AeroFarms Announces Merger with Spring Valley Acquisition Corp

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26th March 2021, London, UK: ADM Capital Europe LLP, advisor to the Cibus Fund, the Cibus Clara Fund and the Cibus Eleanor Fund (‘Cibus’), is delighted to share that AeroFarms today announced its intention to go public via a merger with Spring Valley Acquisition Corp (SPAC).

Alastair Cooper Head of Venture Investments at ADM Capital said, “We are very pleased with this news which lays the groundwork for an IPO planned for July 2021 that will provide a significant injection of capital allowing for a greatly accelerated growth plan. Cibus sees this announcement as a validation of its strategy of investing in world leading companies utilising new technologies to provide disruptive solutions for the transition of food production towards a sustainable footing.”

As at December 2020, Cibus valued AeroFarms at $580m, if the merger is successful and the valuation holds and Cibus exits at this or a higher value, there will be a notable further mark up.

AeroFarms have released the following announcement with details of the merger:

AeroFarms, the World Leader in Indoor Vertical Farming, to Become Publicly Traded Company through Combination with Spring Valley Acquisition Corp.

• AeroFarms® is revolutionizing agriculture, leveraging its proprietary technology platform to grow great-tasting produce at commercial scale and innovate the market for vertical farming.
• Founded in 2004, AeroFarms is a certified B Corporation and public benefit corporation on a mission to grow the best plants possible for the betterment of humanity.
• $1.9 trillion total addressable market today, with opportunities to enter new product categories with established, industry-leading strategic partnerships.
• AeroFarms data science driven and fully-controlled technology platform enables the company to better understand plants, optimize farms, improve quality and reduce costs.
• AeroFarms’ Dream Greens® brand wins on quality, flavor, taste and texture with products sold throughout the Northeast U.S. at major retailers, including Whole Foods Market, ShopRite, Amazon Fresh and FreshDirect.
• Business combination is expected to fully fund the equity needs of AeroFarms’
growth strategy, including expanding retail distribution and market penetration, constructing additional farms, introducing future generations of proprietary farming technology and entering new product categories.

• All AeroFarms’ stockholders will roll 100% of their equity holdings into the new public company.
• Transaction is expected to provide up to $357 million in gross proceeds to AeroFarms – comprised of Spring Valley’s $232 million of cash held in trust, assuming no redemptions, and a $125 million fully committed PIPE at $10.00 per share, including investments from leading institutional investors, AeroFarms insiders, and Pearl Energy Investments, the sponsor of Spring Valley.
• Following the expected second quarter 2021 transaction close, the combined company is expected to have an estimated pro forma equity value of approximately $1.2 billion and will remain listed on Nasdaq under the new ticker symbol “ARFM.”

Contact
ADM Capital Europe LLP
Imogen Talbot
[email protected]
0203 155 1980

Notes to editors
About ADM Capital
ADM Capital is a Hong Kong and London-based private credit and private equity fund manager and adviser. Founded in 1998, ADM Capital manages or advises USD 2.6bn across a range of funds. With over 45 people operating out of 4 international offices, ADM Capital manages closed-ended and open-ended funds as well as a number of managed accounts. With its long track record and expertise in Asia, ADM Capital focuses on off-market private transactions accessed via its extensive, proprietary network. ADM Capital Europe launched the Cibus Fund in 2017 and the Cibus Enterprise Fund in 2019 (the ‘Cibus Funds’).

About the Cibus Fund and the Cibus Enterprise Fund
The Cibus Fund focusses on mid-market investment opportunities in sustainable food processing and production companies, primarily in North America, Europe and Australasia with a ten percent allocation to early stage high growth agritech investments. The Cibus Enterprise Fund has a global mandate to invest in late-stage venture companies disrupting the agritech sector. Both Funds take advantage of the significant investment opportunities presented by global demographic changes, shifting trade and consumption patterns and the inability of the world’s fastest growing economies to meet rapidly increasing regional demand for high-value foods driven by burgeoning middle classes. In addition, the Cibus Funds target companies with strong management teams that are active in one or more stages of high-value food chains and looks for companies that are established category champions with a demonstrable technological advantage. Investments are evaluated on their environmental sustainability as a key determinant of value creation.

In October 2018, The Cibus Fund was the first fund to be given ‘Guernsey Green Fund’ status by the Guernsey Financial Services Commission. The Guernsey Financial Services Commission launched the Guernsey Green Fund in July 2018 and it is only awarded to those funds which meet strict eligibility criteria designed to reassure investors that funds are invested in line with appropriate environmental standards. Cibus has been granted this status in recognition of the fact it regards environmental sustainability as a key determinant of value creation.

For more information: www.cibusfund.com

Legal References and Disclaimer:

References herein to “Cibus Enterprise Fund” or “Cibus” are references to the Cibus Enterprise Fund LP managed by Cibus Investments Limited and advised by ADM Capital Europe LLP. References to “ADM Capital Europe” are to ADM Capital Europe LLP and references to “ADM Capital” are to ADM Capital Europe LLP and Asia Debt Management Hong Kong Limited. Those members and employees of ADM Capital Europe LLP who are involved in advising the Cibus Funds are referred to as the “Cibus Team”. This release does not constitute an offer to subscribe for and Cibus fund or any fund managed by Cibus Investments Limited including any prospective funds.

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