Orlando, Florida, 27 June 2022 - Reference is made to the stock exchange
announcements published by Kalera S.A. (the "Company") (Euronext Growth Oslo:
KAL) and its predecessor Kalera AS regarding the proposed business combination
with Agrico Acquisition Corp.
Subject to the satisfaction of customary closing conditions, (or waiver if
permissible pursuant to the business combination agreement), it is expected that
the transaction will be consummated on 28 June 2022 (the "Closing Date"), with
the first day of trading in the shares of Kalera Public Limited Company
("Pubco") on Nasdaq being 29 June 2022.
The last day of trading in the Company's shares on Euronext Growth Oslo is
today, 27 June 2022.
The Company's shareholders will, as a consequence of the business combination
transaction, have their shares in the Company cancelled. As consideration, each
shareholder of the Company will receive shares in Pubco (the "Consideration
Shares") in accordance with a 0.181 exchange ratio, meaning that each share in
the Company gives the right to receive 0.181 Consideration Shares. Fractional
shares will not be issued, and the number of Consideration Shares will be
rounded down to the nearest whole number. There will be no cash payment for
fractional positions. Each shareholder of the Company will also receive one
contingent value right per Company share, which will entitle such shareholder to
receive its pro rata portion of an amount of Consideration Shares equal to up to
10% of the issued and outstanding Consideration Shares as of the Closing Date
upon the achievement of certain milestones related to the share price of the
Consideration Shares following the Closing Date.
It is the shareholders of the Company as of 27 June 2022 (as registered in the
shareholders register of the Company with the Norwegian Central Securities
Depository (Euronext Securities Oslo) as of 29 June 2022 pursuant to Euronext
Securities Oslo's standard two days' settlement procedure), that will receive
Consideration Shares. The Consideration Shares are expected to be delivered
through Euronext Securities Oslo on or about 29 June 2022.
Kalera is a vertical farming company headquartered in Orlando, Florida. Kalera
uses technology to ensure that more people around the world have access to the
freshest, most nutritious, and cleanest products available. It has spent several
years optimizing plant nutrient formulas and developing an advanced automation
and data acquisition system with Internet of Things, cloud, big data analytics
and artificial intelligence capabilities. Kalera currently operates farms in the
US (in Orlando, Florida; Atlanta, Georgia; Houston, Texas and Denver, Colorado),
as well as in Kuwait. Additional farms are under development. More information
is available at www.kalera.com.
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