Union Acquisition Corporation (LTN), announced this morning that they have entered into a definitive share exchange agreement with Bioceres, a Latin American agricultural biotech company, with an anticipated initial enterprise value of approximately U.S.$456 million.  Post consummation of the transaction, which is expected to close in the first quarter of 2019, Union will change its name to Bioceres Crop Solutions and is expected to continue its listing on the New York Stock Exchange (“NYSE”) under the new symbols “BIOX” (shares) and “BIOX WS (warrants).

Bioceres, which is headquartered and with primary operations in Argentina, is a fully integrated provider of crop productivity solutions, including seeds, seed traits, seed treatments, biologicals, high-value adjuvants and fertilizers.  Argentina is its key end-market as well as one of the largest markets globally for GM crops and through its main operational subsidiary, Rizobacter, the Company has a growing and significant international presence, particularly in Brazil and Paraguay.

Quick takes:  This is going to depend on how you feel about genetically modified seeds and crops.  It’s a complicated, hot button topic for many with a wide variety of differing view points.  On the one hand, producing draught resistant or disease resistant crops or seeds in our era of climate change, could potentially be very lucrative.  On the other hand, there are others who bring up companies like Montsanto, which we won’t get into here since it’s a very complicated issue. Google it.  However, what we can note is that Bioceres has previously tried to IPO for roughly $100 million three separate times – once in 2015 and twice in 2018 (the filings are still listed on sec.gov).  Make of that what you will.  We’ll be listening in to the conference call for further information.  Details listed below.

INVESTOR CONFERENCE CALL

At 12 p.m. EST on November 9, 2018, Bioceres and UAC will host a joint conference call to discuss the business combination. Hosting the call will be Federico Trucco, Bioceres’ Chief Executive Officer; Kyle Bransfield, UAC’s Chief Executive Officer; and Enrique Lopez Lecube, Bioceres’ Chief Financial Officer.

November 9, 2018 Call
U.S. Toll Free: 1 (877) 637-0581
International: 1 (470) 279-3841
Pin number: 34124

Replay (available 2:00 p.m. ET November 9, 2018 to 11:59 a.m. ET November 16, 2018)
Domestic: 1 (855) 783-9457
International: 1 (470) 280-0793
Replay Pin number: 34124#

THE TRANSACTION

• No minimum cash condition to closing
• Following the Reorganization, Bioceres LLC will contribute all if its equity interest in Bioceres and Bioceres Semillas to Union (“UAC”) in exchange for 27,116,174 ordinary shares of UAC (“UAC Shares”) and 7,500,000 warrants ( “UAC Warrants”), each to purchase one UAC Share.
  • 7,500,000 warrants in three (3) tranches of 2,500,00 warrants struck at $11.50, $15.00 and $18.00

HIGHLIGHTS

• Implied pro forma equity value of U.S.$429 million and enterprise value of U.S.$456 million (at $10.00)
• Board of directors will be restructured to consist of seven members, five of whom will be selected by Bioceres, the remaining two by Union Acquisition Corporation.
• Current Bioceres S.A. management team will remain in their current roles.
• Union Acquisition Corp’s cash (net of redemptions and fees) will be used for:
  • Rizobacter (exercise of a call option to acquire an additional 29.9% stake for a total of 80% ownership)
    • Certain Rizobacter shareholders have committed to accept payment for the call option in UAC shares if cash is unavailable at closing.
  • Growth investments (new product development, expansion into new geographies, enhanced distribution capabilities)
  • Possible opportunistic “tuck-in” acquisitions.
• No minimum cash condition to closing.

ADVISORS

• UBS Investment Bank is acting as exclusive capital markets advisor to UAC.
• Atlantic-Pacific Capital, Inc., Ladenburg Thalmann & Co. Inc. and Brookline Capital Markets, LLC, a division of CIM Securities, LLC are acting as M&A advisors to UAC.
• Arnold & Porter Kaye Scholer LLP and Graubard Miller are acting as legal advisors to UAC.
• Linklaters LLP and Marval O’Farrell & Mairal are acting as legal advisors to Bioceres.