ROHSTOFF INTERNATIONAL

3:39 | 09.11.2018
Bioceres and Union Acquisition Corp. Announce Execution of Definitive Share Exchange Agreement

Bioceres, a leading Latin American agricultural biotech company (the
“Company”), and Union Acquisition Corp. (NYSE: LTN) (“UAC”), a special
purpose acquisition company, today announced the execution of a
definitive share exchange agreement (the “Exchange Agreement”), pursuant
to which Bioceres will contribute its agricultural solutions business in
exchange for equity of UAC. This transaction is expected to result in a
combined company with an anticipated initial enterprise value of
approximately U.S.$456 million, assuming no redemptions of UAC public
shares. Immediately upon consummation of the transaction, UAC will
change its name to Bioceres Crop Solutions and is expected to continue
its listing on the New York Stock Exchange (“NYSE”) with respect to its
shares and warrants under the new symbols “BIOX” and “BIOX WS,”
respectively.

The transaction, which is expected to close in the first quarter of
2019, is subject to customary closing conditions, including receipt of
the requisite approval of UAC’s shareholders. There is no minimum cash
condition to closing. With proceeds from this transaction remaining
after any redemptions of UAC public shares, Bioceres will consolidate
its ownership interest in key subsidiary Rizobacter up to 80%. Following
the completion of the business combination, the combined company will be
led by Federico Trucco, Chief Executive Officer of Bioceres. Kyle
Bransfield and Juan Sartori, currently serving on the board of directors
of UAC, will join the combined company’s board of directors.

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.

Juan Sartori, Chairman of UAC, said: “As a Global Agriculture
investor, having the opportunity to invest in a pioneer in the ag-tech
space that has built a market leading position in Latin America is a
unique opportunity. We believe the global growth potential of Bioceres’
HB4 family of products represents a rare investment opportunity.”

Kyle Bransfield, Chief Executive Officer of UAC, said: “We are proud to
partner with a company whose innovative biotechnology products provide
solutions to the growing global food shortage challenge in an
environmentally responsible way. We’ve been extremely impressed with
Bioceres’ management team and look forward to our partnership.”

Federico Trucco, Chief Executive Officer of Bioceres, said: “This
transaction materializes one very important objective that we had for
2018, which is to become a NYSE listed entity. We believe we are at a
significant inflection point in our Company´s history, and with proceeds
from this transaction we expect to be able to successfully launch our
innovative technologies and continue to expand our global footprint.
Furthermore, we are very excited to have the sponsorship of UAC in this
process and look forward to its contribution to the future of our
business.”

Additional information about the business combination will be provided
in a current report on Form 8-K, which will include an investor
presentation, that will be filed with Securities and Exchange Commission
(the “SEC”) on November 9, 2018, and will be available on the SEC’s
website at www.sec.gov.
Investors are encouraged to review these materials.
Conference Call Information
At 12 p.m. EST on November 9, 2018, Bioceres and UAC will host a joint
conference call to discuss the business combination with the investment
community. 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.
Participant Dial In:

Interested parties may listen to the prepared remarks via telephone by
dialing U.S. Toll Free: 1 (877) 637-0581, or for international callers,
1 (470) 279-3841 and entering Pin number: 34124.

A telephone replay will be available from 2:00 p.m. ET on November 9,
2018 to 11:59 a.m. ET on November 16, 2018 and can be accessed by
dialing 1 (855) 783-9457, or for international callers, 1 (470) 280-0793
and entering replay Pin number: 34124#.
About Bioceres
Bioceres is a fully integrated provider of crop productivity solutions,
including seeds, seed traits, seed treatments, biologicals, high-value
adjuvants and fertilizers. Unlike most industry participants that
specialize in a single technology, chemistry, product, condition or
stage of plant development, Bioceres has developed a multi-discipline
and multi-product platform capable of providing solutions throughout the
entire crop cycle, from pre-planting to transportation and storage.
Bioceres’ platform is designed to cost effectively bring high value
technologies to market through an open architecture approach. Bioceres’
headquarters and primary operations are based in Argentina, which is its
key end-market as well as one of the largest markets globally for GM
crops. Through its main operational subsidiary, Rizobacter, the Company
has a growing and significant international presence, particularly in
Brazil and Paraguay. Bioceres leverages its relationship with its
historical shareholders, many of whom are agricultural leaders and key
participants in Bioceres’ end markets, to increase adoption of its
products and technologies.

Bioceres Investment Highlights:

Leading position in large and growing agricultural markets with
favorable industry dynamics, with a focus on biological assets aimed
at crop protection, nutrition and seeds.

Global leader in drought-tolerance technologies, through the HB4
family of products – the only technology of its type available today
for soybean production.

Through the Rizobacter brand, Bioceres is a world leader in production
and sale of soybean biologicals, with over 20% global market share in
inoculants.

Extensive distribution & commercial platform with over 700
distributors globally and sales in 25 different countries.

Proven track-record on delivering strong financial results.
About UAC
Union Acquisition Corp. is a blank check company organized for the
purpose of effecting a merger, share exchange, asset acquisition, stock
purchase, recapitalization, reorganization, or other similar business
combination with one or more businesses or entities. UAC’s efforts to
identify a prospective target business are not limited to any particular
industry or geographic region, although the Company has focused on
target businesses located in Latin America. The Company is led by Juan
Sartori, Chairman of the Board of the Company and Chairman and founder
of Union Group, and Kyle P. Bransfield, Chief Executive Officer of the
Company and Partner of Atlantic-Pacific Capital, Inc.
Forward Looking Statements
This communication includes “forward looking statements” within the
meaning of the “safe harbor” provisions of the United States Private
Securities Litigation Reform Act of 1995. Forward-looking statements may
be identified by the use of words such as “forecast,” “intend,” “seek,”
“target,” “anticipate,” “believe,” “expect,” “estimate,” “plan,”
“outlook,” and “project” and other similar expressions that predict or
indicate future events or trends or that are not statements of
historical matters. Such forward looking statements include estimated
financial information. Such forward looking statements with respect to
revenues, earnings, performance, strategies, prospects and other aspects
of the businesses of UAC, Bioceres or the combined company after
completion of the business combination are based on current expectations
that are subject to known and unknown risks and uncertainties, which
could cause actual results or outcomes to differ materially from
expectations expressed or implied by such forward-looking
statements. These factors include, but are not limited to: (1) the
occurrence of any event, change or other circumstances that could give
rise to the termination of the Exchange Agreement and the proposed
business combination contemplated therein; (2) the inability to complete
the transactions contemplated by the Exchange Agreement due to the
failure to obtain the approval of the shareholders, or other conditions
to closing in the Exchange Agreement; (3) the ability of UAC to continue
to meet applicable NYSE listing standards; (4) the risk that the
proposed business combination disrupts current plans and operations of
Bioceres as a result of the announcement and consummation of the
transactions described herein; (5) the ability to recognize the
anticipated benefits of the proposed business combination, which may be
affected by, among other things, competition, the ability of the
combined company to grow and manage growth profitably, maintain
relationships with customers and suppliers and retain its management and
key employees; (6) costs related to the proposed business combination;
(7) changes in applicable laws or regulations; (8) the possibility that
Bioceres may be adversely affected by other economic, business, and/or
competitive factors; and (9) other risks and uncertainties indicated
from time to time in the definitive registration statement of UAC in
connection with the proposed business combination and the proxy
statement/prospectus contained therein, including those under “Risk
Factors” therein, and other documents filed or to be filed with the SEC
by UAC. Investors are cautioned not to place undue reliance upon any
forward-looking statements, which speak only as of the date made. UAC
and Bioceres undertake no commitment to update or revise the
forward-looking statements, whether as a result of new information,
future events or otherwise. Anyone using the presentation does so at
their own risk and no responsibility is accepted for any losses which
may result from such use directly or indirectly. Investors should carry
out their own due diligence in connection with the assumptions contained
herein. The forward-looking statements in this communication speak as of
the date of this communication. Although UAC may from time to time
voluntarily update its prior forward-looking statements, it disclaims
any commitment to do so whether as a result of new information, future
events, changes in assumptions or otherwise except as required by
applicable securities laws.
Additional Information and Where to Find It
For additional information on the proposed transaction, see UAC’s
Current Report on Form 8-K, which will be filed promptly.

In connection with the proposed transaction, UAC will file a
Registration Statement on Form S-4, which will include a preliminary
proxy statement/prospectus of UAC. Once the Registration Statement is
declared effective by the SEC, UAC will mail a definitive proxy
statement/prospectus and other relevant documents to its shareholders.

Investors and security holders of UAC are advised to read, when
available, the preliminary proxy statement/prospectus, and amendments
thereto, and the definitive proxy statement/prospectus in connection
with UAC’s solicitation of proxies for its extraordinary general meeting
of shareholders to be held to approve the proposed transaction because
the proxy statement/prospectus will contain important information about
the proposed transaction and the parties to the proposed transaction.

Stockholders will also be able to obtain copies of the Registration
Statement, including the proxy statement/prospectus, and Form 8-K,
announcing entry into the Exchange Agreement, without charge on the
SEC’s website at www.sec.gov,
or by directing their request to: Union Acquisition Corp., 400 Madison
Ave., Suite 11A, New York, NY 10017.
No Offer or Solicitation
This announcement is for informational purposes only and is neither an
offer to sell, nor a solicitation of an offer to buy any securities or
the solicitation of any vote in any jurisdiction pursuant to the
proposed transactions or otherwise, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in which the
offer, solicitation, or sale would be unlawful prior to the registration
or qualification under the securities laws of any such jurisdiction. No
offer of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of 1933, as
amended.
View source version on businesswire.com: https://www.businesswire.com/news/home/20181108006113/en/


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