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Lavoro Group has just announced an agreement to acquire the equity stake in the Chilean company NS Agro, in a strategy of continuous expansion throughout Latin America.
NS Agro is an agricultural input distributors holding operating in Chile and Peru. The company focus on the cultures protection, fertilizers, seeds and specialties. NS Agro is one of the main independent distributors of agricultural inputs in the region, with a coverage area that extends to all agricultural zones in Chile.
Lavoro, which is the largest brazilian agricultural inputs distributor and redistributor, in relation to the revenue and market share, has acquired more than 20 small and medium-sized companies since its founding in 2017. The company has a broad geographic presence in Brazil and Colombia and an early stage operation in Uruguay. NS Agro marks Lavoro’s entry into the Chilean and Peruvian markets and makes the company one of the largest distributors in these markets.
Lavoro offers farmers a comprehensive portfolio of agricultural products, including seeds, fertilizers, crop protection, biologicals and specialties. Lavoro’s technical sales representatives meet with more than 53,000 customers on their farms and in their 193 stores, to help them to planning and purchase the correct inputs, beyond to contribute to manage your agricultural operations in order to optimize results.
The agricultural inputs segment integrated vertically to Lavoro, “CropCare”, is a relevant supplier of biological inputs and special fertilizers in Brazil. Operating at the agricultural technology vanguard, Lavoro’s portfolio of patented biologicals enables farmers to protect their crops from disease, pests and weeds – without the carbon and environmental persistence present in the traditional chemical crops treatment – while contributing to improved soil health and productivity, with less need for synthetic chemical fertilizers.
Acquisitions Statement
According to the agreement terms, Lavoro intends to acquire a majority stake in NS Agro, a holding company that includes companies in Chile (Martinez y Valdivieso, Agroadvance and Agroscreening) and in Peru (Cytoperu). The group’s 2021 revenues were more than US＄ 190 million in total.
Martinez y Valdivieso, which represents the largest share of NS Agro’s revenues, is one of the largest agricultural inputs distributors in Chile, with 25 stores and more than 7,000 customers. The Agroadvance research develops and markets innovative products, such as biological products for crop protection, biostimulants, plant nutrition products and specialties.
The transaction also includes Agroscreening, an analysis services laboratory, and Cytoperu, which focuses on serving table grapes and blackberries, and has five stores in Peru.
“We expect to continue to gain market share in Chile for years to come, both in the crop protection and plant nutrition sectors. In Peru, we plan to continue Cytoperu’s growth trajectory, expanding its solutions to other cultures”, said Ruy Cunha, Lavoro CEO. “The current NS Agro management equip shall continue to lead the business with the full support of Lavoro, in line with our winning acquisition strategy and our corporate values”.
“Lavoro’s agreement to acquire NS Agro consolidates the success and scalability of our M&A agenda and makes us confident that we can achieve our projections”, says Gustavo Modenesi, Chief Marketing & Transformation Officer at Lavoro.
The transaction is subject to normal closing conditions.
Lavoro announced last month its intention to become the first Latin American agricultural input distributor with shares listed on the USA stock exchange, through a business combination with The Production Board’s (“TPB”) Special Purpose Acquisition Company, TPB Acquisition Corporation I (“TPB Acquisition Corp.”).
The operation aims to bring together The Production Board’s agricultural technology expertise and Lavoro’s business portfolio and market penetration to help transform Latin America into a global breeding ground, improving global food safety and sustainability.
About Lavoro
Lavoro is the Brazilian largest distributor of agricultural inputs and one of the main suppliers of agricultural biological inputs in the region. Through a complete portfolio, Lavoro empowers farmers to adopt innovative technologies and boost productivity. Founded in 2017, the Company has a wide geographic presence, operating in Brazil, Colombia and through an early stage trading company in Uruguay. Its 878 technical sales representatives meet with more than 53,000 customers on their farms and in Lavoro’s 193 stores to help them plan and buy the right inputs, in addition to contributing to the management of your agricultural operations, in order to optimize results. Learn more about Lavoro in the website.
About The Production Board
Founded by David Friedberg, The Production Board is a venture merger and investment holding company created to solve the most fundamental problems that affects our planet, reimagining global production systems in food, agriculture, biomanufacturing, human health and the broader life sciences. TPB builds businesses on emerging scientific discoveries, partners with exceptional talent and provides them with the capital, infrastructure and market insights needed to deliver significant improvements in the cost, energy, time or conventional systems carbon footprint. TPB is backed by leading strategic and financial investors in the market, 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 TPB website.
Additional information and where to found them
The proposed business combination will be submitted to the TPB Acquisition Corp shareholders for your considerations. Lavoro has filed a Registration Statement on Form F-4 (the “Registration Statement”), which includes a preliminary proxy statement to be distributed to shareholders of TPB Acquisition Corp. in connection with the solicitation to vote regarding the proposed business combination and other matters described in the Registration Statement, as well as the prospectus relating to the securities offering to be issued, in connection with the completion of the proposed business. The TPB Acquisition Corp shareholders and other interested persons are advised to read the preliminary proxy statement/prospectus and any changes to it, once it is available, the definitive proxy statement/prospectus, in connection with the solicitation of proxies from TPB Acquisition Corp. The extraordinary shareholders’ meeting of TPB Acquisition Corp will be conducted to approve, among other things, the proposed business combination, as these documents contain important information about TPB Acquisition Corp and Lavoro. Shareholders may also obtain a preliminary or final proxy statement copy, once available, as well as other documents filed with the SEC relating to the proposed business combination and other documents filed with the SEC by SPAC, charge’ free, on the SEC website located at the website or by submitting a written request to: TPB Acquisition Corporation I, 1 Letterman Drive, Suite A3-1, San Francisco, CA 94129.
THE INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY SEC OR ANY OTHER REGULATORY AUTHORITY, NOR HAS ANY AUTHORITY REGARDING THE MERITS OF THE OFFER OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN BE TRANSMITTED OR ENDORSED. ANY REPRESENTATION OTHERWISE, IT IS A CRIMINAL OFFENSE.
Request Participants
TPB Acquisition Corp., Lavoro and their directors and executive officers may be considered as participants in the attorneys solicitation for the shareholders of TPB Acquisition Corp. 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 relating to your interests in the proposed business combination is set out in the Registration Statement. Free copies of these documents can be obtained, as described in the previous 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 an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any 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 can be identified by the use of words such as “objective”, “estimate”, “plan”, “project”, “anticipate”, “intend”, “expect”, “anticipate”, “believe”, “seek”, “target” or other similar expressions that predict or indicate future events or trends or that are not historical matters statements. These forward-looking statements include, but are not limited to, statements about the growth of Lavoro’s business and its ability to realize expected results, including with respect to its Proforma Revenue, Proforma Adjusted EBITDA, Enterprise Value and Net Debt; the feasibility of Lavoro’s growth strategy, including with respect to its ability to grow market share in Brazil, Latin America and globally, increase revenue from existing customers and completed acquisitions; opportunities, trends and developments in the agricultural inputs sector, including with respect to the future financial performance of the segment; the size of Lavoro’s total addressable market; the expected benefits of the business combination; any indications of interest in the PIPE funding proposal; the closing conditions satisfaction of any business combination and any related financing, the value of redemption requests made by the public shareholders of TPB Acquisition Corp. and the business combination completion, including the anticipated structure and closing date of the transaction and the use of cash proceeds; anticipated management and directors of the resulting issuer; any advance shareholder approvals; and the resulting emitter Proforma property. These statements are based on various assumptions, identified or not in this communication, and the Lavoro management current expectations and TPB Acquisition Corp. and are not predictions of actual performance. This forward-looking statements are provided only to illustrative purposes and are not intended to serve, and should not be considered by any investor, as a guarantee, prediction or definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and differ from assumptions. Many actual events and circumstances are beyond the control of TPB Acquisition Corp. and Lavoro.
These forward-looking statements are subject to a number of risks and uncertainties, including, but not limited to, the parties inability to successfully or timely consummate the proposed business combination, including the risk that necessary regulatory approvals are not obtained, are delayed or are subject to unforeseen conditions, which could adversely affect the combined company or the expected benefits of the proposed business combination or that shareholder approval is not obtained; the risk that the transaction will not be completed by the TPB Acquisition Corp. and the possible failure to obtain a combination term extension if requested by TPB Acquisition Corp.; failure to comply with the conditions for consummation of the proposed transaction, including the adoption of the Business Combination Agreement by the shareholders of TPB Acquisition Corp.; the lack of third-party evaluation to determine whether or not to proceed with the proposed transaction; the occurrence of any event, change or other circumstance that may give rise to termination of the Business Combination Agreement; the effect of the announcement or pendency of the proposed transaction on Lavoro’s business relationships, results of operations and business in general; risks that the proposed transaction will disrupt Lavoro’s current plans and operations and potential difficulties in retaining employees as a result of the proposed transaction; the result of any legal proceedings that may be brought against Lavoro, TPB Acquisition Corp. or the combined company, in connection with the Business Combination Agreement or the proposed transaction; the ability to maintain the listing of TPB Acquisition Corp. securities. on a national stock exchange; the price of the securities of TPB Acquisition Corp. may be volatile due to a variety of factors, including changes in competitive and regulated industries that may affect the business of TPB Acquisition Corp. or Lavoro; 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 upon 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 may give rise to termination of the Business Combination Agreement; the outcome of any potential litigation, governmental 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 to be filed in connection with the proposed or future business combination, including those under “Risk Factors” and in other TPB Acquisition Corp. filings with the SEC. If any of these risks materialize or the 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 currently know or believe to be immaterial, which could also cause actual results to differ from those contained in the forward-looking statements.
Furthermore, forward-looking statements reflect the expectations, plans or forecasts of TPB Acquisition Corp. and Lavoro of future events and visions on the date of this press release. The TPB Acquisition Corp. and Lavoro anticipate that subsequent events and developments will cause the TPB Acquisition Corp. or Lavoro change. Nonetheless, TPB Acquisition Corp. may choose 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 construed as TPB Acquisition Corp. or Lavoro representing valuations on any day after the date of this press release. Therefore, undue reliance should not be placed on forward-looking statements.
Without Offer or Request
This press release and/or other information does not constitute an offer to sell or an offer solicitation to buy any securities, or a solicitation of any vote or approval, nor will there be any sale of securities in any jurisdiction in which such an offer, solicitation or sale is unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This communication and/or other information refer to potential funding through the private placement of ordinary shares of a newly formed holding company to be issued in connection with the transaction. This communication does not constitute a “request” as defined in Section 14 of the Securities Exchange Act of 1934, as amended.
Press Information:
Hill + Knowlton Brasil (LAVORO)
Ana Lívia Lopes | + 55 11 98845-7142
Gisele Gomes | + 55 11 99103-0946
Thiago Salles | +55 11 95602-8627 [email protected]