Arcadia Biosciences Announces a Series of Strategic Transactions with Bioceres Crop Solutions
— Arcadia receives a total of $8 million in up-front and contingent cash and 1.875 million BIOX shares
— Arcadia sells its interest in Verdeca to Bioceres and will receive future trait royalties up to $10 million on HB4® soybean sales
— Arcadia licenses GoodWheat™ to Bioceres in South and Central America and will receive future royalties on all GoodWheat sales
DAVIS, Calif. (Nov. 12, 2020) –Arcadia Biosciences, Inc. (Nasdaq: RKDA) today announced a series of strategic transactions with Bioceres Crop Solutions Corp (NYSE: BIOX), including the sale of its membership interest in Verdeca, a soybean joint venture the two companies formed in 2012. In another transaction, Bioceres acquired license rights to Arcadia’s GoodWheat™ technologies in South and Central America.
Under the terms of the agreement, Arcadia will receive $6 million in cash, including reimbursement of transaction related expenses and fees, with an additional $2 million in cash to be paid upon achievement by Verdeca of specific regulatory and commercial milestones. Arcadia also receives 1.875 million unregistered shares of BIOX common stock and a royalty stream up to $10 million on HB4® soybean sales.
“For more than a half-dozen years, we’ve successfully collaborated with Bioceres through our Verdeca joint venture to combine our capabilities in plant genomics, product development and global crop deregulation to bring the first drought tolerant, herbicide resistant product – HB4 soybeans – to market,” said Matthew Plavan, president and CEO of Arcadia Biosciences. “We believe it’s time now to consolidate the commercial leadership of the HB4 program under Bioceres, with its strong reputation and footprint in South American agriculture, the primary target market for HB4 soybeans.”
“Receiving a sizable stake in Bioceres and ongoing HB4 royalty revenue allows Arcadia to continue sharing in the HB4 opportunity, while the cash component of the transaction further strengthens our balance sheet,” Plavan continued. “At the same time, turning over the reins to our trusted partner to consolidate critical decision making and execution enables greater agility for forward commercialization of Verdeca’s pipeline.”
“Verdeca has been a truly successful venture between our two companies,” said Federico Trucco, chief executive officer of Bioceres Crop Solutions. “However, as we enter the HB4 commercial phase, we and our Arcadia partners agree that the joint venture is no longer an optimal structure. Therefore, we opted to acquire 100 percent ownership of Verdeca, while at the same time welcoming Arcadia as a BIOX shareholder.”
As part of the strategic transaction, Bioceres also acquired license rights to Arcadia’s GoodWheat portfolio of branded non-GMO specialty wheat products in South and Central America, along with Arcadia’s specialty safflower oil assets.
“South and Central America are important wheat markets for our GoodWheat products,” continued Plavan. “Bioceres is the ideal partner to represent our brand, as we seek to leverage their deep network of production and commercial partners together with their integrated product offerings in crop nutrition and crop protection.”
“We are very pleased to collaborate with Arcadia on its GoodWheat platform,” added Trucco. “We have followed the development and initial market reception of the GoodWheat portfolio of products in the United States and are eager to be the first to bring these high-value products to South and Central America, where we expect the grower demand to be strong and the food ingredient applications to be broad.”
Rabobank acted as financial advisor to Arcadia Biosciences for the transactions.
About Arcadia Biosciences, Inc.
Arcadia Biosciences (Nasdaq: RKDA) is a leader in science-based approaches to enhancing the quality and nutritional value of crops and food ingredients. The company’s GoodWheat™ branded ingredients deliver health benefits to consumers and enable consumer packaged goods companies to differentiate their brands in the marketplace. The company’s GoodHemp™ seed catalog delivers genetically superior hemp seeds and clones, applying the company’s proprietary crop innovation technology, ArcaTech™, to an emerging crop. Arcadia’s agricultural traits are being developed to enable farmers around the world to be more productive and minimize the impact of agriculture on the environment. For more information, visit www.arcadiabio.com.
About Bioceres Crop Solutions
Bioceres Crop Solutions Corp. (NYSE American: BIOX) is a fully integrated provider of crop productivity technologies designed to enable the transition of agriculture towards carbon neutrality. To do this, Bioceres’ solutions create economic incentives for farmers and other stakeholders to adopt environmentally friendlier production practices. The company has a unique biotech platform with high-impact, patented technologies for seeds and microbial ag-inputs, as well as next generation crop nutrition and protection solutions. Through its HB4® program, the company is bringing digital solutions to support growers’ decisions and provide end-to-end traceability for production outputs. For more information, visit https://investors.biocerescrops.com.
Verdeca, a U.S.-based joint venture between Bioceres Crop Solutions and Arcadia Biosciences, develops and deregulates soybean varieties with next-generation agricultural technologies. Working in partnership with South American growers, Verdeca aims to provide technologies that help increase crop productivity, making more efficient and sustainable use of land and water resources. For more information visit www.verdeca.com.
Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially, and reported results should not be considered as an indication of future performance. These risks and uncertainties include, but are not limited to: Arcadia’s, Bioceres’, Verdeca’s and their partners’ and affiliates’ ability to develop and commercialize products incorporating their traits, and complete the regulatory review process for such products, including obtaining approval from China; Bioceres’ compliance with laws and regulations that impact Verdeca’s business, and changes to such laws and regulations; Verdeca’s future capital requirements and ability to satisfy its capital needs; fluctuations in BIOX’s stock price; and the other risks set forth in Arcadia’s and Bioceres’ filings with the Securities and Exchange Commission from time to time, including the risks set forth in Arcadia’s Annual Report on Form 10-K for the year ended December 31, 2019, Bioceres’ Annual Report on Form 20-F for the year ended June 30, 2020, and other filings. These forward-looking statements speak only as of the date hereof, and Arcadia Biosciences, Inc. and Bioceres Crop Solutions Corp. disclaim any obligation to update these forward-looking statements.
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