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 drive the growth of the unified business and achieve
coordinated success to realize value for all stakeholders."
Raymond Chang,
Chief Executive Officer and Chairman of the Board of Agrify,
stated, "We believe the cannabis industry needs consolidation. The
combined forces of Agrify and Nature's Miracle will elevate our
innovative, disruptive, and high-quality technology and service
offerings for both the cannabis and agriculture industries.
Nature's Miracle's lighting and indoor farming offerings, along
with Agrify's cultivation and extraction technologies, will allow
operators to utilize AI and automation to scale with operational
consistency. We are optimistic the strength of the combined
company's IP in vertical farming and extraction is a significant
growth opportunity."
About Nature's Miracle Holding Inc.
Nature's Miracle is an integrated agriculture technology company
providing equipment and services to the Controlled Environment
Agriculture industry. Through its two wholly-owned subsidiaries
Visiontech Group, Inc. and Hydroman, Inc., the company offers
products including horticultural lighting, irrigation systems,
power distribution systems, materials and equipment to indoor,
greenhouse, hydroponic and vertical growers. Nature's Miracle has
also developed cost-effective solutions for greenhouse systems,
automated vertical farming, and modular container grow systems.
Nature's Miracle was founded and continues to be led by
James Li who co-founded China
Hydroelectric Corporation, one of the largest small hydroelectric
companies listed on the NYSE ("CHC") and by President Jonathan Zhang, who built Efinity, a
well-recognized and respected brand of grow lighting in the indoor
farming and controlled environment field. For more information,
please visit www.Nature-Miracle.com.
About Agrify
Agrify is a leading provider of innovative cultivation and
extraction solutions for the cannabis industry, bringing data,
science, and technology to the forefront of the market. Agrify's
proprietary micro-environment-controlled Vertical Farming Units
(VFUs), enable cultivators to produce the highest quality products
with unmatched consistency, yield, and ROI (return on investment)
at scale. Agrify's comprehensive extraction product line, which
includes hydrocarbon, ethanol, solventless extraction,
post-processing, and lab equipment, empowers producers to maximize
the quantity and quality of extract required for premium
concentrates. For more information, please visit Agrify's website
at www.agrify.com.
Forward-Looking Statements
Except for historical information contained herein, this press
release contains certain "forward-looking statements" within the
meaning of the federal U.S. securities laws with respect to the
merger agreement and business of Nature's Miracle and Agrify; other
future references such as the anticipated synergies resulting from
the transactions contemplated by the merger agreement, the parties'
ability to close the proposed merger on the expected timeline or at
all, the expected share ownership by former Agrify shareholders in
the combined company, the services and markets of Nature's Miracle
and Agrify, our expectations regarding future growth, results of
operations, performance, future capital and other expenditures,
competitive advantages, business prospects and opportunities,
future plans and intentions, results, level of activities,
performance, goals or achievements or other future events. These
forward-looking statements generally are identified by words such
as "anticipate," "believe," "expect," "may," "could," "will,"
"potential," "intend," "estimate," "should," "plan," "predict," or
the negative or other variations of such statements, reflect our
management's current beliefs and assumptions and are based on the
information currently available to our management. Forward-looking
statements are predictions, projections and other statements about
future events that are based on current expectations and
assumptions and, as a result, are subject to risks and
uncertainties. Many factors could cause actual results or
developments to differ materially from those expressed or implied
by such forward-looking statements, including but not limited to:
(i) the risk that the business and revenue prospects of Nature's
Miracle may not materialize which may adversely affect the price of
Nature's Miracle's securities; (ii) the occurrence of any
unforeseen event that would impact continued listing of Nature's
Miracle's or Agrify's securities on the Nasdaq exchange; (iii)
changes in the competitive industries in which Nature's Miracle and
Agrify operates, variations in operating performance across
competitors, changes in laws and regulations affecting Nature's
Miracle's and Agrify's business and changes in the combined capital
structure; (iv) the ability to implement business plans, forecasts
and other expectations after the completion of the proposed
transactions contemplated by the merger agreement; (v) the risk of
downturns in the market and Nature's Miracle's and Agrify's
industry including, but not limited to market prices of indoor
grower's produce, transportation costs, competition with outdoor
growers and demand in the consumer marketplace; and (vi) the risk
that the parties may not be able to satisfy one or more of the
closing conditions to the transaction. For additional details on
the uncertainties that may cause our actual results to be
materially different than those expressed in our forward-looking
statements, please review the most recent Annual Reports on Form
10-K filed by Nature's Miracle and by Agrify with the Securities
and Exchange Commission at www.sec.gov, particularly the
information contained in the section entitled "Risk Factors."
Forward-looking statements speak only as of the date on which they
are made, and neither Nature's Miracle nor Agrify assume any
obligation to update or revise any forward-looking statements or
other information contained herein, whether as a result of new
information, future events or otherwise. You are cautioned not to
put undue reliance on these forward-looking statements. Neither
Nature's Miracle nor Agrify gives any assurance that it will
achieve its expectations.
Company Contact
George
Yutuc
Chief Financial Officer
George.yutuc@nature-miracle.com
Investor Relations Contact
Shannon Devine/Rory
Rumore
MZ North America
Main: 203-741-8811
NMHI@mzgroup.us
Agrify Investor Relations
IR@agrify.com
(857) 256-8110
View original
content:https://www.prnewswire.com/news-releases/natures-miracle-and-agrify-corporation-announce-signing-of-the-definitive-merger-agreement-302147659.html
SOURCE Nature's Miracle Holding Inc.