- NS Agro is a holding company of agricultural inputs
retailers in Chile and Peru, specializing in crop protection,
fertilizers, seeds and specialty products
- Acquisition is part of Lavoro’s continued expansion plans
and marks Lavoro’s entry into the Chilean and Peruvian
markets
- Lavoro, Brazil’s largest agricultural inputs retailer and a
leading provider of biologics inputs, announced last month its
intent to become the first US-listed pure-play Latin American
agricultural inputs retailer through a business combination with
The Production Board’s Special Purpose Acquisition Company, TPB
Acquisition Corporation I
Lavoro Group announced today an agreement to acquire
agricultural supplies company NS Agro in a sustained expansion push
throughout Latin America.
NS Agro is a holding company of agricultural inputs retailers in
Chile and Peru, specializing in crop protection, fertilizers, seeds
and specialty products. NS Agro is a leading independent ag inputs
retailer in the region, with a coverage area extending to all of
Chile’s farming zones.
Already Brazil’s largest agricultural inputs retailer by revenue
and market share, Lavoro has acquired more than 20 small- and
medium-sized companies since its founding in 2017. Lavoro has a
broad geographical presence in Brazil, Colombia and an early-stage
input trading company in Uruguay; NS Agro marks Lavoro’s entry into
the Chilean and Peruvian markets and makes Lavoro one of the top
retailers in these markets.
Lavoro offers farmers a comprehensive portfolio of agriculture
input products including seed, fertilizer, crop protection,
emerging biologics and other specialty products. Lavoro’s technical
sales representatives meet with more than 53,000 customers on farms
and at retail locations to help plan, purchase the right inputs,
and manage farming operations to optimize farm outcomes.
Lavoro’s vertically-integrated crop inputs business, “Crop
Care,” is a major supplier of biologics and specialty fertilizers
in Brazil. Operating at the forefront of agriculture technology,
the company’s portfolio of proprietary biologics enables farmers to
protect their crops from disease, pests, and weeds without the
carbon and environmental persistence of traditional synthetic crop
chemistry – while helping to improve soil health and productivity
with lesser need for synthetic fertilizers.
Demonstrated M&A playbook
According to the terms of the agreement, Lavoro intends to
acquire a majority ownership stake of NS Agro, a holding company
that includes businesses in Chile (Martinez y Valdivieso,
Agroadvance, and Agroscreening) and in Peru (Cytoperu). The group’s
revenue in 2021 was more than US$ 190 million in the aggregate.
Martinez y Valdivieso, which represents the majority of NS
Agro’s revenues, is one of the largest distributors of agricultural
inputs in Chile, with 25 stores and more than seven thousand
customers. Agroadvance researches, develops and commercializes
innovative products such as biologicals for crop protection,
biostimulants, plant nutrition and speciality products.
The transaction also includes Agroscreening, an analysis
services laboratory, and Cytoperu, which focuses on table grape and
blackberry farmers, and has five retail locations in Peru.
“We expect to continue gaining market share in Chile for years,
both in the crop protection and in the plant nutrition market. In
Peru, we plan to continue Cytoperu's growth trajectory, expanding
its solutions to other crops,” said Lavoro CEO Ruy Cunha. “It goes
without saying that NS Agro’s current management team will continue
to lead the business with the full support of Lavoro, in line with
our winning acquisition strategy and in line with our corporate
values.”
“Lavoro’s agreement to acquire NS Agro underscores the success
and scalability of our M&A playbook and makes us confident that
we can achieve our projections,” said Gustavo Modenesi, Chief
Marketing & Transformation Officer of Lavoro.
The transaction is subject to standard closing conditions.
Lavoro announced last month its intent to become the first
US-listed pure-play Latin American agricultural inputs retailer
through a business combination with The Production Board’s (“TPB”)
Special Purpose Acquisition Company, TPB Acquisition Corporation I
(“TPB Acquisition Corp.”).
The transaction aims to bring together The Production Board’s
agriculture technology expertise and Lavoro’s portfolio of
businesses and market penetration to help transform Latin America
into a global breadbasket, improving global food security and
sustainability.
About Lavoro Lavoro is Brazil’s largest
agricultural inputs retailer and a leading provider of agriculture
biologics inputs. Through a complete portfolio, Lavoro empowers
farmers to adopt breakthrough technology and boost productivity.
Founded in 2017, Lavoro has a broad geographical presence,
operating in Brazil, Colombia, and having an early-stage input
trading company in Uruguay. Lavoro’s 878 technical sales
representatives meet with more than 53,000 customers on farms and
at 193 retail locations multiple times per year to help them plan,
purchase the right inputs, and manage their farming operations to
optimize outcomes.
Learn more about Lavoro at www.lavoroagro.com.br.
About The Production Board Founded by David
Friedberg, The Production Board is a venture foundry and investment
holding company established to solve the most fundamental problems
that affect our planet by reimagining global systems of production
across food, agriculture, biomanufacturing, human health, and the
broader life sciences. TPB builds businesses based on emerging
scientific discoveries, partners with exceptional talent, and
provides them with the capital, infrastructure and market insights
needed to deliver meaningful improvement in the cost, energy, time,
or carbon footprint of conventional systems. TPB is backed by
leading strategic and financial investors, including Alphabet,
Allen & Company LLC, Cascade, and funds and accounts managed by
BlackRock, Baillie Gifford, Koch Disruptive Technologies,
Counterpoint Global (Morgan Stanley), Foxhaven Asset Management,
and Arrowmark Partners. Learn more about our work at
www.tpb.co.
Additional Information and Where to Find It The
proposed business combination will be submitted to shareholders of
TPB Acquisition Corp. for their consideration. Lavoro has filed a
registration statement on Form F-4 (the “Registration Statement”),
which includes a preliminary proxy statement to be distributed to
TPB Acquisition Corp.’s shareholders in connection with TPB
Acquisition Corp.’s solicitation for proxies for the vote by TPB
Acquisition Corp.’s shareholders in connection with the proposed
business combination and other matters as described in the
Registration Statement, as well as the prospectus relating to the
offer of the securities to be issued in connection with the
completion of the proposed business combination. TPB Acquisition
Corp.’s shareholders and other interested persons are advised to
read the preliminary proxy statement / prospectus and any
amendments thereto and, once available, the definitive proxy
statement / prospectus, in connection with TPB Acquisition Corp.’s
solicitation of proxies for its special meeting of shareholders to
be held to approve, among other things, the proposed business
combination, because these documents contain important information
about TPB Acquisition Corp., Lavoro and the proposed business
combination. Shareholders may also obtain a copy of the preliminary
or definitive proxy statement, once available, as well as other
documents filed with the SEC regarding the proposed business
combination and other documents filed with the SEC by SPAC, without
charge, at the SEC’s website located at www.sec.gov or by directing
a written request to: TPB Acquisition Corporation I, 1 Letterman
Drive, Suite A3-1, San Francisco, CA 94129.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN
APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY
AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS
OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION
CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
Participants in Solicitation TPB Acquisition Corp.,
Lavoro and their directors and executive officers may be deemed to
be participants in the solicitation of proxies from TPB Acquisition
Corp.’s shareholders in connection with the proposed transaction. A
list of the names of the directors and executive officers of TPB
Acquisition Corp. and Lavoro and information regarding their
interests in the proposed business combination is set forth in the
Registration Statement. You may obtain free copies of these
documents as described in the preceding paragraph.
Forward-Looking Statements This press release does
not constitute an offer to sell or the solicitation of an offer to
buy any securities, or a solicitation of any vote or approval, nor
shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction.
Certain statements made in this press release are “forward
looking statements” within the meaning of the “safe harbor”
provisions of the United States Private Securities Litigation
Reform Act of 1995. Forward-looking statements may be identified by
the use of words such as “aims,” “estimate,” “plan,” “project,”
“forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,”
“seek,” “target” or other similar expressions that predict or
indicate future events or trends or that are not statements of
historical matters. These forward-looking statements include, but
are not limited to, statements regarding the growth of Lavoro’s
business and its ability to realize expected results; the viability
of Lavoro’s growth strategy, including with respect to its ability
to grow market share in Brazil, Latin America and globally, and
consummate acquisitions; opportunities, trends and developments in
the agricultural input industry, the expected benefits of the
business combination; and the satisfaction of closing conditions to
any business combination and any related financing. These
forward-looking statements are provided for illustrative purposes
only and are not intended to serve as, and must not be relied on by
any investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and
circumstances are difficult or impossible to predict and will
differ from assumptions. Many actual events and circumstances are
beyond the control of Lavoro and TPB Acquisition Corp.
These forward-looking statements are subject to a number of
risks and uncertainties, including but not limited to, the
inability of the parties to successfully or timely consummate the
proposed business combination, including the risk that any required
regulatory approvals are not obtained, are delayed or are subject
to unanticipated conditions that could adversely affect the
combined company or the expected benefits of the proposed business
combination or that shareholder approval will not be obtained; the
risk that the transaction may not be completed by TPB Acquisition
Corp.’s business combination deadline and the potential failure to
obtain an extension of the business combination deadline if sought
by TPB Acquisition Corp.; the failure to satisfy the conditions to
the consummation of the proposed transaction, including the
adoption of the proposed business combination Agreement by the
shareholders of TPB Acquisition Corp.; the lack of a third party
valuation in determining whether or not to pursue the proposed
transaction; the occurrence of any event, change or other
circumstance that could give rise to the termination of the
proposed business combination Agreement; the effect of the
announcement or pendency of the proposed transaction on Lavoro’s
business relationships, operating results, and business generally;
risks that the proposed transaction disrupts current plans and
operations of Lavoro and potential difficulties in employee
retention as a result of the proposed transaction; the outcome of
any legal proceedings that may be instituted against Lavoro, TPB
Acquisition Corp. or the combined company related to the proposed
business combination Agreement or the proposed transaction; the
ability to maintain the listing of TPB Acquisition Corp.’s
securities on a national securities exchange; the price of TPB
Acquisition Corp.’s securities may be volatile due to a variety of
factors, including changes in the competitive and regulated
industries in which TPB Acquisition Corp. plans to operate or
Lavoro operates, variations in operating performance across
competitors, changes in laws and regulations affecting TPB
Acquisition Corp.’s or Lavoro’s business; Lavoro’s inability to
meet or exceed its financial projections and changes in the
combined capital structure; changes in general economic conditions,
including as a result of the COVID-19 pandemic; the ability to
implement business plans, forecasts, and other expectations after
the completion of the proposed transaction, and identify and
realize additional opportunities; changes in domestic and foreign
business, market, financial, political and legal conditions; the
occurrence of any event, change or other circumstance that could
give rise to the termination of the proposed business combination
Agreement; the outcome of any potential litigation, government and
regulatory proceedings, investigations and inquiries and other
risks and uncertainties indicated from time to time in the final
prospectus of TPB Acquisition Corp. for its initial public offering
and the proxy statement/prospectus filed by Lavoro relating to the
proposed business combination or in the future, including those
under “Risk Factors” therein, and in TPB Acquisition Corp.’s other
filings with the SEC. If any of these risks materialize or our
assumptions prove incorrect, actual results could differ materially
from the results implied by these forward-looking statements. There
may be additional risks that neither TPB Acquisition Corp. nor
Lavoro presently know or that TPB Acquisition Corp. nor Lavoro
currently believe are immaterial that could also cause actual
results to differ from those contained in the forward-looking
statements.
In addition, forward-looking statements reflect TPB Acquisition
Corp.’s and Lavoro’s expectations, plans or forecasts of future
events and views as of the date of this press release. TPB
Acquisition Corp. and Lavoro anticipate that subsequent events and
developments will cause TPB Acquisition Corp.’s or Lavoro’s
assessments to change. However, while TPB Acquisition Corp. and the
TPB Acquisition Corp. may elect to update these forward-looking
statements at some point in the future, TPB Acquisition Corp. and
Lavoro specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as
representing TPB Acquisition Corp.’s or Lavoro’s assessments as of
any date subsequent to the date of this press release. Accordingly,
undue reliance should not be placed upon the forward-looking
statements.
No Offer or Solicitation This press release and/or
other information does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. This communication and/or
other information relates to a potential financing through a
private placement of common stock of a newly formed holding company
to be issued in connection with the transaction. This communication
shall not constitute a “solicitation” as defined in Section 14 of
the Securities Exchange Act of 1934, as amended.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20221011006038/en/
For Lavoro: Guilherme Nascimento
guilherme.augusto@lavoroagro.com.br +55 66 9 9911-3093 Fernanda
Rosa fernanda.rosa@lavoroagro.com +55 41 9 9911-2712 For
TPB: Rachel Konrad rachel@tpb.co, +1-650-924-5471
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