AGFY - Nature's Miracle Holding Inc. and Agrify Corporation Agree to Merge | Benzinga
- Combined Entity is Expected to Become the Leading Provider of CEA Products and Solution
- AGRIFY Brings Industry-Leading Cultivation and Extraction Solution Service
- Immediately Realizable Financial and Operational Synergies
UPLAND, Calif., April 17, 2024 (GLOBE NEWSWIRE) -- Nature's Miracle Holding Inc. (NASDAQ:NMHI) ("Nature's Miracle" or the "Company"), a leader in vertical farming technology and infrastructure, today announced it has entered into a term sheet to acquire 100% of all the outstanding shares of Agrify Corporation (NASDAQ:AGFY) ("Agrify"), a leading provider of innovative cultivation and extraction solutions.
When closed, the strategic acquisition of Agrify is expected to bring a meaningful revenue stream for Nature's Miracle through Agrify's powerful SaaS and AI technology which can be applied to Nature's Miracle's vertical farming business, while its leading market share in cannabis extraction continues to drive revenue growth. In return, Agrify will benefit from the distinct expertise and strong operators that comprise the Nature's Miracle management team and its prominent market position providing advanced horticultural and cultivation lighting technologies powering agricultural vertical farming.
Under the terms of the agreement, Nature's Miracle expects to acquire Agrify through issuing shares of Nature's Miracle common stock which would result in Nature's Miracle wholly owning Agrify. Each shareholder of Agrify would be expected to receive approximately 0.45 of a share of Nature's Miracle common stock for each share of Agrify common stock, subject to customary adjustments. Based on the fully diluted shares outstanding of 15,174,501 (including warrants) and NMHI closing price of $0.93 as of April 16, 2024, AGFY equity is valued at $6,350,528, or $0.4185 per share. Upon closing of the Merger, Raymond Chang, Chief Executive Officer and Chairman of the Board of Agrify, will assume the role as President of the Agrify division of Nature's Miracle and will join the board of Nature's Miracle. The transaction is expected to close within six months of this announcement, subject to completion of mutual due diligence, shareholder approval and customary closing conditions.
Pursuant to the term sheet with Agrify, Nature's Miracle agreed to purchase approximately $750,000 of horticultural LED lighting goods from Agrify prior to the closing of the acquisition. Nature's Miracle also executed a term sheet related to the current debt of Agrify held by two entities controlled by Raymond Chang, Agrify's Chief Executive Officer. Pursuant to the term sheet, Nature's Miracle will purchase all of the outstanding indebtedness from the entities with a combination of cash and Nature's Miracle stock.
James Li, Chief Executive Officer of Nature's Miracle, commented, "Following our recent public company debut, we are thrilled to announce the signing of a term sheet to acquire Agrify. As we reviewed opportunities to accelerate our business's growth, it was clear that Agrify represented a business with immediate ...