On May 24, 2022, Deveron Corp. (TSXV: FARM) (“Deveron”), a leading agriculture data company in North America, announced the completion of its acquisition of a 67% equity interest (the “Acquisition”) in A&L Canada Laboratories East, Inc. (“A&L”), a leading Canadian soil health and plant tissue testing laboratory. Pursuant to the terms of the share purchase agreement entered into in connection with the Acquisition, Deveron has an option to purchase the remaining 33% of A&L following the three-year anniversary of the closing of the Acquisition.
Under the terms of the Acquisition, the total consideration paid to the vendor shareholders was comprised of: (i) $37.8 million in cash; (b) $4.9 million in promissory notes; and (c) 13,688,182 common shares (“Common Shares”) in the capital of the company at a deemed issue price of $0.55 per Common Share.
Deveron also financed the cash component of the purchase price (the “Financing”) of the Acquisition through: (i) a $28.3 million credit facility provided by Toronto-Dominion Bank (the “Credit Facility”); (ii) a non-brokered private placement of $10 million in unsecured convertible debentures (the “Convertible Debenture Financing”); and (iii) the company’s treasury cash.
Deveron is an agriculture technology company that uses data and insights to help farmers and large agriculture enterprises increase yields, reduce costs and improve farm outcomes.
Miller Thomson advised Deveron on the Credit Facility and the Convertible Debenture Financing with a team led by Mack Hosseinian (Capital Markets & Securities), and comprised of Jonathan Tong, Brandon Meyer (Capital Markets & Securities); David Reynolds and Margaret Shodeinde (Financial Services); as well as Manjit Singh and Carolyn Inglis (Corporate Tax).
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