Nov 30, 2022
AgroFresh Solutions to merge with Paine Schwartz Partners affiliate

AgroFresh Solutions Inc. has entered into a definitive merger agreement with investment funds affiliated with Paine Schwartz Partners, a global leader in sustainable food chain investing.

The investment funds will acquire all of AgroFresh’s outstanding common stock for $3 per share in cash.

This represents a 91% premium over the company’s share price at market close on Oct. 26, an 88% premium over the company’s unaffected 60-day volume-weighted average price as of Oct. 26, and a 33% premium over Agrofresh’s 52-week trading high prior to October 26.

A special committee of independent directors of the AgroFresh board of directors, in consultation with its independent financial and legal advisors, unanimously determined that the merger agreement is advisable, fair to, and in the best interests of, the unaffiliated stockholders of the company and recommended it for approval by the board. The merger agreement was subsequently approved by the disinterested members of the board.

“This transaction marks an important milestone in AgroFresh’s history as the company embarks on a new chapter as a private company,” AgroFresh CEO Clint Lewis said in a news release. “This transaction with Paine Schwartz will provide enhanced flexibility for AgroFresh to build on its strong foundation and advance its mission of preventing food waste and conserving the planet’s resources for years to come.

“We are confident that this agreement is in the best interests of the company and all its stakeholders and represents the best path forward to maximize value for shareholders,” Lewis said, according to the release.

“We know AgroFresh well and think highly of its solutions and technologies that enhance the quality and extend the shelf life of fresh produce for the benefit of the food supply chain and resource conservation,” Kevin Schwartz, CEO of Paine Schwartz, said in the release. “As a private company with additional support from Paine Schwartz, AgroFresh will have access to the financial resources it needs to invest further in R&D and expansion efforts, while enabling the company to address its capital structure. We are pleased to continue our partnership with AgroFresh and look forward to supporting the company’s long-term growth and success.”

Consummation of the transaction is conditioned on approval of the unaffiliated stockholders of the company and is subject to other customary closing conditions. The transaction is expected to close in the first quarter of 2023.

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