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    TG0   LU2424514904

KALERANPV

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06/28Kalera Public Limited Company and Agrico Acquisition Corporation Announce Closing of Business Combination and listing on NASDAQ
AQ
06/27Received application for delisting
AQ
06/27Kalera - Last day of trading in Kalera S.A.'s shares on Euronext Growth Oslo
AQ
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SummaryMost relevantAll NewsOther languagesPress ReleasesOfficial PublicationsSector news

Kalera S.A. - Update on the proposed business combination of Kalera and Agrico

06/24/2022 | 02:02am EST
Orlando, Florida, 24 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 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.

The Company has applied to Oslo Børs ASA to have its shares delisted from
Euronext Growth Oslo, contingent on such delisting being resolved at the
Company's extraordinary general meeting to approve the business combination
transaction (the "Kalera Special Meeting"). The number of received proxy and
voting cards is sufficient to resolve such delisting at the Kalera Special
Meeting. The Kalera Special Meeting will be opened on 27 June 2022 at 16:00
hours CEST, then temporary suspended, before being reassumed on 28 June 2022 at
07:30 hours CEST to give effect to the closing mechanisms under the business
combination agreement.

Tentative key dates and information for the completion of the business
combination transaction is as follows:
o Last day of trading in the Company's shares on Euronext Growth Oslo: 27 June
2022
o Consummation of the business combination transaction: 28 June 2022
o First day of trading in Pubco's shares on Nasdaq: 29 June 2022
o Consideration Shares delivered through Euronext Securities Oslo: On or about
29 June 2022
o ISIN: IE0009BOA4C9


About Kalera
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.


Eric Birge
ir@kalera.com
313-309-9500

Click here for more information

© Oslo Bors ASA, source Oslo Stock Exchange

Stocks mentioned in the article
ChangeLast1st jan.
AGRICO ACQUISITION CORP. -1.35% 0.1391 Delayed Quote.-98.62%
KALERANPV 0.00%End-of-day quote.0.00%
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