Business Wire

Bioceres and Union Acquisition Corp. Announce Execution of Definitive Share Exchange Agreement

Jaa

Bioceres, a leading Latin American agricultural biotech company (the “Company”), and Union Acquisition Corp. (NYSE: LTN) ("UAC"), a special purpose acquisition company, today announced the execution of a definitive share exchange agreement (the “Exchange Agreement”), pursuant to which Bioceres will contribute its agricultural solutions business in exchange for equity of UAC. This transaction is expected to result in a combined company with an anticipated initial enterprise value of approximately U.S.$456 million, assuming no redemptions of UAC public shares. Immediately upon consummation of the transaction, UAC will change its name to Bioceres Crop Solutions and is expected to continue its listing on the New York Stock Exchange (“NYSE”) with respect to its shares and warrants under the new symbols “BIOX” and “BIOX WS,” respectively.

The transaction, which is expected to close in the first quarter of 2019, is subject to customary closing conditions, including receipt of the requisite approval of UAC’s shareholders. There is no minimum cash condition to closing. With proceeds from this transaction remaining after any redemptions of UAC public shares, Bioceres will consolidate its ownership interest in key subsidiary Rizobacter up to 80%. Following the completion of the business combination, the combined company will be led by Federico Trucco, Chief Executive Officer of Bioceres. Kyle Bransfield and Juan Sartori, currently serving on the board of directors of UAC, will join the combined company’s board of directors.

UBS Investment Bank is acting as exclusive capital markets advisor to UAC. Atlantic-Pacific Capital, Inc., Ladenburg Thalmann & Co. Inc. and Brookline Capital Markets, LLC, a division of CIM Securities, LLC are acting as M&A advisors to UAC. Arnold & Porter Kaye Scholer LLP and Graubard Miller are acting as legal advisors to UAC. Linklaters LLP and Marval O’Farrell & Mairal are acting as legal advisors to Bioceres.

Juan Sartori, Chairman of UAC, said: “As a Global Agriculture investor, having the opportunity to invest in a pioneer in the ag-tech space that has built a market leading position in Latin America is a unique opportunity. We believe the global growth potential of Bioceres’ HB4 family of products represents a rare investment opportunity.”

Kyle Bransfield, Chief Executive Officer of UAC, said: “We are proud to partner with a company whose innovative biotechnology products provide solutions to the growing global food shortage challenge in an environmentally responsible way. We’ve been extremely impressed with Bioceres’ management team and look forward to our partnership.”

Federico Trucco, Chief Executive Officer of Bioceres, said: “This transaction materializes one very important objective that we had for 2018, which is to become a NYSE listed entity. We believe we are at a significant inflection point in our Company´s history, and with proceeds from this transaction we expect to be able to successfully launch our innovative technologies and continue to expand our global footprint. Furthermore, we are very excited to have the sponsorship of UAC in this process and look forward to its contribution to the future of our business.”

Additional information about the business combination will be provided in a current report on Form 8-K, which will include an investor presentation, that will be filed with Securities and Exchange Commission (the “SEC”) on November 9, 2018, and will be available on the SEC’s website at www.sec.gov. Investors are encouraged to review these materials.

Conference Call Information

At 12 p.m. EST on November 9, 2018, Bioceres and UAC will host a joint conference call to discuss the business combination with the investment community. Hosting the call will be Federico Trucco, Bioceres’ Chief Executive Officer; Kyle Bransfield, UAC’s Chief Executive Officer; and Enrique Lopez Lecube, Bioceres’ Chief Financial Officer.

Participant Dial In:

Interested parties may listen to the prepared remarks via telephone by dialing U.S. Toll Free: 1 (877) 637-0581, or for international callers, 1 (470) 279-3841 and entering Pin number: 34124.

A telephone replay will be available from 2:00 p.m. ET on November 9, 2018 to 11:59 a.m. ET on November 16, 2018 and can be accessed by dialing 1 (855) 783-9457, or for international callers, 1 (470) 280-0793 and entering replay Pin number: 34124#.

About Bioceres

Bioceres is a fully integrated provider of crop productivity solutions, including seeds, seed traits, seed treatments, biologicals, high-value adjuvants and fertilizers. Unlike most industry participants that specialize in a single technology, chemistry, product, condition or stage of plant development, Bioceres has developed a multi-discipline and multi-product platform capable of providing solutions throughout the entire crop cycle, from pre-planting to transportation and storage. Bioceres’ platform is designed to cost effectively bring high value technologies to market through an open architecture approach. Bioceres’ headquarters and primary operations are based in Argentina, which is its key end-market as well as one of the largest markets globally for GM crops. Through its main operational subsidiary, Rizobacter, the Company has a growing and significant international presence, particularly in Brazil and Paraguay. Bioceres leverages its relationship with its historical shareholders, many of whom are agricultural leaders and key participants in Bioceres’ end markets, to increase adoption of its products and technologies.

Bioceres Investment Highlights:

  • Leading position in large and growing agricultural markets with favorable industry dynamics, with a focus on biological assets aimed at crop protection, nutrition and seeds.
  • Global leader in drought-tolerance technologies, through the HB4 family of products – the only technology of its type available today for soybean production.
  • Through the Rizobacter brand, Bioceres is a world leader in production and sale of soybean biologicals, with over 20% global market share in inoculants.
  • Extensive distribution & commercial platform with over 700 distributors globally and sales in 25 different countries.
  • Proven track-record on delivering strong financial results.

About UAC

Union Acquisition Corp. is a blank check company organized for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization, or other similar business combination with one or more businesses or entities. UAC’s efforts to identify a prospective target business are not limited to any particular industry or geographic region, although the Company has focused on target businesses located in Latin America. The Company is led by Juan Sartori, Chairman of the Board of the Company and Chairman and founder of Union Group, and Kyle P. Bransfield, Chief Executive Officer of the Company and Partner of Atlantic-Pacific Capital, Inc.

Forward Looking Statements

This communication includes “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “forecast,” “intend,” “seek,” “target,” “anticipate,” “believe,” “expect,” “estimate,” “plan,” “outlook,” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward looking statements include estimated financial information. Such forward looking statements with respect to revenues, earnings, performance, strategies, prospects and other aspects of the businesses of UAC, Bioceres or the combined company after completion of the business combination are based on current expectations that are subject to known and unknown risks and uncertainties, which could cause actual results or outcomes to differ materially from expectations expressed or implied by such forward-looking statements. These factors include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Exchange Agreement and the proposed business combination contemplated therein; (2) the inability to complete the transactions contemplated by the Exchange Agreement due to the failure to obtain the approval of the shareholders, or other conditions to closing in the Exchange Agreement; (3) the ability of UAC to continue to meet applicable NYSE listing standards; (4) the risk that the proposed business combination disrupts current plans and operations of Bioceres as a result of the announcement and consummation of the transactions described herein; (5) the ability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (6) costs related to the proposed business combination; (7) changes in applicable laws or regulations; (8) the possibility that Bioceres may be adversely affected by other economic, business, and/or competitive factors; and (9) other risks and uncertainties indicated from time to time in the definitive registration statement of UAC in connection with the proposed business combination and the proxy statement/prospectus contained therein, including those under “Risk Factors” therein, and other documents filed or to be filed with the SEC by UAC. Investors are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. UAC and Bioceres undertake no commitment to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise. Anyone using the presentation does so at their own risk and no responsibility is accepted for any losses which may result from such use directly or indirectly. Investors should carry out their own due diligence in connection with the assumptions contained herein. The forward-looking statements in this communication speak as of the date of this communication. Although UAC may from time to time voluntarily update its prior forward-looking statements, it disclaims any commitment to do so whether as a result of new information, future events, changes in assumptions or otherwise except as required by applicable securities laws.

Additional Information and Where to Find It

For additional information on the proposed transaction, see UAC’s Current Report on Form 8-K, which will be filed promptly.

In connection with the proposed transaction, UAC will file a Registration Statement on Form S-4, which will include a preliminary proxy statement/prospectus of UAC. Once the Registration Statement is declared effective by the SEC, UAC will mail a definitive proxy statement/prospectus and other relevant documents to its shareholders.

Investors and security holders of UAC are advised to read, when available, the preliminary proxy statement/prospectus, and amendments thereto, and the definitive proxy statement/prospectus in connection with UAC’s solicitation of proxies for its extraordinary general meeting of shareholders to be held to approve the proposed transaction because the proxy statement/prospectus will contain important information about the proposed transaction and the parties to the proposed transaction.

Stockholders will also be able to obtain copies of the Registration Statement, including the proxy statement/prospectus, and Form 8-K, announcing entry into the Exchange Agreement, without charge on the SEC’s website at www.sec.gov , or by directing their request to: Union Acquisition Corp., 400 Madison Ave., Suite 11A, New York, NY 10017.

No Offer or Solicitation

This announcement is for informational purposes only and is neither an offer to sell, nor a solicitation of an offer to buy any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which the offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Contact information

Bioceres
Enrique Lopez Lecube, Chief Financial Officer
+543414861100
enrique.lopezlecube@bioceres.com.ar
or
UAC
Kyle Bransfield, Chief Executive Officer
+1 212 981 0633
kbransfield@apcap.com

Tietoja julkaisijasta

For more than 50 years, Business Wire has been the global leader in press release distribution and regulatory disclosure.

Tilaa tiedotteet sähköpostiisi

Haluatko tietää asioista ensimmäisten joukossa? Kun tilaat mediatiedotteemme, saat ne sähköpostiisi välittömästi julkaisuhetkellä. Tilauksen voit halutessasi perua milloin tahansa.

Lue lisää julkaisijalta Business Wire

Process Systems Enterprise: gPROMS FormulatedProducts 1.4 Includes Enhanced Capabilities Linking Digital Design to Digital Operations19.4.2019 10:58:00 EESTTiedote

Process Systems Enterprise (PSE), the Advanced Process Modelling company, today released version 1.4 of gPROMS FormulatedProducts, the mechanistic model-based environment for integrated digital design of robust formulated products and their manufacturing processes, and related digital process operation. This release introduces major enhancements to both the gPROMS FormulatedProducts model libraries and the underlying gPROMS platform 6.0, including morphological crystallizer and sensor models to capture particle size and shape evolution, enhanced continuous direct compression models and improved wet granulation models. Platform enhancements include support for cluster computing, to significantly speed up execution of parameter estimation and other complex numerical solutions, and comprehensive global system analysis of dynamic systems for rapid exploration of the time-varying decision space and systematic risk and uncertainty analysis. Version 1.4 also introduces two key usability enhan

LOXAM Contributes to the Reconstruction of Notre Dame De Paris Cathedral19.4.2019 10:44:00 EESTTiedote

In the wake of the Notre Dame de Paris blaze on Monday 15 April, Loxam the leading equipment rental company in Europe is playing its part in the reconstruction project of the partly destroyed cathedral. A rental operator in the construction equipment, LOXAM pledges to provide, free of charge, machines to the companies and tradesmen who will take part in these restoration works for the scheduled duration of five years. “Notre Dame de Paris Cathedral is the legacy of accomplished builders that we ought to preserve. As a committed rental operator, Loxam wishes to contribute to the rehabilitation of this monument by providing equipment for an overall 10-million € value over the upcoming five years” Gérard DEPREZ, President of LOXAM, indicates. With a fleet of over 200,000 machines, Loxam is meeting the needs of all tradesmen operating on this worksite. View source version on businesswire.com: https://www.businesswire.com/news/home/20190419005025/en/ Contact information PRESS : Virginie Ada

IFF to Release First Quarter 2019 Results May 618.4.2019 23:15:00 EESTTiedote

Regulatory News: International Flavors & Fragrances Inc. (NYSE:IFF) (Euronext Paris: IFF) (TASE: IFF), a leading innovator of scent, taste, and nutrition, announced that it will release its first quarter 2019 earnings results following the market close on Monday, May 6, 2019. The management team will host a live webcast on Tuesday, May 7, 2019 at 10:00 a.m. ET to discuss results and outlook with the investor community. Investors may access the live webcast and accompanying slide presentation on the Company's website at ir.iff.com. For those unable to listen to the live webcast, a recorded version will be made available for replay. Meet IFF International Flavors & Fragrances Inc. (NYSE:IFF) (Euronext Paris: IFF) (TASE: IFF) is a leading innovator of scent, taste, and nutrition, with 97 manufacturing facilities, 105 R&D centers, and 39,000 customers globally. At the heart of our company, we are fueled by a sense of discovery, constantly asking “what if?”. That passion for exploration dri

Gilead Sciences to Release First Quarter 2019 Financial Results on Thursday, May 2, 201918.4.2019 23:05:00 EESTTiedote

Gilead Sciences, Inc. (Nasdaq: GILD) announced today that its first quarter 2019 financial results will be released on Thursday, May 2, after the market closes. At 4:30 p.m. Eastern Time, Gilead’s management will host a conference call to discuss the company’s financial results for the first quarter 2019 and provide a business update. The live webcast of the call can be accessed at the company’s Investors page at http://investors.gilead.com/. Please connect to the company’s website at least 15 minutes prior to the start of the call to ensure adequate time for any software download that may be required to listen to the webcast. Alternatively, please call 877-359-9508 (U.S.) or 224-357-2393 (international) and dial the conference ID 5259422 to access the call. Telephone replay will be available approximately two hours after the call through 8:00 p.m. Eastern Time, May 4, 2019. To access the replay, please call 855-859-2056 (U.S.) or 404-537-3406 (international) and dial the conference ID

Andersen Global Expands Africa Presence; Signs Collaboration Agreement in Economic Hub of South Africa18.4.2019 16:30:00 EESTTiedote

Andersen Global is excited to announce the addition of its first collaborating firm in South Africa. Tabacks Attorneys and Corporate Law Advisors, headquartered in Johannesburg, South Africa, has signed a Collaboration Agreement with Andersen Global, an international association of member and collaborating firms. South Africa marks the tenth country in Africa in which Andersen Global has a presence. Led by Chairman David Woodhouse, Tabacks has a team of 27 lawyers who offer legal assistance and commercial advice to a diverse clientele in construction, manufacturing, energy, mining, explosives, retail, hospitality, logistics, pharmaceutical, property and banking industries. The firm is considered a leading law firm in South Africa, and its practice areas include competition law, commercial law, mining, employment law, environmental health & safety law, tax and litigation. “The global economy is rapidly changing, which brings unique challenges to corporate and commercial law,” said David

Amazon and Google Announce Official YouTube Apps to Launch on Fire TV; Prime Video App Coming to Chromecast and Android TV18.4.2019 16:00:00 EESTTiedote

Today, Amazon (NASDAQ: AMZN) and Google (NASDAQ: GOOGL) announced that in the coming months, the two companies will launch the official YouTube app on Amazon Fire TV devices and Fire TV Edition smart TVs, as well as the Prime Video app for streaming to Chromecast and Chromecast built-in devices. In addition, Prime Video will be broadly available across Android TV device partners, and the YouTube TV and YouTube Kids apps will also come to Fire TV later this year. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20190418005212/en/ “We are excited to work with Amazon to launch the official YouTube apps on Fire TV devices worldwide,” said Heather Rivera, Global Head of Product Partnerships at YouTube. “Bringing our flagship YouTube experience to Amazon Fire TV gives our users even more ways to watch the videos and creators they love.” “We’re excited to bring the Prime Video app to Chromecast and Android TV devices, and to give our c

Uutishuoneessa voit lukea tiedotteitamme ja muuta julkaisemaamme materiaalia. Löydät sieltä niin yhteyshenkilöidemme tiedot kuin vapaasti julkaistavissa olevia kuvia ja videoita. Uutishuoneessa voit nähdä myös sosiaalisen median sisältöjä. Kaikki STT Infossa julkaistu materiaali on vapaasti median käytettävissä.

Tutustu uutishuoneeseemme