Lavoro ordinary shares and warrants expected to
begin trading on Nasdaq on March 1, 2023 under ticker symbols
“LVRO” and “LVROW”, respectively
Gross proceeds of approximately $134.4 million
expected to fund Lavoro’s investment activities and growth
initiatives
Upon listing, Lavoro to be the first US-listed
pure-play Latin American agricultural inputs retailer
Lavoro Limited (“Lavoro” or the “Company”), the largest
agricultural inputs retailer in Brazil, and TPB Acquisition
Corporation I (“TPB Acquisition Corp.” or “TPBA”) (Nasdaq: TPBA,
TPBAW, TPBAU), a special purpose acquisition company sponsored by
The Production Board (“TPB”), today announced the completion of
their previously announced business combination (the “Business
Combination”). The Business Combination was approved at an
extraordinary meeting of TPBA shareholders on February 22, 2023,
and closed on February 28, 2023.
The ordinary shares and warrants of the combined company, Lavoro
Limited, are expected to begin trading on the Nasdaq Stock Market
(“Nasdaq”) under the ticker symbols “LVRO” and “LVROW”,
respectively, on March 1, 2023.
“The closing of this transaction and our forthcoming listing on
the Nasdaq is a major milestone for our entire Lavoro team,”
commented Ruy Cunha, Chief Executive Officer of Lavoro. “We are
thrilled to enter this next phase of growth as a publicly traded
company, as we believe we are uniquely positioned to expand our
footprint throughout Latin America and continue our mission to
address food insecurity and empower farmers by creating greater
access to innovative agricultural solutions.”
“We believe Lavoro is in an ideal position to improve global
food security while reducing the land, water and energy footprint
of our crops,” said David Friedberg, Founder of TPBA. “We are
immensely proud to have played a role in helping bring this
important agriculture company to the public markets. We look
forward to continuing to work together alongside Lavoro to help
them achieve their growth objectives and realize the margin
enhancement opportunity that we believe is inherent in this
business.”
The combined company will continue to be led by Chief Executive
Officer Ruy Cunha alongside the rest of the current Lavoro
management team. Lavoro’s Board of Directors comprises 7 directors,
Marcos de Mello Mattos Haaland, Ricardo Leonel Scavazza, Daniel
Fisberg, David Friedberg, Michael Stern, Lauren StClair and Eduardo
Daher. The Board’s three independent directors include Michael
Stern, Lauren StClair and Eduardo Daher.
Latin America’s Leading Independent Agricultural Inputs
Retailer – a Scaled, Profitable, and Growing Business
Through the acquisition of over 20 small- and medium-sized
companies, São Paulo-based Lavoro has quickly become Brazil’s
largest agricultural inputs retailer by revenue and market share.
Lavoro’s geographical presence also extends to Colombia, Peru,
Chile and Uruguay.
The Company offers farmers a comprehensive portfolio of
agriculture input products including seed, fertilizer, crop
protection, emerging biologics and other specialty products.
Lavoro’s 924 technical sales representatives have met with more
than 60,000 customers on farms and at 193 retail locations multiple
times per year to help them plan, purchase the right inputs, and
manage their farming operations to optimize outcomes.
Lavoro’s vertically-integrated crop inputs business, “Crop
Care,” is a major supplier of biologics and specialty fertilizers
in Brazil. Operating at the forefront of agriculture technology, we
believe the Company’s portfolio of proprietary biologics helps to
enable farmers to protect their crops from disease, pests, and
weeds without the carbon and environmental persistence of
traditional synthetic crop chemistry – while helping to improve
soil health and productivity, lowering the need for synthetic
fertilizers.
Demonstrating the strength of its acquisitions and organic
growth playbook, Lavoro successfully acquired and integrated 24
businesses, and generated R$8.2 billion in pro forma revenue in the
fiscal year ended June 30, 2022 alone and R$151.3 million in pro
forma net income in the same period. Lavoro grew its revenue by a
CAGR of 69% between fiscal year 2020 to fiscal year 2022, including
a 23% and 14% year-over-year organic growth in fiscal year 2021 and
fiscal year 2022, respectively. At the same time, Lavoro believes
it has also achieved robust organic growth through retail and
product portfolio expansion, as well as operational
improvements.
Transaction Overview
As a result of the transaction, Lavoro has received
approximately $134.4 million in gross proceeds, including the
contribution of $100 million that TPB has invested through a
private placement at $10.00 per share.
Lavoro plans to use the gross proceeds for investment activities
and growth initiatives, including:
- organic expansion of its retail footprint with new stores;
- acquisitions of additional agricultural retail and input
companies;
- introduction of new sustainable products and technological
services; and
- expansion of operations throughout Latin America.
Advisors
Barclays Capital Inc., Canaccord Genuity LLC and Stifel,
Nicolaus & Company, Incorporated served as capital markets
advisors to TPB Acquisition Corp. Cooley LLP acted as legal advisor
to TPB Acquisition Corp., Davis Polk & Wardwell LLP acted as
legal advisor to Lavoro, and White & Case LLP acted as legal
counsel to the capital markets advisors.
About Lavoro
Lavoro is Brazil’s largest agricultural inputs retailer and a
leading provider of agriculture biologics inputs. Through a
comprehensive portfolio, we believe Lavoro empowers farmers to
adopt breakthrough technology and boost productivity. Founded in
2017, Lavoro has a broad geographical presence, with distribution
operations in Brazil and Colombia, and an emergent agricultural
input trading company in Uruguay. Lavoro’s 924 technical sales
representatives have met with more than 60,000 customers on farms
and at 193 retail locations multiple times per year to help them
plan, purchase the right inputs, and manage their farming
operations to optimize outcomes. Learn more about Lavoro at
www.lavoroagro.com.br.
About The Production Board
Founded by David Friedberg, The Production Board is a venture
foundry and investment holding company established to solve the
most fundamental problems that affect our planet by reimagining
global systems of production across food, agriculture,
biomanufacturing, human health, and the broader life sciences. TPB
builds businesses based on emerging scientific discoveries,
partners with exceptional talent, and provides them with the
capital, infrastructure and market insights needed to deliver
meaningful improvement in the cost, energy, time, or carbon
footprint of conventional systems. TPB is backed by leading
strategic and financial investors, including Alphabet, Allen &
Company LLC, Cascade, and funds and accounts managed by BlackRock,
Baillie Gifford, Koch Disruptive Technologies, Counterpoint Global
(Morgan Stanley), Foxhaven Asset Management, and Arrowmark
Partners. Learn more about our work at www.tpb.co.
Forward-Looking Statements
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. The contents of any
website mentioned or hyperlinked in this press release are for
informational purposes and the contents thereof are not part of or
incorporated into this press release.
Certain statements made in this press release are “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 “aims,” “estimate,” “plan,” “project,”
“forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,”
“seek,” “target” or other similar expressions that predict or
indicate future events or trends or that are not statements of
historical matters. These forward-looking statements include, but
are not limited to, statements regarding the anticipated timing of
the trading of the combined company, the expected use of gross
proceeds from the business combination, the expectations regarding
the growth of Lavoro’s business and its ability to realize expected
results, including with respect to its Pro Forma Revenue and Pro
Forma Net Income; the viability of Lavoro’s growth strategy,
including with respect to its ability to grow market share in
Brazil, Latin America and globally, grow revenue from existing
customers, and consummate acquisitions; opportunities, trends and
developments in the agricultural input industry, including with
respect to future financial performance in the industry; the size
of Lavoro’s total addressable market; the expected benefits of the
business combination. These statements are based on various
assumptions, whether or not identified in this communication, and
on the current expectations of Lavoro’s and TPB’s Acquisition
Corp.’s management and are not predictions of actual performance.
These forward-looking statements are provided for illustrative
purposes only and are not intended to serve as, and must not be
relied on by any investor as, a guarantee, an assurance, a
prediction or a definitive statement of fact or probability. Actual
events and circumstances are difficult or impossible to predict and
will differ from assumptions. Many actual events and circumstances
are beyond the control of Lavoro and TPB Acquisition Corp.
These forward-looking statements are subject to a number of
risks and uncertainties, including but not limited to, the expected
benefits of the proposed business combination will not be obtained;
the effect of the announcement or pendency of the proposed
transaction on Lavoro’s business relationships, operating results,
and business generally; risks that the proposed transaction
disrupts current plans and operations of Lavoro and potential
difficulties in employee retention as a result of the proposed
transaction; the outcome of any legal proceedings that may be
instituted against Lavoro, TPB Acquisition Corp. or the combined
company related to the business combination agreement or the
transaction; the ability to maintain the listing of Lavoro’s
securities on Nasdaq; the price of Lavoro’s securities may be
volatile due to a variety of factors, including changes in the
competitive and regulated industries in which Lavoro operates,
variations in operating performance across competitors, changes in
laws and regulations affecting Lavoro’s business; Lavoro’s
inability to meet or exceed its financial projections and changes
in the combined capital structure; changes in general economic
conditions, including as a result of the COVID-19 pandemic; the
ability to implement business plans, forecasts, and other
expectations, and identify and realize additional opportunities,
changes in domestic and foreign business, market, financial,
political and legal conditions; the outcome of any potential
litigation, government and regulatory proceedings, investigations
and inquiries; costs related to the business combination and being
a public company and other risks and uncertainties indicated from
time to time in the proxy statement/prospectus filed by Lavoro
relating to the business combination or in the future, including
those under “Risk Factors” therein, and in TPB Acquisition Corp.’s
or Lavoro’s other filings with the SEC. If any of these risks
materialize or our assumptions prove incorrect, actual results
could differ materially from the results implied by these
forward-looking statements. There may be additional risks that
neither TPB Acquisition Corp. nor Lavoro presently know or that TPB
Acquisition Corp. nor Lavoro currently believe are immaterial that
could also cause actual results to differ from those contained in
the forward-looking statements.
In addition, forward-looking statements reflect TPB Acquisition
Corp.’s and Lavoro’s expectations, plans or forecasts of future
events and views as of the date of this press release. TPB
Acquisition Corp. and Lavoro anticipate that subsequent events and
developments will cause TPB Acquisition Corp.’s or Lavoro’s
assessments to change. However, while TPB Acquisition Corp. and the
TPB Acquisition Corp. may elect to update these forward-looking
statements at some point in the future, TPB Acquisition Corp. and
Lavoro specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as
representing TPB Acquisition Corp.’s or Lavoro’s assessments as of
any date subsequent to the date of this press release. Accordingly,
undue reliance should not be placed upon the forward-looking
statements.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230228006442/en/
For TPB: Rachel Konrad rachel@tpb.co, +1-650-924-5471
John Christiansen/Camilla Scassellati Sforzolini
TPB@fgsglobal.com
For Lavoro: Guilherme Nascimento
guilherme.augusto@lavoroagro.com.br +55 66 9 9911-3093
Fernanda Rosa fernanda.rosa@lavoroagro.com +55 41 9
9911-2712
TPB Acquisition Corporat... (NASDAQ:TPBA)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024
TPB Acquisition Corporat... (NASDAQ:TPBA)
Graphique Historique de l'Action
De Juin 2023 à Juin 2024