Indoor vertical farming firm AeroFarms to merge with Spring Valley Acquisitions, go public

Date:03-30-2021

AeroFarms, a certified B Corporation and leader in vertical farming, announced it has entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Spring Valley Acquisition Corp. (“Spring Valley”), a special purpose acquisition company. Upon closing of the transaction, AeroFarms will become publicly traded on Nasdaq under the new ticker symbol "ARFM". The combined company will be led by David Rosenberg, Co-founder and Chief Executive Officer of AeroFarms.

Founded in 2004, AeroFarms is widely recognized as the world leader in vertical farming. As a certified B Corporation and public benefit corporation since 2017, AeroFarms is on a mission to grow the best plants possible for the betterment of humanity. Through its innovative growing platform, AeroFarms helps solve issues brought on by macro challenges such as population growth, water scarcity, arable land loss, health consciousness, and supply chain risks like the COVID-19 pandemic. AeroFarms has developed patented and award-winning technology in areas such as plant biology, mechanical design, environmental control, data science, operations, and plant genetics. Through the integration of these disciplines, AeroFarms achieves up to 390 times greater productivity per square foot annually versus traditional field farming while using up to 95% less water and zero pesticides. With over 250 invention disclosures and a vast library of data collected over 15 years of operations, AeroFarms is continually improving its systems to understand plants at unprecedented levels and solve agriculture-related supply chain issues. Today, AeroFarms sells great-tasting leafy greens products under its Dream Greens brand, which is consistently celebrated by top chefs and tastemakers.

AeroFarms’ Investment Highlights

• AeroFarms is revolutionizing agriculture and has been innovating vertical farming for 15 years.

• $1.9 trillion total addressable market opportunity within its core leafy greens market and other adjacencies.

• Proprietary technology and industry leadership with proven innovation and design evolution through five generations of farm models supported by an experienced team and a robust portfolio of over 250 invention disclosures.

• Data science driven and fully-controlled technology platform enables AeroFarms to better understand plants and optimize farms, while improving quality and reducing costs.

• Commercially selling leafy greens with a brand that is already winning at retail, providing customers with a premium product with superior quality, flavor, taste and texture.

• Grown over 550 varieties of produce to date and working with key strategic partners to use its growing platform to address broader problems in agriculture.

• Strong projected financial performance driven by demonstrated farm key performance indicators (KPIs) and an accelerated farm rollout schedule.

Management Commentary

Chris Sorrells, CEO of Spring Valley, said, “Our goal was to partner with an industry-leading, best-in-class, sustainability-focused company and we are ecstatic to combine forces with AeroFarms, the market leader in vertical farming, to accomplish this vision. AeroFarms has a technological edge on the industry, developing a world-class innovation team that has fueled a robust and growing intellectual property portfolio of patents and trade secrets. Moreover, their team has been selling commercial product with major retailers, building a trusted brand that is performing well, and developing influential partnerships that will enhance their ability to scale this business quickly. The future is very bright for AeroFarms and we are excited to share this highly compelling ESG investment opportunity by bringing the market leader in the vertical farming industry public.”

David Rosenberg, Co-Founder and CEO of AeroFarms, added, “At AeroFarms, our mission is to grow the best plants possible for the betterment of humanity, and we are executing on this by taking agriculture to new heights with the latest in technology, innovation and understanding of plant science. Our technology empowers our operations – this is how we get closer to where the problems, opportunities and solutions are. We also have the capabilities to innovate fast by turning our crops a typical 26 times per year that allows us to continuously learn and improve yield and quality while simultaneously reducing capital and operating costs. Our business is at an inflection point where we will scale up our proven operational framework and begin our expansion plans in earnest. With the support of Spring Valley, we not only have the capital in place to execute our plan, but also a sponsor who shares the same ESG philosophies to make a positive impact on the world, while serving the interests of our shareholders.”

Transaction Overview

Under the terms of the Merger Agreement, the transaction is valued at a fully diluted pro forma equity value of approximately $1.2 billion assuming no redemptions by Spring Valley shareholders. The PIPE offering was anchored by leading institutional investors, AeroFarms insiders and Pearl Energy Investments, the sponsor of Spring Valley. The transaction will provide approximately $317 million of unrestricted cash at close to fund future farm development and general corporate purposes.

The transaction has been unanimously approved by the Board of Directors of Spring Valley, as well as the Board of Directors of AeroFarms, and is subject to satisfaction of closing conditions, including the approval of the shareholders of Spring Valley.

Upon completion of the proposed transaction, AeroFarms expects to nominate two of Spring Valley’s existing directors, Debora Frodl and Patrick Wood, III, to its Board of Directors. The remaining directors and officers of Spring Valley are expected to resign and be replaced with AeroFarms nominees, which will be named at a future date.

Additional information about the proposed transaction, including a copy of the Merger Agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by Spring Valley with the Securities and Exchange Commission ("SEC") and is available on the AeroFarms investor relations page at https://aerofarms.com/investors and at www.sec.gov.

Advisors

J.P. Morgan Securities LLC is acting as exclusive financial advisor to AeroFarms. Cowen is acting as a financial advisor to Spring Valley. Cowen and Wells Fargo Securities are acting as capital markets advisors to Spring Valley. J.P. Morgan Securities LLC, Cowen and Wells Fargo Securities acted as placement agents to Spring Valley in connection with the PIPE offering.

DLA Piper LLP (US) is acting as legal counsel to AeroFarms, Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal counsel to the placement agents and Kirkland & Ellis LLP is acting as legal counsel to Spring Valley.