Agrico Acquisition Corp.
PROPOSED BUSINESS COMBINATION: Kalera AS
ENTERPRISE VALUE: $222 million
ANTICIPATED SYMBOL: KAL
Agrico Acquisition Corp. proposes to combine with Kalera AS, one of the preeminent leafy green vertical farming companies and a leader in plant science for producing high-quality produce in controlled environments.
Kalera is a vertical farming company headquartered in Orlando, Florida. The company produces fresh, nutritious, and excellent tasting leafy greens with minimal environmental impact. It has spent several years optimizing plant nutrient formulas and developing an advanced automation and data acquisition system with Internet of Things, cloud, big data analytics and artificial intelligence. Kalera currently operates farms in Orlando (Florida), Atlanta (Georgia), Houston (Texas), and Kuwait.
SUBSEQUENT EVENT – 5/12/22 – LINK
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On May 12th, 2022, Kalera waived the minimum cash closing condition.
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If the minimum cash condition is not satisfied upon the consummation of the business combination, Agrico’s sponsor promote will be proportionally forfeited as outlined in the sponsor support agreement.
TRANSACTION
- The share exchange ratio implies a pro forma equity valuation of the combined company of $375 million on a fully diluted basis, assuming no redemptions by shareholders of Agrico.
- The transaction, which has been approved by the boards of directors of both of Kalera and Agrico, is expected to close in the second quarter of 2022. The transaction remains subject to approval by both Agrico and Kalera shareholders, as well as other customary closing conditions.
- In addition to shares of Agrico common stock, Kalera shareholders will receive one contractual Contingent Value Right per share of common stock that will entitle them to receive up to two stock payments upon the achievement of certain milestones. Each stock payment will consist of shares representing 5% of the fully diluted equity of Kalera at the date of completion of the Transaction.
PIPE
- There is no PIPE for the deal at this time.
EARNOUT
Company
- The Kalera Shareholders (except Pubco) will receive shares in the capital of Pubco and contractual contingent value rights (each a “CVR”), which represent the right to receive up to two contingent payments of Pubco Ordinary Shares
- The holders of the Kalera Options will receive options in the capital of Pubco and, in the case of holders of In-the-Money Options, CVRs, in each case as consideration for the Kalera Shares and the Kalera Options being canceled and ceasing to exist or being assumed (as applicable) upon completion of the Second Merger by way of the Kalera Capital Reduction.
- Each CVR represents a contingent right to receive additional Pubco Ordinary Shares, issuable upon the achievement of certain milestones, including:
- (i) Pubco Ordinary Shares trading at or over a market price of $12.50 for 20 trading days within a 30 trading-day period
- (ii) Pubco Ordinary Shares trading at or over a market price of $15.00 for 20 trading days within a 30 trading-day period
- The amount of shares issuable to each CVR holder for the achievement of each milestone is, in each case, a pro-rata portion of an amount of Pubco Ordinary Shares equivalent to 5% of the amount of Kalera Shares outstanding as of immediately following the Kalera Capital Reduction on a fully-diluted basis.
- There are 4 million In-The-Money Options.
LOCK-UP
- Company and Sponsor
- 1 year from the Closing Date and the date the Shares equal or exceed $12.00 for 20/30 trading days at least 150 days after the Closing Date
NOTABLE CONDITIONS TO CLOSING
- The Trust Account shall equal at least 100 million U.S. Dollars ($100,000,000) plus the aggregate amount expenses of Agrico, Pubco, Kalera and their respective Affiliates incurred prior to the applicable Closing
NOTABLE CONDITIONS TO TERMINATION
- Outside Date: six months anniversary of the Business Combination Agreement 7/31/22
- If this Registration Statement has not been declared effective on or prior to the six (6)-month anniversary of the date of the Business Combination Agreement, the Outside Date shall be automatically extended by one (1) month
ADVISORS
- BofA Securities acted as financial advisor to Kalera AS in connection with the transaction.
- Milbank LLP and Advokatfirmaet Thommessen AS acted as legal counsel to Kalera.
- FTI Consulting, and Maxim Group LLC acted as financial advisors to Agrico
- Maples Group and Loeb & Loeb LLP acted as legal counsel for Agrico.
MANAGEMENT & BOARD
Executive Officers
Brent de Jong, 46
Chairman and Chief Executive Officer
Since December 2011, Mr. de Jong has been the managing partner of De Jong Capital LLC, a family investment company and has served since November 2019, as Chairman of Emergent Technology Ltd. and its predecessors, a technology and financial services business. Mr. de Jong has over 20 years of experience leading successful business transformations and transitions. Mr. de Jong also has broad expertise investing in technology, infrastructure, financial services, and emerging markets. From October 2016 to November 2019 served as Chairman of Itafos, a vertically integrated phosphate Fertilizer business that is listed on TSX.V. From April 2016 until November 2019, Mr. de Jong served as a partner at Castlelake LP, leading Special Situations investments. From September 2013 to November 2019, Mr. de Jong was a board member and advised RA Holdco, a Middle Eastern investment manager (f.k.a. Arcapita) with holdings throughout Asia, the Middle East, Europe, and the United States. RA Holdco was the first Shariah compliant bankruptcy completed in the US. From May 2002 to July 2011, Mr. de Jong served as an investment professional at Ashmore Investment Management Ltd, an emerging market fund manager, leading Special Situations and as member of the firm’s investment committee. While at Ashmore, Mr. De Jong was seconded to Ashmore Energy International in 2006, where he served as chief executive officer and vice chairman of the board of directors until 2009. At its peak, AEI had 15,000 employees and it owned and operated more than 50 businesses in 19 emerging market countries, delivering electric power and gas to more than seven million people. Mr. De Jong led the consortium of shareholders that founded Ashmore Energy International in 2005, from Enron International, and negotiated the break-up and sale of AEI’s assets in 2011 for an aggregate price of $4.8 billion. Prior to Ashmore, from July 1997 to May 2002, Mr. de Jong worked at JPMorgan in its financial institutions group in London, where he focused on mergers and acquisitions in the emerging markets of Europe, the Middle East and Africa, and in the structured finance group in New York. Mr. de Jong earned a bachelor’s degree in Economics from Georgetown University.
Roberto Perez Silva, 39
Chief Financial Officer
Since August 2020, Mr. Silva has served as CFO of Oagio. Prior to Oagio, from July 2018 to July 2020, Mr. Silva served as SVP of Finance and Corporate Development of Emergent Technology Holdings, a company with investments in several technology ventures. Prior to Emergent Technology Holdings, from October 2009 to June 2017, Mr. Silva was Head of Portfolio Management and Head of Investments at Ashmore Management Company Colombia, Colombia’s largest private-equity fund manager, where he was responsible for overseeing the entire portfolio of investee companies and directing the investment team. Before joining Ashmore Management Company Colombia, Mr. Silva was based in Houston as part of the business development team of Ashmore Energy International from February 2007 to June 2008. Prior to Ashmore Energy International, between October 2004 and January 2007, he was at Inverlink, Colombia’s most successful investment banking boutique Mr. Silva earned a BS degree from Loyola University and a Masters in Management degree from Stanford University.
Board of Directors
John Alexander Baker, 50
Director
Mr. Baker has extensive experience in food and agribusiness industry and capital markets. He worked as director (private equity) and the senior manager for food processing of the State General Reserve Fund, the sovereign wealth fund of the Sultanate of Oman, investing in a diversified portfolio of asset classes worldwide, from November 2016 to January 2020. Mr. Baker served as chief executive officer of First Agriculture Holdings Pte. Ltd., an investment holding company dedicated to investing in food and agribusiness in the Asia Pacific region, from September 2012 to January 2016. He began his career in March 1996 working as an agricultural economist for the Australian Agricultural Company Limited, at the time the largest pastoral company in the world. In April 1998, Mr. Baker joined Macarthur Agribusiness, a Brisbane-based advisory company delivering corporate advisory services to food and agribusiness industries mainly in Australia. Mr. Baker subsequently joined Rabobank International, Singapore in June 2002, a wholesale and international retail bank offering customized banking and finance solutions to businesses involved in food and agribusiness, and became an associate director (mergers and acquisitions) in June 2004. In July 2006, he joined Louis Dreyfus Commodities Asia Pte. Ltd. as the head of mergers and acquisitions in Asia, a company engaged in processing and sales of agricultural products. Mr. Baker joined Deutsche Asset Management (Asia) Pte. Ltd., Singapore (“DeAM”) (which later became Duxton Asset Management after a management buyout), the asset management arm of Deutsche Bank in Asia, serving as vice president focusing on farmland investments in June 2008. He re-joined Rabobank International, Singapore in September 2009, serving as assistant general manager and regional head Asia (food and agribusiness research). Mr. Baker earned a bachelor’s degree of Agricultural Economics from University of New England. He also earned an advanced certificate in Business Studies (Real Estate) from Swinburne University of Technology.
Donald C. Hubbard, Jr., 63
Director
From May 2015 through October 2018, Hubbard led the Energy Infrastructure Investment Group for Barings, a wholly owned asset manager of The Mass Mutual Group. Barings has AUM in excess of $300 Billion and established a captive fund to invest Mass Mutual proprietary equity capital in various industries. In 2017, Barings established a traditional private equity fund, where Hubbard lead Barings’ investments in the Energy Infrastructure industry. During his tenure with Barings, Mr. Hubbard served as the Barings Board representative for an energy infrastructure company with operating assets in 6 countries, and was also the Board representative for an asset in the agriculture industry that held over 11,000 acres of developed farmland in the United States. In October 2018, Mr. Hubbard was engaged by the energy infrastructure company in the Barings portfolio to serve as the project developer and manager of a complex infrastructure project located in the Dominican Republic, which invested in several components of the value chain for liquified natural gas encompassing a new receiving and regasification terminal, a new 60 km natural gas pipeline, and the conversion of an existing 300 MW power plant from diesel to natural gas burning The project required cross-discipline management of several teams within the Barings portfolio company simultaneously with teams within the operations of the existing LNG terminal. Mr. Hubbard earned a BS degree from the United States Naval Academy and a JD degree from the University of Maryland School of Law.
Christopher J. Ornee, 46
Director and Secretary
Mr. Ornee is currently a partner at De Jong Capital LLC, a family office with a focus on emerging markets, special situations, and FinTech investments. Mr. Ornee has broad expertise in data analytics and operations, having led the Data Operations and Client Operations groups for S&P Global Market Intelligence from 2015-2020. Prior to S&P, Mr. Ornee led the Research & Product Operations teams from 2008-2015 at SNL Financial, a financial data and analytics provider. Mr. Ornee also served as a portfolio manager and trader from 2007-2008 for the Bentford Group, a global macro hedge fund. Mr. Ornee began his financial services career as a real estate investment banker and worked for FBR Capital Markets from 2006-2007. Prior to FBR, he served as an officer and pilot in the United States Navy from 1997-2006. Mr. Ornee earned an MS degree in Finance from Johns Hopkins University, and a BS degree in Economics from the United States Naval Academy.
Brian Zatarain, 46
Director
Mr. Zatarain is a senior executive with 24 years of hands-on and diverse strategic, investment, finance and operations experience. Mr. Zatarain is currently the managing partner at Zatarain Resources, an independent advisory services company, that he started in June 2011 and also concurrently serves as an operating partner, since May 2020, at U.S. Grid Company, a grid resiliency and energy transition development company and an operating partner, since January 2021, at De Jong Capital LLC, a family office affiliated with our sponsor that is focused on emerging markets, special situations. From October 2016 through May 2019, Mr. Zatarain was the chief executive officer at Itafos, a vertically integrated phosphate fertilizers and specialty products company listed on the TSX-V. From May 2005 through June 2011, Mr. Zatarain was an executive vice president at Ashmore Energy International (AEI) where he chaired the investment committee and was responsible for strategy, corporate and business development and enterprise risk management. From February 2000 through April 2005, Mr. Zatarain worked in the international business development and asset management group at Enron Corp. and was a key member of the team that created and executed the equity spin-off exit strategy of Enron Corp.’s international businesses through the formation of Prisma Energy International (not related to Prisma Energy below), which was subsequently sold to AEI. From May 1997 through January 2000, Mr. Zatarain worked at Coastal Corp. supporting the execution of its international energy infrastructure acquisition and greenfield development strategy. Mr. Zatarain has co-founded several companies including in 2017, Prisma Energy, a renewable and battery storage investment holding company and in 2011, Zaff, an investment management company. Mr. Zatarain has served as a director on the board of directors of public and private phosphate fertilizers and specialty products companies, power and gas utility companies, renewable energy companies, oil and gas production and transportation companies, city lighting companies and an energy infrastructure fund. Mr. Zatarain holds a Master of Business Administration from Duke University and a Bachelor of Arts in economics from the University of Texas.

