Paine Schwartz Partners to acquire AgroFresh Solutions
AgroFresh Solutions, Inc. today confirmed that the Company entered into a definitive merger agreement with investment funds affiliated with Paine Schwartz Partners, a global leader in sustainable food chain investing, pursuant to which such funds will acquire all of the outstanding common stock of the Company for $3.00 per share in cash.
This represents a 91% premium over the Company’s share price at market close on October 26, 2022, an 88% premium over the Company’s unaffected 60-day volume-weighted average price (“VWAP”) as of October 26, 2022, and a 33% premium over the Company’s 52-week trading high prior to October 26, 2022.
A special committee of independent directors (the “Special Committee”) of the AgroFresh Board of Directors (the “Board”), in consultation with its independent financial and legal advisors, unanimously determined that the merger agreement is advisable, fair to, and in the best interests of, the unaffiliated stockholders of the Company and recommended it for approval by the Board. The merger agreement was subsequently approved by the disinterested members of the Board.
Clint Lewis, Chief Executive Officer for AgroFresh, said, “This transaction marks an important milestone in AgroFresh’s history as the Company embarks on a new chapter as a private company. This transaction with Paine Schwartz will provide enhanced flexibility for AgroFresh to build on its strong foundation and advance its mission of preventing food waste and conserving the planet’s resources for years to come. We are confident that this agreement is in the best interests of the Company and all its stakeholders and represents the best path forward to maximize value for shareholders.”
Kevin Schwartz, Chief Executive Officer of Paine Schwartz, said, “We know AgroFresh well and think highly of its solutions and technologies that enhance the quality and extend the shelf life of fresh produce for the benefit of the food supply chain and resource conservation. As a private company with additional support from Paine Schwartz, AgroFresh will have access to the financial resources it needs to invest further in R&D and expansion efforts, while enabling the Company to address its capital structure. We are pleased to continue our partnership with AgroFresh and look forward to supporting the Company’s long-term growth and success.”
Consummation of the transaction is conditioned on approval of the unaffiliated stockholders of the Company and is subject to other customary closing conditions. The transaction is expected to close in the first quarter of 2023.
Perella Weinberg Partners LP is serving as financial advisor to the Special Committee and Morris, Nichols, Arsht & Tunnell LLP is serving as legal counsel to the Special Committee. Morrison & Foerster LLP is serving as legal counsel to the Company. Evercore is serving as financial advisor to Paine Schwartz and Kirkland & Ellis LLP is serving as legal counsel to Paine Schwartz.
AgroFresh (Nasdaq: AGFS) is an AgTech innovator and global leader with a mission to prevent food loss/waste and conserve the planet’s resources by providing a range of science-based solutions, data-driven digital technologies, and high-touch customer services. AgroFresh supports growers, packers, and retailers with solutions across the food supply chain to enhance the quality and extend the shelf life of fresh produce. The AgroFresh organization has 40 years of post-harvest experience across a broad range of crops, including revolutionizing the apple industry with the SmartFresh™ Quality System for more than 20 years. This is powered by a comprehensive portfolio that includes plant-based coatings, equipment and proprietary solutions that help improve the freshness supply chain from harvest to the home. To learn more about AgroFresh’s product freshness solutions visit www.agrofresh.com.
About Paine Schwartz Partners
A global leader in sustainable food chain investing, Paine Schwartz Partners is a private equity firm focused exclusively on investment opportunities in the fast-growing, dynamic global food and agribusiness sectors. The firm’s investment, operations and finance professionals invest throughout cycles across the food and agribusiness value chain and bring a collaborative and active management approach to portfolio companies. For further information, please see www.paineschwartz.com.