AeroFarms announced that it has entered into an Agreement and Plan of Merger with Spring Valley Acquisition Corp., a special purpose acquisition company. Upon closing of the transaction, AeroFarms will become publicly traded on Nasdaq, with an estimated equity value of approximately $1.2 billion, under the new ticker symbol "ARFM".
Ready for change
David Rosenberg, Co-Founder and CEO of AeroFarms, noted: "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.”
Chris Sorrells, CEO of Spring Valley, said, “Our goal was to partner with a sustainability-focused company and we are ecstatic to combine forces with AeroFarms to accomplish this vision. AeroFarms has a technological edge on the industry, developing an innovation team that has fueled a robust and growing intellectual property portfolio of patents and trade secrets."
(F.l.t.r.) David Rosenberg and Chris Sorrells
"Moreover, their team has been selling commercial products with great retailers, building a trusted brand that is performing well, and developing partnerships that will enhance their ability to scale this business quickly. We are excited to share this highly compelling ESG investment opportunity by bringing it publicly.”
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 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.