OSLO, NORWAY: Kalera AS has entered into a share purchase agreement for the acquisition of all shares in &ever GmbH for a total consideration reflecting an enterprise value for &ever GmbH of EUR 130 million.
The consideration will consist of a combination of cash and Kalera shares. Under the terms of the agreement, &ever GmbH shareholders will receive EUR 21.6 million in cash and 27,856,081 Kalera shares at a subscription price of NOK 36.68.
The cash consideration will be financed through a debt facility provided by DNB or by other financing sources available to Kalera. Kalera shareholders will own an 87% stake in the combined company, while current &ever GmbH shareholders will own 13%, on a fully-diluted basis.
&ever is a vertical farm company headquartered in Germany with operations in the Middle East, Asia and Europe. The acquisition will transform Kalera into a global vertical farming leader, accelerating its plans for international growth and broadening its product line to include several cut leaf baby greens in high demand.
The company will be wholly owned by Kalera AS upon closing of the transaction. &ever GmbH will be renamed to Kalera GmbH.
&ever has operations in Europe, Asia, and the Middle East and has designed production facilities of various sizes, ranging from small scale installations to mega-farms. Large-scale installations or mega-farms allow for mass scale production of baby leaf greens in facilities that can be built in less than 10-months and that can produce up to of 1,500 MT of produce per year.
&ever Gmbh has a large-scale farm in Kuwait that is currently in ramp-up phase, built in partnership with NOX Management. A second mega-farm is under construction in Singapore with support from a major competitive government grant and is expected to start operations during Q1 2022.
“With Kalera’s farms in North America and &ever’s operations in Asia, the Middle East and Europe, we will jointly revolutionize the global vegetable production industry and further expand our market leadership in vertical farming,” says Daniel Malechuk, CEO of Kalera.
“In addition, we see &ever’s climate cell technology and their high degree of automation as excellent additions to our advanced nutrient management system, which will further increase the productivity of our production facilities.”
“From the beginning, our vision has been to offer communities worldwide hyperlocal high-quality salads and herbs year-round. Together with Kalera, we have now come a big step closer to this goal,” says Dr. Henner Schwarz, CEO of &ever who will serve as Managing Director of EMEA and Asia for the combined entity.
“We share very similar visions, core values, and goals and are eager to immediately begin the integration of the companies together.”
“The merger is an important milestone for the global future of vertical farming. We are very much looking forward to the next steps with &ever as a new, stronger Kalera,” says Daniel Malechuk who will serve as CEO of the combined company.
“This acquisition, combined with our previous acquisition of Vindara, the only seed company dedicated specifically for controlled environment agriculture, continues to complement and accelerate Kalera’s now global industry-leading position.”
Kalera AS share price
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10 Aug, 4:00 pm GMT-4 ·Disclaimer
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