MARRONE BIO INNOVATIONS, INC. (NASDAQ:MBII) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01. Completion of Acquisition or Disposal of Assets.
On September 13, 2019, Marrone Bio Innovations, Inc. (the “Company”) completed its previously announced acquisition of Pro Farm Technologies OY, a Finnish limited company (“Pro Farm”), an agriculture technology company developing and producing seed treatments and fertilizers that aim to proactively support and enhance general plant physiology.
The Company acquired Pro Farm to a share purchase agreement (the “Share Purchase Agreement”), dated as of August 7, 2019, by and among the Company, Pro Farm, the shareholders of Pro Farm (the “Shareholders”) and Matti Tiainen, as representative of the Shareholders. to the Share Purchase Agreement, the Company acquired from the Shareholders all the issued and outstanding equity interests in Pro Farm for an aggregate value of $31.8 million, including a combination of $6.2 million in cash and 12.7 million shares of the Company’s common stock, par value $0.00001 per share (the “Common Stock”), paid to Pro Farm’s equity holders, debt holders and advisors, as well as certain additional shares of Common Stock that may be payable each year from 2021 through 2024, in an aggregate amount of approximately $7.5 million, based upon the achievement of specified milestones related to profit from a distributor, annual revenues, annual earnings before interest, taxes, depreciation and amortization (“EBITDA”) and maintenance of an allowable financing allowance.
Pro Farm is now a wholly owned subsidiary of the Company.
The foregoing description of the Share Purchase Agreement is not complete and is qualified in its entirety by reference to the Share Purchase Agreement, a copy of which is filed as Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on August 8, 2019 and is incorporated herein in its entirety by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The information in Item 2.01 with respect to the issuance of shares of the Company’s Common Stock is incorporated by reference into this Item 3.02.
The issuance of such shares is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on Regulation S promulgated under the Securities Act. The shares of Common Stock issued to the Shareholders may not be offered or sold in the United States absent registration or exemption from registration under the Securities Act, and any applicable state securities laws.
Item 8.01. Other Events.
On September 16, 2019, the Company issued a press release announcing the closing of the Share Purchase Agreement. Copies of the press release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The Company intends to file the financial statements required by Item 9.01(a) by an amendment to this Current Report on Form 8-K (this “Report”) no later than 71 days following the date that this Report is required to be filed.
(b) Pro Forma Financial Information.
The Company intends to file pro forma financial information required by Item 9.01(b) in an amendment to this Report no later than 71 days following the date that this Report is required to be filed.
(d) Exhibits.
| 10.1* | Share Purchase Agreement, dated August 7, 2019, by and among Marrone Bio Innovations, Inc., Pro Farm Technologies OY, the Shareholders and Matti Tiainen as Shareholders’ Representative (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on August 8, 2019). |
| 99.1 | Press Release dated September 16, 2019. |
* Confidential portions of this exhibit have been omitted as permitted by applicable regulations.
MARRONE BIO INNOVATIONS INC Exhibit
EX-99.1 2 ex99-1.htm Marrone Bio Announces Closing of Pro Farm Technologies Acquisition New Subsidiary Enters into Strategic,…
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About MARRONE BIO INNOVATIONS, INC. (NASDAQ:MBII)
Marrone Bio Innovations, Inc. offers bio-based pest management and plant health products. The Company’s bio-based products include naturally occurring microorganisms, such as bacteria, fungi and plant extracts. It sells its products to crop protection market. Its four crop protection products include Regalia, Grandevo, Venerate and Majestene. Its products are used in both conventional and organic crop production, and are sold to growers of specialty crops, such as grapes, citrus, tomatoes, vegetables, nuts, leafy greens and ornamental plants. It offers Regalia for large-acre row crops, such as corn and soybeans. Its pipeline of early-stage discoveries and product candidates extends across a range of product types for end markets, including herbicides, fungicides, nematicides, insecticides, algaecides (for algae control), molluscicides (for mussel and snail control), and plant growth and plant stress regulators. It is engaged in developing MBI-010, MBI-110, Haven (MBI-505) and MBI-601.
