NEW YORK, Aug. 3, 2015 /PRNewswire/ -- Boulevard
Acquisition Corp. (NASDAQ: BLVD, BLVDU, BLVDW) announced that it
completed the acquisition of AgroFresh, the post-harvest specialty
chemical business of The Dow Chemical Company (NYSE: DOW), on
Friday, July 31, 2015. The
transaction was unanimously approved by the boards of directors of
both companies and was approved by a vote of Boulevard's
shareholders on July 29, 2015.
With the closing of this transaction, AgroFresh has become a wholly
owned subsidiary of Boulevard Acquisition Corp., and Boulevard has
been renamed AgroFresh Solutions, Inc. Its common stock and
warrants will be traded on NASDAQ under the symbols "AGFS" and
"AGFSW", respectively, beginning on August
3, 2015.
AgroFresh Solutions is a global industry leader in providing
innovative data-driven specialty chemical solutions aimed at
enabling growers and packers of fresh produce to preserve and
enhance the freshness, quality and value of fresh produce and to
maximize the percentage of produce supplied to the market relative
to the amount of produce grown. Its flagship product is the
SmartFresh™ Quality System, a freshness protection technology
proven to maintain firmness, texture and appearance of fruits
during storage and transport. SmartFresh is currently
commercialized in 45 countries worldwide. AgroFresh is
headquartered in Collegeville,
Pennsylvania.
Thomas Macphee, Chief Executive
Officer of AgroFresh Solutions, Inc., said, "We are excited to
launch AgroFresh Solutions as a stand-alone, publicly listed global
specialty chemicals business. We believe our company, the
leading post-harvest specialty chemical business, is well
positioned to generate strong risk-adjusted returns for our
shareholders. We expect to continue to grow through strategic
expansion of our core franchise, the development of a robust
pipeline of high-value solutions that preserve the quality and
value of fresh produce, and the pursuit of related, accretive
acquisitions."
Mr. Macphee leads an experienced AgroFresh management team with
decades of experience in specialty chemicals and agricultural
science. The team includes Stan
Howell, President; Peter
Vriends, Head of Europe,
Middle East, Africa and Asia; Scott
Harker, Head of North
America, Australia and
New Zealand; and Mark Zettler, Vice President, R&D and
Regulatory Affairs.
AgroFresh Solutions' Board of Directors is comprised of
Nance K. Dicciani, who is expected to be named Non-Executive
Chair, Thomas Macphee, Robert Campbell, Gregory M. Freiwald,
Torsten Kraef, Derek Murphy,
Stephen S. Trevor, and Macauley
Whiting, Jr.
As per the terms of the transaction, Boulevard has purchased
AgroFresh in exchange for 17.5 million shares of Boulevard Common
Stock and $635 million in cash, for a
total of $810 million (at a valuation
of the Boulevard shares at $10 per
share). Dow will retain a non-consolidated minority ownership
position in AgroFresh Solutions, initially holding approximately
35% of the company's shares, while the stockholders of Boulevard
will initially hold approximately 55% and certain investors which
have entered into separate subscription agreements with the Company
to purchase shares of Boulevard Common Stock in connection with the
closing of the transaction will own approximately 10% of the
outstanding common stock of the post-transaction company.
About Boulevard Acquisition Corp.
Boulevard Acquisition Corp. was a public investment vehicle
formed by Avenue Capital Group, a global alternative investment
firm, for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses.
Boulevard completed its initial public offering in February 2014, raising $220.5 million in cash proceeds.
Forward-Looking Statements
This news release may include "forward-looking statements"
within the meaning of the "safe harbor" provisions of the United
States Private Securities Litigation Reform Act of 1995. All
statements, other than statements of historical facts, included in
this news release that address activities, events or developments
that AgroFresh Solutions expects or anticipates will or may occur
in the future are forward-looking statements and are identified
with, but not limited to, words such as "anticipate", "believe",
"expect", "estimate", "plan", "outlook", and "project" and other
similar expressions. These statements are based on certain
assumptions and analyses made by Boulevard and AgroFresh Solutions
in light of its experience and its perception of historical trends,
current conditions and expected future developments as well as
other factors it believes are appropriate in the
circumstances. Actual results may differ materially from
those expressed herein due to many factors such as, but not limited
to, (i) the ability to generate strong risk-adjusted returns for
AgroFresh Solutions' stockholders, (ii) the ability of AgroFresh
Solutions to grow through strategic expansion of its core franchise
and develop a robust pipeline of high-value solutions, (iii) the
performance of AgroFresh Solutions, (iv) costs related to the
business combination, (v) changes in applicable laws or
regulations, (v) the possibility that AgroFresh Solutions may be
adversely affected by other economic, business, and/or competitive
factors, and (vi) the ability of the combined company to continue
to meet the NASDAQ Global Select Market's listing standards, and
the risks identified in Boulevard's prior and future filings with
the SEC (available at www.sec.gov), including the definitive proxy
statement filed on July 16, 2015 with
the SEC in connection with the transaction and Boulevard's
Annual Report on Form 10-K for the fiscal year ended December 31, 2014. These statements speak only as
of the date they are made and both Boulevard and AgroFresh
Solutions undertake no obligation to update any forward-looking
statements contained herein to reflect events or circumstances
which arise after the date of this news release. Investors
are cautioned that forward looking statements with respect to
revenues, earnings, performance, strategies, prospects and other
aspects of the businesses of AgroFresh, Boulevard and the combined
company after completion of the business combination are based on
current expectations that are subject to risks and
uncertainties.
Contact:
For Boulevard Acquisition Corp.
Todd Fogarty
Kekst and Company
+1 (212) 521-4854
todd-fogarty@kekst.com
For AgroFresh Solutions, Inc.
Erica Bartsch
Sloane & Company
+1 (212) 446-1875
ebartsch@sloanepr.com
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SOURCE Boulevard Acquisition Corp.; AgroFresh Solutions,
Inc.