AGFY - Nature's Miracle and Agrify Corporation Announce Signing of the Definitive Merger Agreement | Benzinga
Transaction Expected to Close in the Second Half of 2024
ONTARIO, Calif., May 16, 2024 /PRNewswire/ -- Nature's Miracle Holding Inc. (NASDAQ:NMHI) ("Nature's Miracle" or the "Company"), a leader in vertical farming technology and infrastructure, and Agrify Corporation (NASDAQ:AGFY) ("Agrify"), announced today that both parties have signed a definitive agreement and plan of merger ("Agreement") in which a new wholly-owned subsidiary of Nature's Miracle will merge with and into Agrify, with Agrify surviving the merger as a wholly-owned subsidiary of Nature's Miracle. The signing of the definitive agreement directly follows the previously announced term sheet for the merger.
The Transaction
Agrify shareholders will each be issued 0.45 of a share of Nature's Miracle common stock for each share of Agrify common stock that they hold. Based on the companies' current capitalization, it is anticipated that Agrify shareholders will collectively own approximately 30% of the post-merger common stock of the combined companies. In addition, Nature's Miracle agreed to purchase and guarantee certain senior and junior notes issued by Agrify with a combination of cash and Nature's Miracle stock.
The Opportunity
The management teams of Nature's Miracle and Agrify will unite, enriched with deep industry and public company operational expertise, to create an industry leading consolidated organization focused on indoor vertical farming supported by a prominent cannabis extraction division. Upon completion of the merger, management will focus on increasing Nature's Miracle's market share supported by the alliance of the core business segments of each company including LED lighting, grow feed, indoor farming control systems, AI enabled technology and software, and operations to source product in Asia and expand manufacturing in the U.S. The transaction is expected to close in the second half of 2024, subject to shareholder approval and other customary closing conditions.
Management Commentary
James Li, Chief Executive Officer of Nature's Miracle, commented, "As we work towards merger completion, we are confident that the "one" Nature's Miracle and Agrify business will result in significant market share growth as consumer adoption increases across the vertical farming agriculture industry. The collaboration going forward with Raymond and his skilled Agrify team is representative of a long history of industry interaction and represents natural business synergies from cross-sell opportunities to savings on public-company expenses and working together to reduce sourcing and manufacturing costs. Our goal is to ...