Union Acquisition Corp.’s Sponsor and/or
affiliates announce intent to make open market purchases of Union’s
securities
Bioceres, a leading Latin American agricultural biotech company
(the “Company”), and Union Acquisition Corp. (NYSE: LTN) (“UAC”), a
special purpose acquisition company, today announced the Company’s
unaudited operating results for the quarter ended December 31,
2018. The parties had previously announced the execution of a
definitive share exchange agreement (the “Exchange Agreement”)
pursuant to which the Company will contribute its agricultural
solutions business in exchange for equity of UAC.
The Company reported unaudited revenues of $62.6 million during
the quarter ended December 31, 2018, which represents a 33% growth
rate over the same period a year ago. The adjustments and the
translation mechanism from the application of IAS 29 had a positive
impact of $8.7 million during the quarter ended December 31, 2018.
Additionally, the Company’s management team expects Gross Profit
and EBITDA margin performance to exceed that of the same period a
year ago.
Members of UAC’s sponsor and, or entities affiliated with
members of the sponsor, today announced their intent to make
purchases of up to $3 million of UAC’s ordinary shares, rights
and/or warrants in the open market in their discretion. The actual
number of shares, rights and/or warrants which will be purchased,
and the timing of such purchases, will be determined by the members
of UAC’s sponsor, or entities affiliated with members of the
sponsor, and the price which the Company will pay for the
securities will be the market price at the time of the purchases.
It is anticipated that any such purchases will be made in
accordance with the applicable provisions of Securities and
Exchange Commission (“SEC”) Rule 10b-18, to the extent
applicable.
About Bioceres
Bioceres is a fully integrated provider of crop productivity
solutions, including seeds, seed traits, seed treatments,
biologicals, high-value adjuvants and fertilizers. Unlike most
industry participants that specialize in a single technology,
chemistry, product, condition or stage of plant development,
Bioceres has developed a multi-discipline and multi-product
platform capable of providing solutions throughout the entire crop
cycle, from pre-planting to transportation and storage. Bioceres’
platform is designed to cost effectively bring high value
technologies to market through an open architecture approach.
Bioceres’ headquarters and primary operations are based in
Argentina, which is its key end-market as well as one of the
largest markets globally for GM crops. Through its main operational
subsidiary, Rizobacter, the Company has a growing and significant
international presence, particularly in Brazil and Paraguay.
Bioceres leverages its relationship with its historical
shareholders, many of whom are agricultural leaders and key
participants in Bioceres’ end markets, to increase adoption of its
products and technologies.
Bioceres Investment Highlights:
- Leading position in large and growing
agricultural markets with favorable industry dynamics, with a focus
on biological assets aimed at crop protection, nutrition and
seeds.
- Global leader in drought-tolerance
technologies, through the HB4 family of products – the only
technology of its type available today for soybean production.
- Through the Rizobacter brand, Bioceres
is a world leader in production and sale of soybean biologicals,
with over 20% global market share in inoculants.
- Extensive distribution & commercial
platform with over 700 distributors globally and sales in 25
different countries.
- Proven track-record of delivering
strong financial results.
About UAC
Union Acquisition Corp. is a blank check company organized for
the purpose of effecting a merger, share exchange, asset
acquisition, stock purchase, recapitalization, reorganization, or
other similar business combination with one or more businesses or
entities. UAC’s efforts to identify a prospective target business
are not limited to any particular industry or geographic region,
although UAC has focused on target businesses located in Latin
America. UAC is led by Juan Sartori, Chairman of the Board of UAC
and Chairman and founder of Union Group International Holdings
Limited, and Kyle P. Bransfield, Chief Executive Officer of UAC and
Partner of Atlantic-Pacific Capital, Inc.
Forward Looking Statements
This communication includes “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
“forecast,” “intend,” “seek,” “target,” “anticipate,” “believe,”
“expect,” “estimate,” “plan,” “outlook,” and “project” and other
similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. Such
forward looking statements include estimated financial information.
Such forward looking statements with respect to revenues, earnings,
performance, strategies, prospects and other aspects of the
businesses of UAC, Bioceres or the combined company after
completion of the business combination are based on current
expectations that are subject to known and unknown risks and
uncertainties, which could cause actual results or outcomes to
differ materially from expectations expressed or implied by such
forward-looking statements. These factors include, but are not
limited to: (1) the occurrence of any event, change or other
circumstances that could give rise to the termination of the
Exchange Agreement and the proposed business combination
contemplated therein; (2) the inability to complete the
transactions contemplated by the Exchange Agreement due to the
failure to obtain the approval of the shareholders, or other
conditions to closing in the Exchange Agreement; (3) the
ability of UAC to continue to meet applicable NYSE listing
standards; (4) the risk that the proposed business combination
disrupts current plans and operations of Bioceres as a result of
the announcement and consummation of the transactions described
herein; (5) the ability to recognize the anticipated benefits
of the proposed business combination, 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; (6) costs related to the
proposed business combination; (7) changes in applicable laws
or regulations; (8) the possibility that Bioceres may be
adversely affected by other economic, business, and/or competitive
factors; and (9) other risks and uncertainties indicated from
time to time in the definitive registration statement of UAC in
connection with the proposed business combination and the proxy
statement/prospectus contained therein, including those under “Risk
Factors” therein, and other documents filed or to be filed with the
SEC by UAC. Investors are cautioned not to place undue reliance
upon any forward-looking statements, which speak only as of the
date made. UAC and Bioceres undertake no commitment to update or
revise the forward-looking statements, whether as a result of new
information, future events or otherwise. Investors should carry out
their own due diligence in connection with the assumptions
contained herein. The forward-looking statements in this
communication speak as of the date of this communication. Although
UAC may from time to time voluntarily update its prior
forward-looking statements, it disclaims any commitment to do so
whether as a result of new information, future events, changes in
assumptions or otherwise except as required by applicable
securities laws.
Additional Information and Where to Find It
In connection with the proposed transaction, UAC has filed a
Registration Statement on Form S-4, which includes a preliminary
proxy statement/prospectus of UAC. Once the Registration Statement
is declared effective by the SEC, UAC will mail a definitive proxy
statement/prospectus and other relevant documents to its
shareholders.
Investors and security holders of UAC are advised to read the
preliminary proxy statement/prospectus, and amendments thereto, and
when available, the definitive proxy statement/prospectus in
connection with UAC’s solicitation of proxies for its extraordinary
general meeting of shareholders to be held to approve the proposed
transaction because the proxy statement/prospectus will contain
important information about the proposed transaction and the
parties to the proposed transaction.
Shareholders are also able to obtain copies of the Registration
Statement, including the proxy statement/prospectus, without charge
on the SEC’s website at www.sec.gov, or by directing their request
to: Union Acquisition Corp., 400 Madison Ave., Suite 11A, New York,
NY 10017.
No Offer or Solicitation
This announcement is for informational purposes only and is
neither an offer to sell, nor a solicitation of an offer to buy any
securities or the solicitation of any vote in any jurisdiction
pursuant to the proposed transactions or otherwise, nor shall there
be any sale, issuance or transfer of securities in any
jurisdiction in which the offer, solicitation, or sale
would be unlawful prior to the 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20190122005385/en/
Bioceres Contact: Enrique Lopez Lecube, Chief
Financial Officer,
Bioceres+543414861100enrique.lopezlecube@bioceres.com.ar
UAC Contact:Kyle Bransfield, Chief Executive Officer,
UAC+1 212 981 0633kbransfield@apcap.com
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