Bioceres Crop Solutions Corp. (NasdaqGS:BIOX) entered into a definitive agreement and plan of merger to acquire Marrone Bio Innovations, Inc. (NasdaqCM:MBII) from Ardsley Advisory Partners LP, Ospraie Ag Science LLC and others for approximately $240 million on March 16, 2022. As a part of consideration, Bioceres will issue 0.088 shares for each share in Marrone. If the Merger Agreement is terminated Bioceres in connection with such actions, then Marrone shall be obligated to pay Bioceres a fee equal to $9.7 million. Upon closing of the transaction, Marrone will become a wholly owned subsidiary of Bioceres. At least two individuals designated by Marrone to be appointed to Bioceres' board of directors.

Consummation of the Merger is subject to the approval of Marrone stockholders, the receipt of required regulatory approvals, the expiration or termination of all waiting periods under the Hart-Scott Rodino Antitrust Improvements Act of 1976 and receipt of any other specified merger control consents or clearances, the effectiveness of the registration statement to be filed by Parent with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Merger Agreement, the approval for listing on Nasdaq of Bioceres ordinary shares to be issued as Merger Consideration in connection with the Merger, subject to official notice of issuance and satisfaction of other customary closing conditions. The Merger Agreement was unanimously approved by the board of directors Bioceres and Marrone. Bioceres entered into a Transaction Support Agreement with certain of Marrone stockholders, who, collectively and in the aggregate, hold voting power over approximately 48.9% of the outstanding Company Common Stock. As of June 9, 2022, the shareholders meeting of Marrone is scheduled on July 8, 2022. As of July 11, 2022 the transaction was approved by Marrone shareholders and regulatory approval have been satisfied. The transaction is expected to close in the third quarter of calendar 2022. As on July 11, 2022, the transaction is expected to close on July 12, 2022.

Matthew S. Poulter, Sean McKeever, Jonathan Gafni, John Eichlin and Brenda DiLuigi of Linklaters LLP (USA) acted as legal advisor to Bioceres Crop Solutions Corp. Roth Capital Partners, LLC acted as financial advisor and Alfredo B. D. Silva, Michael G. O'Bryan and Joseph P. Sulzbach of Morrison & Foerster LLP acted as legal advisors to Marrone Bio Innovations, Inc. Houlihan Lokey Capital, Inc. acted as financial advisor with a service fee of $225,000 and fairness opinion provider with a service fee of $225,000 to Marrone Board. Michael Weinsier and Taylor Weinstein of Pryor Cashman LLP acted as the legal advisor to Ospraie Ag Science LLC in the transaction. Morrow Sodali Global LLC acted as information agent to Marrone Bio Innovations, Inc. American Stock Transfer & Trust Company, LLC acted as transfer agent to Marrone Bio Innovations, Inc. Aaron Dixon of Alston & Bird LLP acted as counsel to Houlihan Lokey.

Bioceres Crop Solutions Corp. (NasdaqGS:BIOX) completed the acquisition of Marrone Bio Innovations, Inc. (NasdaqCM:MBII) from Ardsley Advisory Partners LP, Ospraie Ag Science LLC and others on July 12, 2022. Newly issued Bioceres shares will commence trading on the Nasdaq Global Select Market under the symbol “BIOX”. MBII will continue to operate its existing lines of business and products under the name ProFarm as a wholly owned subsidiary of Bioceres. North Carolina Headquarters will be discontinued, and corporate and business support functions will be assumed by Bioceres. As a result of the closing of the transaction, Bioceres announced changes to its Board of Directors and leadership team. Yogesh Mago and Keith McGovern who served on MBII´s Board of Directors until the closing of the transaction, will join Bioceres´ Board of Directors. Kevin Helash will be stepping down from his role as Chief Executive Officer of MBII. Matti Tiainen will join Bioceres´ leadership team as Managing Director for North America & Europe and President of ProFarm.