Milbank LLP is advising Kalera AS (“Kalera”), one of the preeminent leafy green vertical farming companies and a leader in plant science for producing high-quality produce in controlled environments, in connection with a definitive merger agreement with Agrico Acquisition Corp., a special purpose acquisition company. As a result, Kalera will transition from its current EuroNext Growth Oslo listing to a publicly listed company with its common shares traded on the NASDAQ stock market during Q2 2022. This all-stock transaction creates a combined company with an equity value of approximately $375 million on a fully diluted pro forma basis.
Curtis McWilliams, Interim Chief Executive Officer of Kalera, said, “Kalera and Agrico together form a team with the expertise to bring Kalera’s fresh, clean and sustainable Local Living LettuceTM to consumers across the globe. A tremendous need exists for healthy, sustainable, and surprisingly affordable food. At Kalera, we believe we have a business model that can bring nourishment across the globe while reducing environmental impact.”
Brent De Jong, Chairman and Chief Executive Officer of Agrico, said “Kalera is already positioned as a leader in the vertical farming industry with its 10 facilities operating or construction nearly complete and Vindara, its seed business dedicated to controlled environments. The proposed merger with Agrico brings the necessary capital for Kalera to be the first leafy green vertical farm company to have a national footprint in the US and be able to reliably supply a national off-take contract while still being local. The Agrico team and its scaling experience will supplement an already strong Kalera management team and Board of Directors.”
Kalera’s current management team and recently appointed Interim CEO Curtis McWilliams will continue to oversee the business and use the transaction proceeds to further expand their global network of vertical farms. With four facilities operating and six more under construction, the company believes that the team is well on the path to achieving this vision.
The transaction, which has been approved by the boards of directors of both of Kalera and Agrico, is expected to close in the second quarter of 2022. The transaction remains subject to approval by both Agrico and Kalera shareholders, as well as other customary closing conditions.
The Milbank team was led by Global Corporate partner Iliana Ongun and Global Capital Markets partner David Dixter. The team also included Global Corporate associates Evelyn Liristis, Flora Gonzalez, Stephen Tomasulo and Tiffany Han as well as Global Capital Markets associates Evan Cappelli, Alex Becker, Nicholas Wallace, Alyssa Julian and Alexia Pimbli, as well as Tax partner Andrew Walker and associate Michael Rivkin, Executive Compensation and Employee Benefits partner Mike Shah and associate Kelly Bartley, and Intellectual Property special counsel Nathaniel Browand.
