Separation will advance transformation of Kalera into a pure-play U.S. vertical farming company positioned for long-term growth and shareholder value creation; Reinforces Kalera’s commitment to reduce cash burn and accelerate time to become a cash flow positive company in the U.S.
Orlando, Fla, Jan. 30, 2023 (GLOBE NEWSWIRE) — Kalera Public Limited Company (“Kalera” or the “Company”) (Nasdaq: KAL), a vertical farming company headquartered in Orlando, Florida, announced today that in the course of the court-supervised process in Germany over Kalera GmbH, the Kalera International business has been acquired by Growy Holdings BV (“Growy”), a Netherlands based indoor farming company. The sale includes the headquarters in Germany, the farm in Kuwait and the farm under construction in Singapore. Kalera had announced on October 18, 2022, of its intention to divest its international business.
This marks a significant milestone in Kalera’s reorganization, allowing Kalera’s management to focus all efforts and capital to become one of the leading vertical farming companies in the United States. With a proprietary brand that continues to gain traction and market share across retail and foodservices customers across the states where Kalera operates, the uncoupling of the international businesses held by Kalera GmbH will accelerate long-term growth in attractive consumer segments with its loose-leaf, and whole-head products.
The transaction allows Kalera to maintain a clear focus on its core markets, creating value for customers, shareholders, other stakeholders, and associates.
“Completing the separation of the international assets allows us to focus all efforts to become a pure-play vertical farming company in the United States and concentrate our investments into existing farms and growing customer segments, where we see strong growth potential,” said Jim Leighton, President and Chief Executive Officer of Kalera. “We look forward to continuing increasing capacity utilization at our Houston and Denver farms enabling consistent quality and quantity to our customers to drive profitable growth and deliver long-term value to our shareholders. We are pleased that our international business was acquired by an international company that shares our passion for vertical farming and the role it serves in our ever-changing world. We are also pleased that the acquiring company will employ a number of highly passionate people working in Germany, Kuwait and Singapore.”
Through a pre-existing licensing agreement, Kalera retains an irrevocable, perpetual, and sublicensable right and license to Kalera GmbH’s intellectual property, excluding the &ever®, Dryponics®, and HappyNest® trademarks owned by &ever GmbH prior to its acquisition by Kalera group.
Kalera expects to classify the international business as discontinued operations for the current and historical periods in Kalera’s consolidated financial statements. The net proceeds, which were received by the court-appointed administrator, will be applied by the administrator to partially repay Kalera’s outstanding Secured Convertible Bridge Promissory Note, as well as towards covering the costs of the court-supervised process and Kalera
GmbH’s other existing liabilities.
In an additional effort to accelerate bringing Kalera to cash flow positive, the Company continues the process of divesting Vindara, its seed genetics business and expects to close prior to the end of Q1 2023.
As a leader in controlled environment agriculture, Kalera is driven by our belief that vertical farming can play an important role in securing access to fresh produce for a growing world population facing climate change and concerns about the future of traditional farming. Through our proprietary technology, we sustainably grow local, delicious, nutrient-rich, pesticide-free, non-GMO leafy greens year-round. Our automated, data-driven, hydroponic vertical farms produce higher yields and, use approximately 95% less water, and 99% less land than traditional farming. Sold under the Kalera brand, our leafy greens are “better than organic” and priced competitively, always with the end consumer in mind. Kalera is headquartered in Orlando, Florida with operating farms in Houston, Texas; and Denver, Colorado, with additional farms under construction or configuration updates in the States of Florida, Georgia, Minnesota, and Washington. More information is available at www.kalera.com.
This communication includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the applicable securities laws. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and 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 the planned restructuring of and divestiture of certain businesses. These statements are based on various assumptions and/or on the current expectations of Kalera’s management. 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 or other person 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 Kalera. These forward-looking statements are subject to a number of risks and uncertainties, including but not limited to general economic, financial, legal, political and business conditions and changes in domestic and foreign markets; changes in the assumptions underlying Kalera’s expectations regarding its future business; the effects of competition on Kalera’s future business; and the outcome of judicial proceedings to which Kalera is, or may become a party.
If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Kalera presently do not know or currently believe are immaterial that could also cause actual results to differ materially from those contained in the forward-looking statements. In addition, forward-looking statements reflect expectations, assumptions, plans or forecasts of future events and views as of the date of this communication. Kalera anticipates that subsequent events and developments will cause these assessments to change. However, while Kalera may elect to update these forward-looking statements at some point in the future, Kalera specifically disclaims any obligation to do so, except as required by applicable law. These forward-looking statements should not be relied upon as representing Kalera’s assessments as of any date subsequent to the date of this written communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.
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