- Above Food is a scaled, innovative food company leveraging its
vertically integrated supply chain to deliver differentiated
ingredients to ~260 customers globally and consumer products to
~35,000 retail points of distribution
- Well-positioned in a high-growth, US$200 billion plant-based
market with multiple macroeconomic demand drivers, including food
scarcity and insecurity, global supply chain disruption, ESG and
sustainability and deepening sector appeal
- Above Food’s vertically integrated sourcing, traceability
systems, and regenerative supply chain enables a “Seed-to-Fork”
platform that supports a complementary portfolio of ingredients and
consumer products
- Established global distribution network and customer contracts
drive predictable revenue
- Above Food is a high-growth business with projected fiscal year
through January 2024 revenue of US$482 million and Adjusted
EBITDA1 of approximately US$23 million, representing 80% two
year revenue CAGR. Above Food has a long-term Adjusted EBITDA
margin target of approximately 15%
- Proposed transaction implies a pro forma enterprise value of
approximately US$319 million, representing a multiple of 13.66x on
fiscal year ending in January of 2024 Adjusted EBITDA, and a 0.66x
Revenue multiple
- Expected to provide Above Food with approximately US$44 million
of gross proceeds, of which US$9 million has already been
committed, to fund future facility development and working capital
purposes
Above Food Corp. (“Above Food” or the “Company”), an innovative
food company leveraging its vertically integrated supply chain to
deliver differentiated ingredients and consumer products, and Bite
Acquisition Corp. (NYSE AMERICAN: BITE) (“Bite”), a special purpose
acquisition company, today announced that they have entered into a
definitive business combination agreement, which values the Company
at a pro forma enterprise value of approximately US$319 million.
Upon closing of the proposed transaction, Above Food will become a
public company and is expected to be listed on the NYSE under the
new ticker symbol "ABVE”.
Above Food is a differentiated, vertically integrated,
plant-based ingredient and food company dedicated to regenerative
agriculture and sustainable food technologies that create a
healthier world. Above Food delivers nutritious food ingredients to
its customers with traceability and sustainability, with margin
enhancement that comes from maintaining oversight across the entire
production value chain from seed to fork.
Above Food Chair, President and Chief Executive Officer Lionel
Kambeitz stated, “We started Above Food with the intent to drive
positive change across the entire food chain. More recently, as
food insecurity escalates and the global food supply chain becomes
more fragile and subject to disruption, we believe Above Food is
well-positioned to ensure communities and consumers around the
globe have access to nutritious ingredients that are grown and
harvested according to sustainable farming methods.
“While our business spans regenerative agriculture, ingredients
manufacturing, and consumer products – we believe the way in which
we bring these businesses together makes Above Food a novel and
differentiated solution to help tackle these growing global issues.
We take custody of quality plant proteins from some of the best
growing regions in the world, we utilize our complementary physical
asset base of ingredient terminals and rail cars to consolidate our
sourcing, and then we leverage those assets to create sought after
and differentiated ingredients and CPG brands to generate value and
enhance our margins.”
Alberto Ardura, Chair and CEO of Bite Acquisition Corp., said,
“Our goal was to partner with an industry-leading, differentiated
food company with strong fundamentals. We believe we found that
combination in Above Food with its novel approach to driving value
within the specialty ingredient and consumer products industry, and
a highly energized and experienced management with great vision of
where this industry is going to transition.
“We believe Above Food will be a first-of-its-kind public
company within the food-based specialty ingredients sector –
utilizing a vertically integrated business model that leverages its
own source of supply and distribution infrastructure to create
higher value formulations and products for the benefit of
downstream customers in the ingredients and CPG space. This
Seed-to-Fork platform allows for unique synergies that aren’t
typically found in one place in the food industry, and we expect
that will translate directly to a very attractive margin expansion
that shareholders will enjoy for many years to come.”
Above Food’s Investment Highlights
- Above Food leverages its vertically integrated sourcing,
traceability systems and regenerative supply chain to enable a
“Seed-to-Fork” platform that supports a synergistic portfolio of
ingredients and consumer products.
- Ownership and control of its supply chain entry points allow
for superior economics supported by advantageous margins and
sustainable long-term growth drivers.
- US$200+ billion total addressable market opportunity across key
plant-based substitute categories and other adjacencies, fueled by
favorable macroeconomic tailwinds, including rising food insecurity
and increasing supply chain risks.
- Scaled and profitable operator servicing a diverse base of more
than 260 top-quality customers and a footprint of over 35,000
retail points of distribution.
- Owned and efficient production and processing facilities,
capable of producing US$650 million of revenues (over twice the
revenue they produced in fiscal year ended on January 2023),
coupled with direct distribution channels enable higher margins and
improved efficiencies.
- Verification of quality and integrity through extensive food
safety and food supply certifications, including BRC AA, HACCP,
Regenerative Organic Certified (ROC), Gluten Free Certification
Organization (GFCO), USDA Organic, Certified Kosher (COR), Vegan,
Tested Glyphosate Clean, and Non-GMO Verified.
- Ownership and control of proprietary seed genetics, and ongoing
trait improvements through agronomy, production protocols and
natural genetic selection.
- Established industry leadership with extensive experience
across the food production ecosystem and a strong commitment to
Environmental, Social, and Governance (ESG) practices and
standards.
Transaction Overview
The proposed transaction reflects a pro forma enterprise
valuation of approximately US$319 million. Consideration will be
100% in the form of rollover shares and the proposed transaction is
expected to provide approximately US$44 million of gross proceeds
to fund future facility development and working capital. Above Food
has already received US$9 million of investments from several
high-profile strategic and financial investors including Lexington
Capital (an alternative investments and development group focused
on food & agriculture, water and real estate) and Grupo Vida
(one of the largest oat manufacturers in the Americas with
production and facilities in Mexico, Canada and Chile). These
investors' financial commitment to Above Food is expected to
generate significant commercial and operational synergies for Above
Food in the years to come.
The transaction has been unanimously approved by the Board of
Directors of Above Food and Bite, and closing, expected for the
second half of 2023, is subject to satisfaction of customary
closing conditions, including the approval of Bite
shareholders.
Additional information about the proposed transaction, including
a copy of the business combination agreement and investor
presentation, will be provided in one or more Current Reports on
Form 8-K to be filed by Bite with the Securities and Exchange
Commission (“SEC”) and will be made available on the Above Food
investor relations page at https://abovefood.com/investors.
Management and Governance
Existing Above Food shareholders, including management will roll
over 100% of their equity into the combined company, and will
remain majority shareholders with an approximate 70% ownership
following the closing of the business combination.
Following the closing of the transaction, Above Food’s
management team will continue to lead the Company. Key executives
include Lionel Kambeitz, Chair, President, and Chief Executive
Officer; Jason Zhao, Chief Financial Officer; Martin Williams,
President and Chief Innovation Officer of Above Food Brands, Inc.
(a wholly owned subsidiary of Above Food); Tyler West, CEO and
President, Purely Canada Foods (a wholly owned subsidiary of Above
Food); and Donato Sferra, Executive Vice President and Chief
Corporate Development Officer.
At closing, Above Food’s Board of Directors will be comprised of
seven members, three of whom will be co-nominated by Bite and
certain strategic investors, and four of whom will be nominated by
Above Food.
Webcast Information
Bite and Above Food management will host an investor conference
call to discuss the proposed transaction today, May 1, 2023 at 8:30
a.m. ET.
To listen to the prepared remarks via telephone, dial 1 (800)
343-4849 (U.S.) or 1 (203) 518-9814 (international) and provide the
conference ID “FOOD” to the operator. The remarks can also be
accessed via webcast, which can be found on Above Food’s investor
relations website or by clicking here. A replay will be available
by accessing the webcast.
Advisors
BMO Capital Markets and EarlyBirdCapital are acting as financial
advisors and capital markets advisors to Bite. BMO Capital Markets
and ATB Capital Markets will act as co-lead placement agents in
conjunction with EarlyBirdCapital, Haywood Securities, and Gravitas
Finance, who will act as placement agents in connection with a
PIPE. Latham & Watkins LLP and Gowling WLG (Canada) LLP are
acting as legal counsels to Above Food. Greenberg Traurig LLP and
MLT Aikins LLP are acting as legal counsels to Bite. Davis Polk
& Wardwell LLP is acting as legal counsel to BMO Capital
Markets.
About Above Food
Above Food Corp. is a differentiated, regenerative ingredient
company that celebrates delicious products made with real
nutritious, flavorful ingredients and delivered with transparency.
Above Food’s vision is to create a healthier world — one seed, one
field, and one bite at a time. With a robust chain of custody of
plant proteins, enabled by scaled operations and infrastructure in
primary agriculture and processing, Above Food delivers nutritious
foods to businesses and consumers with traceability and
sustainability. Above Food’s consumer products and brands are
available online at www.abovefood.com and in leading grocers across
Canada and the United States.
About Bite Acquisition Corp.
Bite Acquisition Corp is a special purpose acquisition company
formed for the purpose of effecting a merger, stock exchange, asset
acquisition, stock purchase, reorganization or similar business
combination with one or more businesses. Bite is led by Chair and
CEO Alberto Ardura and a team of successful industry executives,
and venture capital investors who have long track records of
operating business in the restaurant and food industries.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements included in this Press Release that are not
historical facts are forward-looking statements for purposes of the
safe harbor provisions under the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements generally
are accompanied by words such as “believe,” “may,” “will,”
“estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,”
“would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,”
“outlook,” and similar expressions that predict or indicate future
events or trends or events that are not statements of historical
matters. These forward-looking statements include, but are not
limited to, statements regarding estimates and forecasts of
financial and performance metrics and projections of market
opportunity. These statements are based on various assumptions,
whether or not identified in this Press Release, and on the current
expectations of Above Food’s and Bite’s management and are not
predictions of actual performance. 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 Above
Food and Bite. These forward-looking statements are subject to a
number of risks and uncertainties, including (i) changes in
domestic and foreign business, market, financial, political and
legal conditions; (ii) the inability of the parties to successfully
or timely consummate the proposed transaction, 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, the expected benefits of the
proposed transaction or that the approval of the stockholders of
Bite or Above Food is not obtained, any of the other conditions to
closing are not satisfied or that events or other circumstances
give rise to the termination of the business combination agreement
relating to the proposed transaction; (iii) changes to the
structure of the proposed transaction that may be required or
appropriate as a result of applicable laws or regulations or as a
condition to obtaining the necessary regulatory approvals; (iv) the
ability to meet stock exchange listing standards following the
consummation of the proposed transaction; (v) the risk that the
proposed transaction disrupts current plans and operations of Above
Food as a result of the announcement and consummation of the
proposed transaction; (vi) failure to realize the anticipated
benefits of the proposed transaction, which may be affected by,
among other things, competition, the ability of the combined
company to grow and manage growth profitably, maintain
relationships with customers and suppliers and retain its
management and key employees; (vii) costs related to the proposed
transactions; (viii) changes in applicable law or regulations; (ix)
risks relating to the uncertainty of the projected financial
information with respect to Above Food; (x) the outcome of any
legal proceedings that may be instituted against Bite or Above
Food; (xi) the effects of competition on Above Food’s future
business; (xii) the impact of the COVID-19 pandemic on Above Food’s
business; (xiii) the ability of Bite or the combined company to
issue equity or equity-linked securities or obtain debt financing
in connection with the proposed transaction or in the future; (xiv)
the enforceability of Above Food’s intellectual property rights,
including its copyrights, patents, trademarks and trade secrets,
and the potential infringement on the intellectual property rights
of others; (xv) Above Food’s ability to execute its planned
acquisition strategy, including to successfully integrate completed
acquisitions and realize anticipated synergies; and (xvi) those
factors discussed under the heading “Risk Factors” in Bite's Annual
Report on Form 10-K for the fiscal year ended December 31, 2022,
filed with the SEC on March 31, 2023, and other documents filed, or
to be filed, by Bite and/or Above Food (in case of Above Food,
pursuant to the business combination agreement, through 2510169
Alberta Inc., an Alberta corporation and a direct, wholly owned
subsidiary of Above Food (“TopCo”) 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 none
of Bite or Above Food presently know or that Bite or Above Food
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 Bite’s
and Above Food’s expectations, plans or forecasts of future events
and views as of the date of this Press Release. Bite and Above Food
anticipate that subsequent events and developments may cause Bite’s
and Above Food’s assessments to change. However, while Bite and
Above Food may elect to update these forward-looking statements at
some point in the future, Bite and Above Food specifically disclaim
any obligation to do so. Nothing in this communication should be
regarded as a representation by any person that the forward-looking
statements set forth herein will be achieved or that any of the
contemplated results of such forward-looking statements will be
achieved. Accordingly, undue reliance should not be placed upon the
forward-looking statements. Certain market data information in this
Press Release is based on the estimates of Above Food and Bite
management. Above Food and Bite obtained the industry, market and
competitive position data used throughout this Press Release from
internal estimates and research as well as from industry
publications and research, surveys and studies conducted by third
parties. Above Food and Bite believe their estimates to be accurate
as of the date of this Press Release. However, this information may
prove to be inaccurate because of the method by which Above Food or
Bite obtained some of the data for its estimates or because this
information cannot always be verified due to the limits on the
availability and reliability of raw data and the voluntary nature
of the data gathering process.
Important Information
This press release does not contain all the information that
should be considered concerning the proposed transaction and is not
intended to form the basis of any investment decision or any other
decision in respect of the proposed transaction. In connection with
the proposed transaction, Bite and Above Food, through TopCo intend
to file with the SEC a registration statement on Form F-4 (the
“Registration Statement”), including a proxy statement/prospectus
relating to the proposed transaction, which will be mailed once
definitive to holders of Bite’s common stock in connection with
Bite’s solicitation of proxies for the vote by Bite’s stockholders
regarding the proposed transaction and related matters, as will be
described in the Registration Statement, and including a prospectus
relating to, among other things, the offer of the securities to be
issued by TopCo in connection with the proposed transaction.
Investors and security holders and other interested parties are
urged to read the proxy statement/prospectus, and any amendments
thereto and any other documents filed with the SEC when they become
available, carefully and in their entirety because they will
contain important information about Bite, Above Food and the
proposed transaction. Investors and security holders may obtain
free copies of the preliminary proxy statement/prospectus and
definitive proxy statement/prospectus (when available) and other
documents filed with the SEC by Bite or TopCo through the website
maintained by the SEC at http://www.sec.gov. These documents (when
they are available) can also be obtained free of charge from Bite
upon written request to Bite by emailing
alberto@biteacquisitioncorp.com.
Non-GAAP Financial Measures
This press release includes certain financial measures not
presented in accordance with generally accepted accounting
principles in the United States (“GAAP”), including, but not
limited to Adjusted EBITDA, Adjusted EBITDA Margin and certain pro
forma financial data, in each case presented on a non-GAAP basis,
and certain ratios and other metrics derived therefrom. The Company
defines Adjusted EBITDA as earnings before interest expense, taxes,
depreciation and amortization, adjusted for non-recurring items
that are infrequent or abnormal to the company’s normal operations
resulting from discontinued operations, extraordinary items,
unusual or infrequent items, and changes resulting from changes in
accounting policies/principles, and Adjusted EBITDA Margin as
Adjusted EBITDA divided by revenues. A reconciliation of certain of
these non-GAAP financial measures to their most comparable GAAP
measure is set forth in the appendix of the investor presentation
furnished with Bite’s Current Report on Form 8-K.
These non-GAAP financial measures are not measures of financial
performance in accordance with GAAP and may exclude items that are
significant in understanding and assessing the Company’s financial
results. Therefore, these measures should not be considered in
isolation or as an alternative to net income, cash flows from
operations or other measures of profitability, liquidity or
performance under GAAP. You should be aware that the Company’s
press release of these measures may not be comparable to
similarly-titled measures used by other companies. The Company
believes these non-GAAP measures of financial results provide
useful information to management and investors regarding certain
financial and business trends relating to the Company’s financial
condition and results of operations. The Company believes that
these non-GAAP financial measures provide an additional tool for
investors to use in evaluating ongoing operating results and trends
in and in comparing the Company’s financial measures with other
similar companies, many of which present similar non-GAAP financial
measures to investors. These non-GAAP financial measures are
subject to inherent limitations as they reflect the exercise of
judgments by management about which expense and income are excluded
or included in determining these non-GAAP financial measures. This
press release also includes certain projections of non-GAAP
financial measures. Due to the high variability and difficulty in
making accurate forecasts and projections of some of the
information excluded from these projected measures, together with
some of the excluded information not being ascertainable or
accessible, the Company is unable to quantify certain amounts that
would be required to be included in the most directly comparable
GAAP financial measures without unreasonable effort. Consequently,
no disclosure of estimated comparable GAAP measures is included and
no reconciliation of the forward-looking non-GAAP financial
measures is included.
Participants in the Solicitation
Bite and Above Food and their respective directors and certain
of their respective executive officers, other members of management
and employees, under SEC rules, may be considered participants in
the solicitation of proxies with respect to the proposed
transaction. Information about the directors and executive officers
of Bite is included in Bite’s Annual Report on Form 10-K, filed
with the SEC on March 31, 2023, which is available free of charge
at the SEC’s website at www.sec.gov. Additional information
regarding the participants in the proxy solicitation and a
description of their direct interests, by security holdings or
otherwise, will be set forth in the Registration Statement and
other relevant materials to be filed with the SEC regarding the
proposed transaction by Bite or TopCo. Stockholders, potential
investors and other interested persons should read the Registration
Statement (when available) carefully before making any voting or
investment decisions. These documents, when available, can be
obtained free of charge from the sources indicated above.
No Offer or Solicitation
This communication is for informational purposes only and is not
intended to and shall not constitute an offer to sell or exchange,
or the solicitation of an offer to sell, exchange, buy or subscribe
for any securities or a solicitation of any vote of approval, nor
shall there be any sale, issuance or transfer 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. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended, and otherwise in accordance with applicable law.
1 Adjusted EBITDA is a non-GAAP measure.
Refer to the investor presentation furnished with the Securities
and Exchange Commission today by Bite Acquisition Corp. for more
information, including a reconciliation of Adjusted EBITDA for
historical periods to the most comparable GAAP measure.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230501005270/en/
Media: Nathaniel Garnick/Grace Cartwright Gasthalter
& Co. +1 (212) 257-4170 AboveFood@gasthalter.com
Investors: investors@abovefood.com
Bite Acquisition (NYSE:BITE)
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Bite Acquisition (NYSE:BITE)
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