Agrinam Acquisition Corporation Files Preliminary Prospectus For U.S.$150M IPO
Seeking a Qualifying Acquisition to Form a Leading Agribusiness Company Led by Experienced Agribusiness Management Team and Board of Directors
Toronto, Ontario--(Newsfile Corp. - January 21, 2022) - Agrinam Acquisition Corporation ("Agrinam" or the "Corporation") announced today that it has filed a preliminary prospectus dated January 21, 2022 (the "Preliminary Prospectus") with the securities regulatory authorities in all provinces and territories of Canada, except Québec, in respect of its initial public offering ("IPO" or the "Offering") of U.S.$150,000,000 of Class A Restricted Voting units ("Class A Restricted Voting Units"). Each Class A Restricted Voting Unit has an offering price of U.S.$10.00 per Class A Restricted Voting Unit and consists of one class A restricted voting share of Agrinam (a "Class A Restricted Voting Share") and one-half of one share purchase warrant of Agrinam (each whole warrant, a "Warrant"). The proceeds from the distribution of the Class A Restricted Voting Units will be deposited into an escrow account and will only be released upon certain prescribed conditions. Agrinam intends to grant the Underwriters (as defined below) a non-transferable over-allotment option (the "Over-Allotment Option") to purchase up to an additional 2,250,000 Class A Restricted Voting Units on the same terms and conditions, exercisable in whole or in part, by the Underwriters up to 30 days following closing of the Offering. If the Over-Allotment Option is exercised in full, the gross proceeds of the Offering would be U.S.$172,500,000.
Agrinam is a newly-organized special purpose acquisition corporation formed under the laws of the Province of British Columbia for the purpose of effecting, directly or indirectly, an acquisition of one or more businesses or assets, by way of a merger, amalgamation, arrangement, share exchange, asset acquisition, share purchase, reorganization, or any other similar business combination within a specified period of time following the completion of the Offering (the "Qualifying Acquisition").
Agrinam intends to identify, evaluate, and execute an attractive Qualifying Acquisition by leveraging its robust network to find attractive investment opportunities. It intends to focus its search for one or more companies that operate across the Agribusiness industry in North America, either in the primary sector (with a focus on Superfoods and specialty products produced in high-tech greenhouses) or the value-added sector (with a focus on Food Tech as well as Wine & Spirits produced in new regions that have a niche differentiator relative to the competition). Agrinam also intends to generally target companies for its Qualifying Acquisition that have adopted best ESG practices and technologies for the efficient use of resources and are committed to taking care of the environment, including companies that will seek to promote the recycling of resources by applying the circular economy concept to reuse all possible inputs and avoid or reduce pollution and environmental degradation. Notwithstanding the foregoing, it is not limited to a particular industry or geographic region for purposes of completing its Qualifying Acquisition.
Agrinam Investments, LLC, the sponsor of the Corporation (the "Sponsor"), is a limited liability company formed by Demeter Capital and Maquia Capital, which are firms founded by Agribusiness entrepreneurs, investment bankers, consultants and investors with the desire to boost the agribusiness sector in North America. Maquia Capital's advisory division is the largest corporate governance advisory firm in Mexico, having advised more than 100 agribusiness companies (65 out of the top 100 in Mexico), and members of Demeter Capital, an Agribusiness growth equity fund based in Mexico, have invested over U.S.$300 million across more than 40 Agribusiness projects and companies in Mexico through several Agribusiness investment funds.
The Corporation's strategy is to leverage its directors' and officers' and the Sponsor's executive leadership and entrepreneurial expertise, strong advisory and finance capabilities, and industry and investment experience in order to identify and execute an attractive Qualifying Acquisition. Agrinam's management team and directors will undertake to identify potential investment targets, and use their relationships with senior agribusiness executives to continue to build relationships with company owners, executives, stakeholders, industry experts and financial intermediaries to uncover attractive acquisition opportunities.
Under the leadership of Chief Executive Officer (CEO) Agustin Tristan Aldave, Agrinam will seek to form a leading agribusiness company. The Agrinam management team and board of directors include:
- Mr. Agustin Tristan Aldave - CEO and Director
- Mr. Guillermo Eduardo Cruz - Chief Operating Officer and Director
- Mr. Gustavo Castellanos Lugo - Chief Sustainability Officer
- Mr. Jeronimo Peralta del Valle - Chief Financial Officer
- Mr. Luis Alberto Ibarra Pardo - Chief Investment Officer
- Mr. Nicholas Thadaney - Chairman of the Board and Directors
- Ms. Lara Zink - Director
- Ms. Jennifer Reynolds - Director
- Mr. Donald J. Olds - Director and Chair of the Audit Committee
Upon the closing of the Qualifying Acquisition, each Class A Restricted Voting Share (unless previously redeemed) will be automatically converted into one common share ("Common Share") of the Corporation and each Class B share ("Class B Share") of the Corporation will be automatically converted on a 100-for-1 basis into new proportionate voting shares of the Corporation (the "Proportionate Voting Shares"), with each Proportionate Voting Share being entitled to 100 votes per Proportionate Voting Share and, subject to certain restrictions, being convertible at the option of the holder into Common Shares at a ratio of 100 Common Shares per Proportionate Voting Share. Each Warrant will entitle the holder to purchase one Class A Restricted Voting Share (and following the closing of a Qualifying Acquisition, each Warrant would represent the entitlement to purchase one Common Share) for a purchase price of U.S.$11.50, commencing sixty-five (65) days after the completion of the Qualifying Acquisition and will expire on the day that is five years after the closing date of the Qualifying Acquisition or earlier, as described in the Preliminary Prospectus. Prior to the consummation of the Qualifying Acquisition, the Class A Restricted Voting Shares may only be redeemed upon certain events. The Class A Restricted Voting Units are intended to begin trading promptly after closing of the Offering ("Closing"). The Class A Restricted Voting Shares and Warrants comprising the Class A Restricted Voting Units will initially trade as a unit but it is anticipated that the Class A Restricted Voting Shares and Warrants will begin trading separately approximately 40 business days following the Closing. The Class B Shares will not be listed at the Closing and it is anticipated that they will not be listed prior to the Qualifying Acquisition, as described in the Preliminary Prospectus.
The Sponsor, and certain of the Sponsor's and the Corporation's affiliates, directors and officers, namely Agustin Tristan, Gustavo Castellanos, Luis Alberto Ibarra, Guillermo Eduardo Cruz, Jeronimo Peralta, Nicholas Thadaney, Lara Zink, Jennifer Reynolds, and Donald Olds (collectively with the Sponsor, the "Founders"), intend to purchase an aggregate of 6,250,000 share purchase warrants ("Funding Warrants") at an offering price of U.S.$1.00 per Funding Warrant (for an aggregate purchase price of U.S.$6,250,000) and 4,312,500 Class B shares of Agrinam ("Founders' Shares") for an aggregate price of U.S.$25,000, or approximately U.S.$0.006 per Founders' Share (or U.S.$0.007 per Founders' Share if the Over-Allotment Option (as defined herein) is not exercised) concurrently with the closing of the Offering. Up to a maximum of 562,500 of the aggregate 4,312,500 Founders' Shares being purchased by the Founders prior to closing shall be relinquished by the Founders without compensation depending on the extent to which the Over-Allotment Option is exercised.
The Class A Restricted Voting Units are proposed to be distributed by BMO Capital Markets (as lead underwriter and sole bookrunner) and Canaccord Genuity Corp. (as lead manager), acting as underwriters (collectively, the "Underwriters"). Borden Ladner Gervais LLP is acting as legal counsel to Agrinam and to the Sponsor. Stikeman Elliott LLP is acting as legal counsel to the Underwriters.
A preliminary prospectus containing important information relating to these securities has been filed with securities commissions or similar authorities in each of the provinces and territories of Canada, except Quebec. The Preliminary Prospectus is still subject to completion or amendment. Copies of the Preliminary Prospectus may be obtained from the underwriters listed above. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final prospectus has been issued.
The Preliminary Prospectus has not yet become final for the purpose of a distribution of securities to the public. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale or acceptance of an offer to buy these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the time a receipt for the final prospectus or other authorization is obtained from the securities commission or similar authority in such jurisdiction. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"). This press release is not an offer of securities for sale in the United States, and the securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act. Copies of the Preliminary Prospectus will be available on SEDAR at www.sedar.com.
Completion of the Offering is subject to the receipt of customary approvals, including regulatory approvals. About Agrinam Acquisition Corporation
Agrinam Acquisition Corporation is a newly organized special purpose acquisition corporation incorporated under the laws of the Province of British Columbia for the purpose of effecting a qualifying acquisition.
About Agrinam Investments, LLC
Agrinam Investments, LLC is a limited liability company formed under the laws of Delaware.
This press release may contain forward-looking information within the meaning of applicable securities legislation, which reflects the Sponsor's and Agrinam's current expectations regarding future events. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Sponsor's or Agrinam's control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. Such risks and uncertainties include, but are not limited to, failure to complete the Offering, intentions related to Agrinam's Qualifying Acquisition and related transactions, and the factors discussed under "Risk Factors" in the Preliminary Prospectus. Neither the Sponsor nor Agrinam undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.
FOR FURTHER INFORMATION PLEASE CONTACT:
Agustin Tristan Aldave
Chief Executive Officer
Agrinam Acquisition Corporation
NOT FOR DISTRIBUTION TO U.S. NEWSWIRES OR DISSEMINATION IN THE UNITED STATES
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