Limoneira Company (NASDAQ:LMNR) Files An 8-K Other Events
Item 8.01
| Other Events |
On February 24, 2017, a subsidiary of Limoneira Company (the
Company), Limoneira Chile SpA, a privately held Chilean
corporation and a wholly owned subsidiary of the Company
(Limoneira Chile SpA), entered into a stock purchase agreement
(the Agreement) with Sembrador Capital de Riesgo S.A., acting on
behalf of Fondo de Inverson Privado Agrodesarrollo, a private
investment fund organized under the laws of Chile (Seller),
relating to the purchase of 164,392 shares (the Transaction) of
Frutcola Pan de Azcar S.A., a privately held Chilean corporation
(Frutcola Pan de Azcar) for $5,800,000 in cash. Seller was paid
$5,220,000 on the close of the Transaction and the remaining
$580,000 is expected to be paid at the end of a six-month
holdback period to allow for potential contingencies. The
Agreement contains customary representations and warranties of
Seller.
Frutcola Pan de Azcar earned approximately USD $450,000 in net
income during its most recent year ended December 31, 2016 and
holds approximately USD $5.5 million in assets. Following the
completion of the Transaction, Limoneira Chile SpA will hold 90%
of the shares of Frutcola Pan de Azcar and the other stockholder
will hold 10% of the shares of Frutcola Pan de Azcar. Frutcola
Pan de Azcar is the owner of 13% percent of the shares of
Exportadora y Comercializadora Rosales S.A., a privately held
Chilean corporation (Rosales S.A.) and, prior to the Transaction,
Limoneira Chile SpA owned 35% of the shares of Rosales S.A.
Following the Transaction, due to its ownership interest in
Frutcola Pan de Azcar and its prior ownership interests,
Limoneira Chile SpA will hold a 48% ownership interest in Rosales
S.A. Rosales S.A. packs and sells all of Frutcola Pan de Azcars
citrus production.
In connection with the entrance into the Agreement, the Company
issued a Press Release on February 27, 2017, a copy of which has
been furnished as Exhibit 991.1 hereto. The foregoing description
of the Press Release is qualified in its entirety by reference to
the complete text of the Press Release furnished as Exhibit 99.1
hereto, which is hereby incorporated by reference herein.
| Section 9 | Financial Statements and Exhibits |
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| 99.1 | Press Release dated February 27, 2017 |
About Limoneira Company (NASDAQ:LMNR)
Limoneira Company is an agribusiness and real estate development company. The Company’s operations consist of fruit production, sales and marketing, rental operations, real estate development and capital investment activities. The Company’s three business divisions are agribusiness, rental operations and real estate development. The Company’s agribusiness division consists of two segments, namely lemon operations and other agribusiness, and includes its farming, harvesting, lemon packing and lemon sales operations. The Company’s rental operations business division includes its residential and commercial rentals, leased land operations and organic recycling. The Company’s real estate development business division includes its real estate projects and development. The Company operates its packinghouses in Santa Paula, California and Yuma, Arizona. The Company’s water resources include water rights, usage rights and pumping rights to the water in aquifers. Limoneira Company (NASDAQ:LMNR) Recent Trading Information
Limoneira Company (NASDAQ:LMNR) closed its last trading session up +0.35 at 18.98 with 15,284 shares trading hands.