- Lavoro, Brazil’s largest agricultural inputs retailer and a
leading provider of agriculture biologics inputs, enables farmers
to adopt breakthrough technology and boost productivity
- Upon listing, Lavoro will become the first US-listed pure-play
Latin American agricultural inputs retailer
- 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
TPB Acquisition Corporation I (“TPB Acquisition Corp.”) (Nasdaq:
TPBA, TPBAW, TPBAU), a special purpose acquisition company
sponsored by The Production Board (“TPB”), today announced that
Lavoro Limited (“Lavoro”), a leading agricultural inputs retailer
in Latin America, filed with the Securities and Exchange Commission
a registration statement on Form F-4 containing a preliminary proxy
statement and prospectus in connection with their proposed business
combination.
TPB Acquisition Corp. and Lavoro announced on September 15, 2022
a definitive merger agreement that reflects an implied initial
enterprise value of the combined company of approximately $1.2
billion. The transaction is expected to result in up to $225
million in net cash proceeds to Lavoro after closing (assuming no
redemptions), including the contribution of up to $180 million from
the cash held in the trust account of TPB Acquisition Corp. and
$100 million that TPB intends to invest through a private placement
at $10.00 per share; $30 million in secondary proceeds to
investment funds managed by Patria Group, the controlling
shareholder of Lavoro; and $25 million in expected transaction fees
and expenses.
Following the proposed business combination, Lavoro expects to
increase market share through retail expansion, continued
operational improvements, and additional acquisitions. TPB plans to
support the acceleration of Lavoro’s digital agronomy and service
offerings as a strategic advisor and through leadership and
partnership development. David Friedberg, founder and CEO of TPB,
will join Lavoro’s board of directors upon the close of the
proposed business combination.
The transaction is expected to close in the fourth quarter of
2022, subject to the satisfaction of customary closing conditions
(including the approval of the shareholders of TPB Acquisition
Corp.). Upon closing of the transaction, Lavoro will become the
first US-listed pure-play Latin American agricultural inputs
retailer, trading on the Nasdaq under the ticker symbol “LVRO”.
The Registration Statement on Form F-4 can be obtained without
charge at the SEC’s website at
https://www.sec.gov/Archives/edgar/data/1945711/000110465922104142/tm2225919-1_f4.htm.
The joint presentation made by the management teams of Lavoro and
TPB regarding the transaction is available on the websites of
Lavoro at ir.lavoroagro.com and TPB Acquisition Corp. at
www.tpbac.com, and can be watched at
https://youtu.be/oRVNvOmPDEM.
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, Emerson Collective, 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.
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
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.
In addition to its retail footprint, Lavoro’s “Crop Care”
business segment is a vertically-integrated producer of specialty
fertilizers, crop protection products, and proprietary biological
crop inputs, or “biologics.” Lavoro’s biologics portfolio, which
includes microorganisms and biomolecules derived from
microorganisms, protect plants from disease, pests, and weeds –
without the carbon and lingering environmental persistence of
traditional crop chemistry – and help farmers improve soil health
and productivity with decreased use of synthetic chemical
fertilizers.
Learn more about Lavoro at www.lavoroagro.com.br.
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 the Registration Statement, which will 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 communication 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. Such “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 matters expected to be voted on by TPB
Acquisition Corp.’s shareholders in connection with the proposed
business combination, background and summary terms of the proposed
merger and details concerning Lavoro’s business and operations.
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 communication 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/20221003005366/en/
For TPB: Rachel Konrad rachel@tpb.co, +1-650-924-5471
John Christiansen/Camilla Scassellati Sforzolini
TPB@fgsglobal.com
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
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