Apr. 21 at 12:06 PM
$MLEC $BIOX Moolec Science, Bioceres Group enter business combination agreement
Moolec Science has entered into a Business Combination Agreement with Bioceres Group and other related entities in an all-stock transaction. Subject to the terms and conditions of the BCA, which was signed on April 17, several parties will transfer their respective holdings in Bioceres Group, Nutrecon, and Gentle Technologies, resulting in an enlarged corporate structure with Moolec as the parent company. In exchange, Moolec will issue a combination of up to 87M newly issued shares and 5M warrants to the shareholders of the Contributed Entities.
Following the closing of the Business Combination, Moolec will become uniquely positioned in the agricultural value-chain, with a powerful and validated technology discovery and development engine that can address in a cost-competitive way multiple upstream and downstream needs. Moolec's new value proposition will be centered around modifying or improving seeds and microbes to positively impact the way we utilize land and water resources, while preserving and/or improving human health.
As stated in their most recent annual reports, the companies and brands, which will be controlled or co-controlled by Moolec at the closing of the Business Combination, manage a portfolio of more than 800 patents and over 550 product registrations, which translates into more than half a billion dollars of goods and services sold in their last fiscal year, to customers in more than 50 different countries.Finally, as reported Gaston Paladini will step down as CEO Director and Chairman of the Board, effective immediately following Moolec's Extraordinary General Meeting to be held on April 22.
The Business Combination was unanimously approved by the Board of Directors of all the entities participating in the deal. It is expected to close during the second quarter of 2025 or thereafter, and it is subject to finalizing Moolec's reverse stock split process and re-domicile to the Cayman Islands among other customary closing conditions and regulatory approvals. This includes the approval by Moolec's shareholders at a special meeting of shareholders of proposals relating to the Business Combination. Given that the transaction was originally proposed by about 70% of Moolec's current shareholders, the Company expects strong shareholder support for the Business Combination approval.
The Business Combination will be consummated through an equity exchange. Bioceres Group's shareholders will surrender their share ownership in Bioceres Group and will receive in exchange up to 80,590,280 shares of Moolec. The shareholders of 100% of Nutrecon and 50% of Gentle Tech will surrender their ownership in these two entities and will receive in exchange 6,475,000 shares of Moolec and 5,000,000 warrants of Moolec at a strike price of
$2.00 per warrant, subject to adjustment based on the results of the reverse stock split process. The intrinsic value of the exchange ratio and the
$2 strike price of warrants represent both a compelling premium to Moolec's current stock price, and a unique opportunity to assemble one of the most formidable public companies in the agricultural industry.
