Infimer reports that today it signed an agreement with Future Crops, which operates in the field of high-tech and food-tech, following the binding memorandum of principles between the companies, which the company reported on October 19.
The agreement stipulates that on the date of completion of the transaction between Infimer and Future Crops – against the sale and transfer to the company of all rights in Future Crops, the company will allocate to shareholders, purchasers, shares representing 69% of the company’s capital.
Milestones were also set regarding the company’s value, sales targets and strategic agreements, which give the right to future allocations to buyers.
Completion of the agreement is subject, among other things, to the approval of the court under the Companies Law, according to which with the approval of the arrangement, Infimer and its subsidiary Infimer Technologies, will be left without obligations to creditors who are not current controlling shareholders in the company.
For the purpose of settling the debts of the company and the subsidiary, the purchasers agreed to provide the company with a loan of NIS 1.4 million, which will be held in trust until the date of completion of the transaction.
Furthermore, at the time of completion, the Company will incur a debt of $ 2.5 million to the purchasers, which is part of the consideration of
Infimer for the transfer and sale of all rights in Future Crops.
Additional conditions for completing the transaction: raising at least NIS 35 million from the public, or a lower amount approved by the purchasers and the company (but at least an amount that will allow the company’s shares to be traded on the stock exchange’s main list), according to a minimum market value of NIS 200 million before raising from the public. Or a lower value to be approved by the purchasers, the approval of the general meeting of the company the transaction.
To the extent that the binding documents are signed and to the extent that the transaction is not completed within 165 days from the date of signing the Memorandum of Principles (subject to the parties’ right to extend by agreement), the agreements between the parties will be rescinded.
Gary Greenspan, one of the founders of Future Crops, serves as its CEO and will continue to serve as CEO upon completion of the transaction. Greenspan owns 5% of Future Crops, has 25 years of experience in the food products field and most recently served as CEO of the Strauss Group.
Future Crops is engaged in the field of vertical agriculture, and has developed in collaboration with researchers and experts from the Volcanic Institute, innovative technological solutions for the improvement of agricultural crops under controlled conditions, which allow to adapt agricultural produce to market needs, in terms of quality and quantity.