- Combined Entity is Expected to Become the Leading Provider
of CEA Products and Solution
- AGRIFY Brings Industry-Leading Cultivation and Extraction
Solution Service
- Immediately Realizable Financial and Operational
Synergies
UPLAND,
Calif., April 17, 2024 /PRNewswire/
-- Nature's Miracle Holding Inc. (NASDAQ: NMHI) ("Nature's
Miracle" or the "Company"), a leader in vertical farming technology
and infrastructure, today announced it has entered into a term
sheet to acquire 100% of all the outstanding shares of Agrify
Corporation (NASDAQ: AGFY) ("Agrify"), a leading provider of
innovative cultivation and extraction solutions.
When closed, the strategic acquisition of Agrify is expected to
bring a meaningful revenue stream for Nature's Miracle through
Agrify's powerful SaaS and AI technology which can be applied to
Nature's Miracle's vertical farming business, while its leading
market share in cannabis extraction continues to drive revenue
growth. In return, Agrify will benefit from the distinct expertise
and strong operators that comprise the Nature's Miracle management
team and its prominent market position providing advanced
horticultural and cultivation lighting technologies powering
agricultural vertical farming.
Under the terms of the agreement, Nature's Miracle expects to
acquire Agrify through issuing shares of Nature's Miracle common
stock which would result in Nature's Miracle wholly owning
Agrify. Each shareholder of Agrify would be expected to
receive approximately 0.45 of a share of Nature's Miracle common
stock for each share of Agrify common stock, subject to customary
adjustments. Based on the fully diluted shares outstanding of
15,174,501 (including warrants) and NMHI closing price of
$0.93 as of April 16, 2024, AGFY equity is valued at
$6,350,528, or $0.4185 per share. Upon closing of the Merger,
Raymond Chang, Chief Executive
Officer and Chairman of the Board of Agrify, will assume the role
as President of the Agrify division of Nature's Miracle and will
join the board of Nature's Miracle. The transaction is expected to
close within six months of this announcement, subject to completion
of mutual due diligence, shareholder approval and customary closing
conditions.
Pursuant to the term sheet with Agrify, Nature's Miracle agreed
to purchase approximately $750,000 of
horticultural LED lighting goods from Agrify prior to the closing
of the acquisition. Nature's Miracle also executed a term
sheet related to the current debt of Agrify held by two entities
controlled by Raymond Chang,
Agrify's Chief Executive Officer. Pursuant to the term sheet,
Nature's Miracle will purchase all of the outstanding indebtedness
from the entities with a combination of cash and Nature's Miracle
stock.
James Li, Chief Executive Officer
of Nature's Miracle, commented, "Following our recent public
company debut, we are thrilled to announce the signing of a term
sheet to acquire Agrify. As we reviewed opportunities to accelerate
our business's growth, it was clear that Agrify represented a
business with immediate synergy functions. We believe that Agrify
will not only provide meaningful revenue with their cannabis
extraction business, but the combined business will benefit through
efficiencies with the consolidation of our advanced lighting
technology and their industry leading Software as a service
("SaaS") model and Vertical Farming Unit ("VFU") technology. We are
especially intrigued by the AI learning capability of Agrify's SaaS
and VFU system. We would like to thank Raymond and the entire
Agrify team for building Agrify's innovative technology and we look
forward to working in unison to continue to grow Nature's Miracle
as an industry leader in the vertical farming agriculture
business."
Raymond Chang, Chief Executive
Officer and Chairman of the Board of Agrify, stated, "We believe
the indoor growing industry is in need of a major consolidation and
we are glad to have the opportunity to team up with one of the most
impressive and experienced teams in the industry. As a next step to
develop the vertical farming industry, it is a natural fit to join
forces with the team at Nature's Miracle. Nature's Miracle's lead
lighting product is a premium offering in the vertical farming
industry and will serve as a critical component in order to advance
our extraction and ancillary integrated businesses. Similarly, we
developed our VFU, SaaS and AI technologies to be leveraged across
indoor farming of agriculture crops and by integrating with
Nature's Miracle's expansive collection of offerings, we are
optimistic the strength of the combined company's share of vertical
farming will reveal a significant scale opportunity."
About Nature's Miracle Holding Inc.
Nature's Miracle is an integrated agriculture technology company
providing equipment and services to the Controlled Environment
Agriculture industry. Through its two wholly-owned subsidiaries
Visiontech Group, Inc. and Hydroman, Inc., the company offers
products including horticultural lighting, irrigation systems,
power distribution systems, materials and equipment to indoor,
greenhouse, hydroponic and vertical growers. Nature's Miracle has
also developed cost-effective solutions for greenhouse systems,
automated vertical farming, and modular container grow systems.
Nature's Miracle was founded and continues to be led by
James Li who co-founded China
Hydroelectric Corporation, one of the largest small hydroelectric
companies listed on the NYSE ("CHC") and by President Jonathan Zhang, who built Efinity, a
well-recognized and respected brand of grow lighting in the indoor
farming and controlled environment field. For more information,
please visit www.Nature-Miracle.com.
About Agrify
Agrify is a leading provider of innovative cultivation and
extraction solutions for the cannabis industry, bringing data,
science, and technology to the forefront of the market. Our
proprietary micro-environment-controlled Vertical Farming Units
(VFUs), enable cultivators to produce the highest quality products
with unmatched consistency, yield, and ROI (return on investment)
at scale. Our comprehensive extraction product line, which includes
hydrocarbon, ethanol, solventless extraction, post-processing, and
lab equipment, empowers producers to maximize the quantity and
quality of extract required for premium concentrates. For more
information, please visit our website at www.agrify.com.
Forward-Looking Statements
Except for historical information contained herein, this press
release contains certain "forward-looking statements" within the
meaning of the federal U.S. securities laws with respect to the
term sheet and business of Nature's Miracle and Agrify; other
future references such as the anticipated synergies resulting from
the transactions contemplated by the term sheet, the parties'
ability to close the proposed merger on the expected timeline or at
all, the expected exchange ratio, Mr. Chang's role following the
merger, the valuation of Agrify to be used in the merger, the
services and markets of Nature's Miracle and Agrify, our
expectations regarding future growth, results of operations,
performance, future capital and other expenditures, competitive
advantages, business prospects and opportunities, future plans and
intentions, results, level of activities, performance, goals or
achievements or other future events. These forward-looking
statements generally are identified by words such as "anticipate,"
"believe," "expect," "may," "could," "will," "potential," "intend,"
"estimate," "should," "plan," "predict," or the negative or other
variations of such statements, reflect our management's current
beliefs and assumptions and are based on the information currently
available to our management. Forward-looking statements are
predictions, projections and other statements about future events
that are based on current expectations and assumptions and, as a
result, are subject to risks and uncertainties. Many factors could
cause actual results or developments to differ materially from
those expressed or implied by such forward-looking statements,
including but not limited to: (i) the risk that the business and
revenue prospects of Nature's Miracle may not materialize which may
adversely affect the price of Nature's Miracle's securities; (ii)
the occurrence of any unforeseen event that would impact continued
listing of Nature's Miracle's or Agrify's securities on the Nasdaq
exchange; (iii) changes in the competitive industries in which
Nature's Miracle and Agrify operates, variations in operating
performance across competitors, changes in laws and regulations
affecting Nature's Miracle's and Agrify's business and changes in
the combined capital structure; (iv) the ability to implement
business plans, forecasts and other expectations after the
completion of the proposed transactions contemplated by the term
sheet; (v) the risk of downturns in the market and Nature's
Miracle's and Agrify's industry including, but not limited to
market prices of indoor grower's produce, transportation costs,
competition with outdoor growers and demand in the consumer
marketplace; and (vi) the risk that the parties may not be able to
satisfy one or more of the closing conditions to the transaction.
For additional details on the uncertainties that may cause our
actual results to be materially different than those expressed in
our forward-looking statements, please review the most recent
Annual Reports on Form 10-K filed by Nature's Miracle and by Agrify
with the Securities and Exchange Commission at www.sec.gov,
particularly the information contained in the section entitled
"Risk Factors." Forward-looking statements speak only as of the
date on which they are made, and neither Nature's Miracle nor
Agrify assume any obligation to update or revise any
forward-looking statements or other information contained herein,
whether as a result of new information, future events or otherwise.
You are cautioned not to put undue reliance on these
forward-looking statements. Neither Nature's Miracle nor Agrify
gives any assurance that it will achieve its expectations.
Company Contact
George
Yutuc
Chief Financial Officer
George.yutuc@nature-miracle.com
Investor Relations Contact
Shannon Devine/Rory
Rumore
MZ North America
Main: 203-741-8811
NMHI@mzgroup.us
Agrify Investor Relations
IR@agrify.com
(857) 256-8110
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SOURCE Nature's Miracle Holding Inc.