AgroFresh Solutions, Inc. confirmed it has entered into a definitive merger agreement with investment funds affiliated with Paine Schwartz Partners, a sustainable food chain investor, pursuant to which such funds will acquire all of the outstanding common stock of the company for $3.00 per share in cash. This represents a 91 percent premium over the company’s share price at market close on October 26, 2022, an 88 percent premium over the company’s unaffected 60-day volume-weighted average price (“VWAP”) as of October 26, 2022 and a 33 percent premium over the company's 52-week trading high prior to October 26, 2022.
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 we embark on a new chapter as a private company,” said Clint Lewis, chief executive officer for AgroFresh. “This transaction will provide enhanced flexibility to build on its strong foundation and advance its mission of preventing food waste and conserving the planet’s resources. We are confident 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.”
“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,” said Kevin Schwartz, chief executive officer of Paine Schwartz. “As a private company with additional support from Paine Schwartz, AgroFresh will have access to financial resources 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 and look forward to supporting its long-term growth and success.”
Consummation of the transaction is conditioned on the 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.