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AgriFORCE Growing Systems Announces Binding LOI to Acquire Deroose Plants NV, One of the Largest Tissue Culture Propagation Companies in the World
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The Company is an agriculture-focused technology company that delivers innovative and reliable, financially robust solutions for high value crops through our proprietary facility design and automation IP to businesses and enterprises globally. The Company intends to operate in the plant based pharmaceutical, 
As the Company commences construction of its micropropagation facility and grow house, it will start to develop its solution for fruits and vegetables focusing on the integration of its current structure with a new form of vertical grow technology. Although many of the components and elements will be the same or similar in nature, the automation and integration for going vertical and accommodating lighting, circulation, climate control and humidity control will be somewhat different. Therefore, the Company intends to develop a small working commercial facility as it moves to finalize design and engineering. The Company believes it can deliver new IP for vertical farming with a view to constructing its first commercial facility to serve the Southern California market for fresh local leafy greens (first crop) before rolling out its solution to address other crops and other local markets in the United States and internationally.
*****BREAKING NEWS*****
AgriFORCE Growing Systems Announces Binding LOI to Acquire Deroose Plants NV, One of the Largest Tissue Culture Propagation Companies in the World
Deroose acquisition brings multi-national operations, over 2.11 million square feet in laboratory and greenhouse facilities, and a proprietary portfolio of genetic IP for plantation and food crops
Deroose’s unaudited 2021 annual revenues were US $40.5 million with EBITDA of approximately US $4.2 million
VANCOUVER, British Columbia, March 10, 2022 (GLOBE NEWSWIRE) — AgriFORCE Growing Systems Ltd. (“the Company”) (NASDAQ: AGRI; AGRIW), an intellectual property (IP)-focused AgTech company dedicated to advancing sustainable cultivation and crop processing across multiple verticals, has entered into a binding letter of intent to acquire Deroose Plants NV (“Deroose”), one of the largest tissue culture propagation companies in the world with a leadership position in horticulture, plantation crops, and fruit and vegetables.
Founded in 1980, Deroose has multi-national operations in Europe, North America, and Asia, over 2.11 million square feet of laboratory and greenhouse facilities1, and over 800 employees2. Deroose’s unaudited 2021 revenues were US$40.5 million(3) with EBITDA of approximately US$4.2 million (4).
The binding LOI is subject to completion of standard due diligence and entry into a definitive purchase agreement, which shall include commercially standard terms and conditions, including, but not limited to, representations and warranties, covenants, events of default and conditions to closing.
The net purchase price by AgriFORCE is expected to be approximately US$69 million. The purchase price represents approximately $46.4 million for the Deroose business on a cash and debt free basis and $22.6 million for the IP portfolio.
Transaction Highlights
The AgriFORCE acquisition of Deroose is expected to provide the following strategic benefits:
- Strengthens AgriFORCE’s integrated AgTech business model by providing a leading position in tissue culture propagation and plant cultivation, including a robust IP portfolio, aimed at delivering increased crop yields with a reduced environmental footprint.
- Enables AgriFORCE and Deroose to drive further growth in core markets for the development and trade of horticulture, plantation crops, as well as fruits and vegetables, building on Deroose’s IP, driving improved genetics and higher yields.
- Building on Deroose’s strong financial performance and consistent growth in multiple locations across the world, AgriFORCE and Deroose plan for additional growth through expansion into new and high value crops.
Ingo Mueller, CEO of AgriFORCE Growing Systems, commented: “Adding to the momentum of our recent definitive agreement with Delphy Groep BV (Delphy), we look forward to welcoming Deroose into the AgriFORCE family of companies, as we continue to move forward with our vision to become a world leader in delivering next-generation foods and plant products for businesses and consumers. Our two companies are strongly aligned with transforming the agriculture industry through IP, innovative technologies and expertise that enable cleaner, better crops with reduced environmental impact. Deroose’s specific crop IP enables increased yields per hectare for crops such as rubber, palm and banana. This is particularly important where arable land is scarce and restricted(5) and with governments no longer allowing additional land to be made available for these crops. We believe this positions AgriFORCE and Deroose to deliver value by maximizing the sustainability and productivity of available land, especially in tropical climates. In addition, we believe Deroose’s IP provides significant barriers to entry to potential competitors, given the robust patent estate, and typical timelines to research and develop such processes, which could easily exceed a decade. Finally, with the Deroose acquisition, we see opportunities to capitalize on a variety of business synergies, including building on Deroose’s Florida Campus to replicate Delphy’s R&D innovation center for the North American markets.”
Maurice van Winden, the CEO of Deroose Plants NV, added: “With over 40 years of history, Deroose is a highly innovative company specialized in tissue culture propagation, and we are very excited to join AgriFORCE. Both our IP and vision are highly complementary, as we are committed to growth through the development of new plants, new cultivation techniques, and pursuing new market opportunities. We are extremely excited about commercializing our new portfolio of genetics for plantation and food crops. We have invested over a decade in development of this IP and believe we can significantly improve the impact that these crops have on the environment, while providing much needed supply sources to the rubber and food industries. Furthermore, strengthening our foothold in North America and accelerating growth into new crops is a strong focus for us in the years ahead.”
(3)Euro to US Dollar Spot Exchange Rates for 2021: Average exchange rate in 2021: 1.183 USD
(4)EBITDA Reconciliation
| 2021 (Forecasted) | |||
| (in US$ ‘000’s) | |||
| Net income | 1,644 | ||
| Depreciation and Amortization | 1,867 | ||
| Interest expense | 919 | ||
| Income tax expense | 515 | ||
| Nonrecurring items | (735 | ) | |
| EBITDA | 4,210 | ||
(5)United Nations General Assembly October 14, 2019
About Deroose Plants NV
The Deroose Plants Group is a global supplier of young plant material for growers and plantation owners. Propagation-as-a-service is also offered to young plant breeders and propagators. The Company has been active in tissue-culture cloning of plants since 1980. Currently Deroose Plants are produced in locations in Europe, USA (Florida) and Asia. Deroose is one of the biggest T.C. propagators in the world, with over 800 employees.
Facility Solutions
AgriFORCE provides superior Controlled Environment Agriculture (CEA) solutions through its AgriFORCE GrowHouse, which leverages a proprietary and unique facility design, lighting design, automation, Internet-of-Things (IoT) and artificial intelligence (AI), fertigation and nutrients, and micropropagation.
AgriFORCE recently announced a Memorandum of Understanding (MOU) to build its advanced GrowHouse facility in Barbados, and expects to announce a number of similar agreements in the near future. At full production, each of these facilities is expected to generate approximately $15 million of annualized EBITDA, providing the company long-term and predictable cash flow.
Consulting Solutions
AgriFORCE is building upon its industry leading IP and deep AgTech experience to become a leading, global AgTech consulting company. The Company recently announced a binding Letter of Intent (LOI) to acquire a leading European AgTech consultancy. With global operations and over 200 employees, this AgTech consultancy achieved 2020 annual consulting audited revenues of over US$26 million and EBITDA of US$3 million (IFRS based).
Consumer Products
AgriFORCE is applying its IP-centric model to food and consumer products. AgriFORCE recently announced an agreement to acquire the IP and patent-pending technologies from Manna Nutritional Group LLC (MNG), to naturally process and convert grain, pulses and root vegetables, resulting in low-starch, low-sugar, high-protein, fiber-rich baking flour products, as well as a wide range of breakfast cereals, juices, natural sweeteners and baking enhancers.
M&A Strategy
Through M&A, Strategic Alliances and Partnerships, AgriFORCE is focused on acquiring and integrating leading providers of solutions in greenhouses and vertical grow facilities and agricultural and AgTech companies with advanced know-how and/or Intellectual Property. This cohesive approach to agriculture will be delivered through our AgTech Platform that can be leveraged to apply lessons learned, develop the next generation of solutions across multiple verticals and provide growth potential through cross-selling.
Market Challenges
Cultivators are challenged in achieving consistent, high quality, and environmentally friendly product.
- There is a growing need for increased yield per square foot, less energy and water usage, and automation.
- The agriculture industry is facing pressure from commoditization and margin compression as well as high growing costs.
- Current agriculture practices are unable to achieve the genetic potential of the plant or crop, leading to massive investment in Ag-Tech solutions and technology to increase cultivation yields, taste and nutrition.
Consumers are looking for safer, more sustainable, and nutritious food.
- Consumers want to know where their food comes from and how it is grown. Safety, sustainability and the environmental impact have become a priority.
- Consumers want convenience and pesticide-free crops and are prepared to pay for them.
- Despite progress, current challenges continue with legacy systems especially in areas such as the need for pest control, the use of pesticides, herbicide and irradiation, crop drift and reduced arable land.
Governments are increasingly looking at the carbon footprint of agriculture and its massive use of water.
- Existing greenhouses and indoor growing facilities are not generally environmentally friendly and do not provide ideal growing conditions for crops.
AgriFORCE Campus – Coachella, California
AgriFORCE is constructing its first ag-centric facility in Coachella, California. You can see an illustrated example of the campus here.
AgriFORCE brings an entirely new approach to crops, operations, facilities, systems and the growing environment (COFSE). The key to AgriFORCE IP and to success, is understanding how each of the elements work together to produce exceptional results.
Integration via COFSE is the overarching business philosophy and it guides all decisions, which drives an iterative process that results in efficiencies and advancements.
Crops
Focused on food security, AgriFORCE starts with the seed – developing optimized genetics through advanced tissue culture and micropropagation. Among the many benefits are increased yields and lower production costs – but that’s not all. At AgriFORCE, the goal is always to provide the consumer with better tasting, more nutritious and consistently high-quality vegetables, fruits and plant-based products that are grown and produced in a sustainable manner.
Operations
AgriFORCE has a cohesive approach to operations from advanced propagation to cultivation to harvest standard operating procedures to the production process for plant-based foods. AgriFORCE focuses on enhanced automation, ensuring that the plants are touched as little as possible by humans. This results in substantive capital investment, leading to reduced ecological impacts, and resource and operational savings.
Facilities
AgriFORCE’s GrowHouse facility and its specialized building envelope were created to allow for the full light spectrum.
AgriFORCE has designed a specialized facility that includes a high-tech, high-efficiency building envelope and proprietary construction engineering and materials. It creates the ability for natural sunlight indoors with the support of supplemental grow lighting. The facility and its specialized roofing were developed to allow for the full light spectrum to reach the plants.
One of the many challenges for indoor growers is in providing plants with enough of the right kind of light for effective photosynthesis to grow optimally, regardless of the geographical location and climate. The IP was created to provide a solution to this ongoing issue through our hybrid proprietary lighting technology that is designed to integrate biotech elements with advanced supplemental lighting, allowing for the best elements of natural light into the facility. In addition to saving on lighting energy costs, natural light also warms the microclimate, when necessary, reducing heating energy requirements.
Current indoor farming and greenhouse practices are inefficient and rely on substantial use of utilities, infrastructure and operational costs. AgriFORCE’s precision growth method presents an alternative that provides an efficient, controlled, herbicide and pesticide-free environment and method that is designed to yield a higher crop volume.
AgriFORCE’s intellectual property (IP) initially started out with a hydroponics focus to showcase its efficacy in a growing market. Now, AgriFORCE is expanding operations to refine the technology and methodology for vegetables and fruit, as well as in the growing sector of nutraceutical and pharmaceutical therapeutics, including plant-based vaccines. This is expected to add to the solid roster of patents, which are key IP assets for AgriFORCE.
AgriFORCE’s foundational IP combines a uniquely engineered facility design, automated growing system and operational method (COFSE) to provide a clear solution to the biggest problems plaguing most agricultural verticals. It delivers a clean, self-contained, virtually sealed environment that maximizes natural sunlight and offers near ideal supplemental lighting. It also limits human intervention and – crucially – it was designed to provide superior quality control. In addition, the IP and proprietary facility was developed to drastically reduce environmental impact, substantially decrease use of natural resources, including water and electricity. This results in lower production costs, while still delivering daily harvests and an increased crop yield. AgriFORCE provides what others in the industry can’t: a comprehensive and proprietary system that addresses the unique needs of each crop and that runs through the agricultural value chain to the end product.
AgriFORCE’s clean, automated environment maintains what the company believes is the lowest carbon footprint on the market compared to typical indoor growing facilities, while simultaneously producing toxin-free, United States Department of Agriculture (USDA) organic equivalent crops.
With ongoing development and acquisition of IP, this is just the start of the AgriFORCE revolution of how crops are grown and how plant-based products are made.
Near-Term Goals
Facility Solutions
- Finalize definitive agreement to deploy AgriFORCE GrowHouse in Barbados
Goal Reached (See December 2nd Press Release) - Sign contracts for 3 GrowHouse facility contracts in California
- Sign contract for a GrowHouse facility in the Northeast US
Consulting Solutions
- Complete acquisition of European agriculture/horticulture and AgTech consulting company
- Acquisitions of additional world-class AgTech consulting companies
AgriFORCE Brands
- Launch first consumer branded products
- Strategic partnerships around MNG’s low-sugar, high-protein, fiber-rich baking flour products
- Additional consumer product/IP acquisitions
- Set up small scale manufacturing and R&D facility
- Establish scalable manufacturing platform for commercialization
M&A Opportunities
- Additional two acquisitions adding substantial revenue and EBITDA
Key Takeaways
- Creating a disruptive, consolidative business model for AgTech 2.0
- IP/Knowledge Driven as a catalyst to superior facilities, services and AgTech solutions provider
- Unlocking Value in Food Systems
- Strong Growth Plan leveraging Organic and M&A model
Consulting Solutions
AgriFORCE recently announced a binding Letter of Intent (LOI) to acquire a leading European AgTech consultancy focused on driving crop optimization, innovation, solutions and operational expertise in the agriculture, horticulture and controlled environment agriculture (CEA) sectors.
With Global operations and over 200 employees, this AgTech Consultancy achieved 2020 annual audited revenues of over US$26 million and EBITDA of US $3 million and it expects to end the year 2021 with revenues of over US$28 million (based on IFRS accounting and FX Rate of approximately 1.14 Euro to 1.19 US dollar).
Transaction Highlights
The planned AgriFORCE acquisition of this leading European AgTech consultancy is expected to provide the following strategic benefits:
- AgriFORCE plans to leverage the Consultancy’s decades of experience, established customer base and deep industry relationships to accelerate deployment of its proprietary AgriFORCE Grow House and related IP, including facility and lighting design, automation and artificial intelligence, fertigation and nutrients, as well as micropropagation and genetics.
- The Consultancy has generated strong historical financial performance and consistent growth across Europe and internationally. AgriFORCE plans to build on this growth through expansion of these consulting operations and the establishment of a Research and Development center in North America, higher penetration of its Asian markets, as well as expanding AgriFORCE’s operations in Europe.
- This planned acquisition will put the combined operations at the forefront of knowledge and IP development and research, which AgriFORCE plans to augment with increased revenue from sustainable cultivation, crop processing and technical solutions in the key CEA verticals.
This planned acquisition is an alliance of the two companies’ complementary expertise and shared values. Both AgriFORCE and this leading European AgTech consultancy are dedicated to making positive change in the lives of farmers and consumers. This is an unprecedented opportunity for exceptional innovation and, through synergies, expanded growth across both North America and Europe for both organizations.
Launching New Consumer Products
AgriFORCE plans to develop and commercialize new consumer products built on the Company’s proprietary MNG food processing IP, which has the ability to convert grain, pulses and root vegetables, into low-starch, low-sugar, high-protein, fiber-rich baking flour products, as well as a wide range of breakfast cereals, juices, natural sweeteners and baking enhancers.
The Company plans to launch the new branded specialty ingredients and foods business starting in the second half of 2022.
The AgriFORCE Impact
Current indoor and greenhouse practices are inefficient and rely on substantial utilities, infrastructure and operational costs1. AgriFORCE’s precision growth method presents an alternative that provides an efficient, controlled, pesticide-free environment and process that is designed to yield a higher crop volume.
Our intellectual property (IP) initially started out with a hydroponics focus to showcase its efficacy in a growing market. Now, we are expanding operations to refine our technology and methodology for vegetables and fruit, as well as in the growing sector of nutraceutical and pharmaceutical therapeutics, including plant-based vaccines. This is expected to add to our solid roster of patents, which are key IP assets for AgriFORCE.
Our foundational IP, supported by our ongoing commitment to develop and acquire IP, allow us to be a part of a larger solution in fixing the severe issues with the global food supply chain and in addressing challenges being faced in the cultivation of a range of high-value crops.
The AgriFORCE approach provides us with the ability to improve the supply chain from seed to sale – which means from plant propagation to the production process of plant-based foods and other products (such as medicine and supplements). All with a commitment to providing consumers with what they want and the world with what it needs.
Our foundational IP combines a uniquely engineered facility design and automated growing system to provide a clear solution to the biggest problems plaguing most agricultural verticals. It delivers a clean, self-contained environment that maximizes natural sunlight and offers near ideal supplemental lighting. It also limits human intervention and – crucially – it was designed to provide superior quality control. It was also created to drastically reduce environmental impact, substantially decrease utility demands, and lower production costs, while still delivering daily harvests and a higher crop yield. AgriFORCE provides what others in the industry can’t: a comprehensive and proprietary system that addresses the unique needs of each crop and that runs through the agricultural value chain to the end product.
Our clean, automated environment maintains what we believe is the lowest carbon footprint on the market compared to typical indoor growing facilities, while simultaneously producing toxin-free, United States Department of Agriculture (USDA) organic equivalent crops.
With our ongoing development and acquisition of IP, this is just the start of the AgriFORCE revolution of how crops are grown and how plant-based products are made.
NEWS
MANAGEMENT
Ingo Mueller
CEO
Ingo has been involved in the finance and advisory business for the past 20 years. In that time, he helped raise more than $200M for the companies he worked with. His previous executive experience includes being the CEO of Wigu City Edutainment Centres PLC, London Mining PLC (Colombia), and International Coal Company Ltd. In addition to his C-Suite experience, Ingo has acted in a strategic advisory capacity for companies, senior executives and principals around the world and across a broad cross-section of industries, including with multinational and international investment banks. Some of Ingo’s strategic advisory work has been with companies such as Daewoo Ship Building and Marine Engineering Co. Ltd., BAO Minerals (BAO STEEL Group) and Petro China. He has also worked with Hard Rock Hotel and Casinos, Donaco Pte Ltd. (Genting Group of Companies) and Minera Santa Fe.
Troy McClellan
President, AgriFORCE Solutions
Troy has focused on innovative design and construction technologies throughout his career, most recently as V.P. of Design and Construction at AgriFORCE Growing Systems. Prior to this, Troy held executive and senior management roles at W!gu City, MGM Macau, Wynn Design & Development (Macau), Universal Studios (Japan) and several globally recognized design firms. Troy is a registered professional architect and received his Master’s Degree in Architecture from Montana State University.
Mauro Pennella
President, AgriFORCE Brands and CMO, AgriFORCE Growing Systems
A well-respected brand and marketing professional with more than three decades of global consumer product experience, Mauro Pennella brings deep expertise to his dual role as President of AgriFORCE Brands and Chief Marketing Officer of AgriFORCE Growing Systems. Mauro oversees the creation and growth of the Company’s product brands across multiple agriculture verticals. He is responsible for the division’s P&L, including Marketing, Sales, R&D and Operations. Mauro also leads the brand, marketing and communications teams for AgriFORCE Growing Systems. Prior to joining AgriFORCE Mauro was Chief Growth & Sustainability Officer at McCain Foods; he also led and held senior executive roles at companies such Combe Incorporated, Conagra’s Lamb Weston, Diageo and Procter & Gamble – managing multiple divisions and global employee groups.
Richard Wong
CFO
Richard has over 25 years of experience in both start-up and public companies in the consumer goods, fertilizer, manufacturing, and forest industries. Richard has served as the CFO of Emerald Harvest Co., Dan-D Foods, Ltd., was the Director of Finance and CFO of SUGOI Performance Apparel and a partner at First Choice Capital Advisors.
SINCERELY,
