SMG Growing Media, Inc. signed a non-binding letter of intent to acquire remaining 19.5% stake in AeroGrow International, Inc. (OTCPK:AERO) from a group of sellers for $20.1 million on October 2, 2020. SMG Growing Media, Inc. entered into an agreement and plan of merger to acquire remaining 19.5% stake in AeroGrow International, Inc. from a group of sellers on November 11, 2020. J. Michael Wolfe, H. MacGregor Clarke, John K. Thompson, Grey H. Gibbs, Jack J. Walker, The Peierls Foundation, Inc., Lazarus Investment Partners LLLP and Michael S. Barish are selling stake. The shares will be acquired at $3 per share in cash. Scotts will use immediately available cash funds on hand to pay such consideration. The transaction would be structured as a merger of a wholly-owned acquisition subsidiary of Scotts with and into AeroGrow, with AeroGrow being the surviving entity and a wholly-owned subsidiary of Scotts following the consummation of the transaction. The transaction would also be subject to customary conditions, including, without limitation: (a) satisfactory completion by Scotts and its advisors of its confirmatory due diligence review of AeroGrow; (b) execution of the definitive documents; (c) receipt by the parties of all required and advisable material governmental, regulatory and third-party approvals and consents; (d) expiration of the waiting period under the Hart-Scott-Rodino Act, if applicable; (e) the absence of any material adverse change in the business, assets, liabilities, indebtedness, results of operations, financial condition or prospects of AeroGrow; and (f) the receipt by the special committee of the opinion of Stifel, Nicolaus & Company, Incorporated to the effect that the merger consideration is fair, from a financial point of view, to AeroGrow’s shareholders (other than SMG). The definitive documents would be subject to the final approval of the Board of Directors of Scotts and the Board of Directors of AeroGrow and approval from shareholders. Approval of the holders of at least a majority of the shares of Common Stock not beneficially owned by Scotts Miracle and their respective affiliates is not required under Nevada law for AeroGrow to complete the merger. The consummation of the transactions contemplated by the merger agreement is not subject to a financing condition. As of November 11, 2020, special committee of the Board of Directors of AeroGrow unanimously approved the merger agreement. The Board unanimously recommends that the shareholders vote “FOR” the approval of the Merger Agreement. The LOI is expected to expire by March 31, 2021. The transaction is expected to close by December 31, 2020. As of January 12, 2021, the Merger is expected to be completed in the first calendar quarter of 2021. Stifel, Nicolaus & Company will provide opinion to special committee of AeroGrow. Chris Hazlitt of Bryan Cave Leighton Paisner LLP acted as legal advisor to Special committee of AeroGrow. James L. Carpenter of Hutchinson Black and Cook, LLC acted as legal advisor to AeroGrow. Adam L. Miller of Vorys, Sater, Seymour and Pease LLP acted as legal advisor to SMG Growing Media. Nigel Bell, Derek Herbert and Kelly Knorr of Stifel Financial Corp. (NYSE:SF) acted as financial advisor to AeroGrow International, Inc. in the transaction. EQ Shareowner Services acted as transfer agent to AeroGrow. AeroGrow paid Stifel an opinion fee, of $450,000 for providing the Stifel opinion to the Special Committee (not contingent upon the consummation of the Merger), of which $225,000 is creditable against the transaction fee. SMG Growing Media, Inc. completed the acquisition of remaining 19.5% stake in AeroGrow International, Inc. (OTCPK:AERO) from a group of sellers on February 26, 2021. H. MacGregor Clarke, Chris J. Hagedorn, David B. Kent, Cory T. Miller and Patricia M. Ziegler ceased service as directors of AeroGrow International upon closing of the transaction. J. Michael Wolfe, Grey H. Gibbs and John K. Thompson ceased to be officers of AeroGrow International. Ivan C. Smith became the director of AeroGrow International. Michael C. Lukemire and Kelly S. Berry became the President and Vice President and Treasurer of AeroGrow International upon closing of the transaction.