI (return on investment) at scale. Agrify's comprehensive extraction product line, which includes hydrocarbon, ethanol, solventless extraction, post-processing, and lab equipment, empowers producers to maximize the quantity and quality of extract required for premium concentrates.