Philadelphia-based AgroFresh Solutions Inc. has confirmed it has entered into a definitive merger agreement with investment funds affiliated with Paine Schwartz Partners.
Under the agreement, Paine Schwartz will acquire all of the outstanding common stock of AgroFresh Solutions for $3 per share in cash, according to a news release. That, the release said, represents a 91% premium over the company’s share price at market close on Oct. 26, an 88% premium over the stock’s unaffected 60-day volume-weighted average price as of Oct. 26, and a 33% premium over the company’s 52-week trading high prior to Oct. 26.
The release said 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, the release said.
“This transaction marks an important milestone in AgroFresh’s history as the company embarks on a new chapter as a private company,” Clint Lewis, CEO for AgroFresh, said in the 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.”
Kevin Schwartz, CEO of Paine Schwartz, said in the release that Paine Schwartz thinks highly of AgroFresh’s solutions and technologies that enhance the quality and extend the shelf life of fresh produce for the benefit of the food supply chain.
“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,” Schwartz said in the release. “We are pleased to continue our partnership with AgroFresh and look forward to supporting the company’s long-term growth and success.”
The transaction is expected to close in the first quarter of 2023, according to the release.
