Agrico (RICO) Announces Preliminary Shareholder Approval
by Marlena Haddad on 2022-06-24 at 2:53pm

Agrico (NASDAQ:RICO) announced this afternoon that it expects to receive shareholder approval at its special meeting set to vote on its combination with indoor farming company Kalera (OL:KAL) on Monday.

Approximately 71.68% of the total number of shares and votes in the company, have essentially voted 100% in favor of the approval of the proposed business combination transaction. Both the quorum requirement of more than 50% of the shares and votes in the company being represented along with the majority requirement of more than 2/3 of the represented shares and votes voting in favor for the approval of the deal were fulfilled.

Today’s press release did not disclose redemption amounts or any further details on the deal, but RICO traded below its trust value throughout its redemption deadline yesterday June 23. RICO opened at $9.25 this morning and fell 5.99% to $8.48 (as of afternoon trading).

Additionally, this vote will not be final until after the meeting concludes Monday. The deal is expected to close shortly after the meeting and following the close, the combined entity is expected to trade on the Nasdaq under the symbols KAL and KALWW, for shares and warrants, respectively.

Agrico brought about $146.6 million into the deal from its trust and did not supplement this with a PIPE.

Furthermore, the SPAC waived its minimum cash closing condition of $100 million in May, but if the minimum cash condition is not met, Agrico’s sponsor promote will be proportionally forfeited.

Agrico and Kalera initially announced their $375 million deal on January 31. Oslo-listed Kalera has developed technology for farming leafy greens and vegetables out of a network of indoor vertical farms.


ADVISORS

  • BofA Securities acted as financial advisor to Kalera AS in connection with the transaction.
  • Milbank LLP and Advokatfirmaet Thommessen AS acted as legal counsel to Kalera.
  • FTI Consulting, and Maxim Group LLC acted as financial advisors to Agrico
  • Maples Group and Loeb & Loeb LLP acted as legal counsel for Agrico.
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