Management to Host Corporate Update Conference Call to Discuss the Transaction on
Under the terms of the Purchase Agreement, the Buyers have agreed to purchase an aggregate of
The closing of the transactions contemplated by the Purchase Agreement (the "Closing") is anticipated to occur in
Concurrently with its entry into the Purchase Agreement, the Company has also entered into the following debt refinancing transactions:
- An amendment to the senior secured promissory notes (the "Waddell Notes") issued and sold to
Ivy Science & Technology Fund, Waddell & Reed Advisors Science & Technology Fundand Ivy VIP Science & Technology (collectively, "Waddell"), which provides for the conversion, at the Closing, of $35,000,000aggregate principal amount of the Waddell Notes into an aggregate of 20,000,000 shares of Common Stock, representing a conversion rate of $1.75per share, and warrants to purchase 4,000,000 shares of Common Stock for $1.25per share; and
- An amendment to the Company's loan agreement with
Gordon Snyder(the "Snyder Loan Agreement"), in his capacity as administrative agent to the lenders under such agreement, which provides for the conversion, at the Closing, of $10,000,000aggregate principal amount of indebtedness currently outstanding under the Snyder Loan Agreement to an aggregate of 5,714,285 shares of Common Stock, representing a conversion rate of $1.75per share, and warrants to purchase 1,142,856 shares of Common Stock for $1.25per share.
In addition to the above transactions, as of
In accordance with the Purchase Agreement, the Company intends to appoint two new Class I directors designated by Ospraie to the Company's board of directors, effective upon the Closing. In addition, the Company has agreed to take all necessary actions to procure the election of two additional directors designated by Ospraie to the Company's board of directors as Class II directors at the Company's 2018 Annual Meeting of Stockholders.
The Company expects to receive approximately
Upon closing of the proposed transactions, the Company expects to have an aggregate of approximately 101.9 million shares of Common Stock
outstanding, as well as outstanding warrants to purchase an aggregate of approximately 52.7 million shares of Common Stock for a weighted average exercise price of
Furthermore, the Company's outstanding indebtedness is expected to be reduced from an aggregate principal amount of
Subject to satisfaction of conditions to the Closing, the transactions announced today are expected to provide financial support for the Company's continued operations and future development goals for the foreseeable future, and will result in significant improvements to the Company's balance sheet, reductions to the Company's anticipated interest expense going forward and significant improvements to the Company's future cash flows.
"We believe these transactions represent a significant milestone in our corporate history, putting us in a strong position to execute and focus on our core business—which continues to drive ahead," said
The shares of Common Stock and warrants described above have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities described herein.
Conference Call and Webcast
Management will host a conference call today,
Corporate Update Conference Call and Webcast
International Dial-in: 1-323-994-2083
Conference ID: 6809093
Please dial in at least 10 minutes before the start of the call to ensure timely participation.
A playback of the call will be available through
Additional Information Regarding the Proposed Transactions and Where to Find It
For a more detailed description of the above proposed transactions, including a copy of the Purchase Agreement and the amendments to the Waddell Notes and the Snyder loan Agreement, please refer to the Company's Current Report on Form 8-K, dated as of the date of this press release.
The proposed transactions will be submitted to the stockholders of the Company for their approval at the Company's 2017
Annual Meeting of Stockholders. In particular, the Company's stockholders will be asked to approve the issuance of Common Stock and warrants to purchase Common Stock in connection with the Purchase Agreement and related financing transactions, as well as to approve Ospraie becoming a holder of greater than 20% of the Company's outstanding shares of Common Stock. In connection with such approvals, the Company will file with the
Participants in the Solicitation
The Company and some or all of its directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from the Company's stockholders in respect of the proposed transactions. Information regarding the directors and executive officers of the Company is contained in Company's Annual Report on Form 10-K/A filed with the
Smart. Natural. Solutions.
MBI is dedicated to pioneering smart biopesticide solutions that support a better tomorrow for both farmers and consumers around the globe. For more information, please visit www.marronebio.com.
Forward Looking Statements
This press release contains
forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this press release regarding strategy, future operations and plans, including assumptions underlying such statements, are forward-looking statements, and should not be relied upon as representing MBI's views as of any subsequent date. Examples of such statements include statements regarding the timing and potential completion of the proposed transactions, anticipated net proceeds from the transactions, and the Company's anticipated resulting equity and debt capital structures, any future payments under the Ospraie Note, the Company's planned appointment of directors to be designated by Ospraie, the timing of the Company's 2017 Annual Meeting of Stockholders, the Company's execution of its business, and the potential benefits of the Company's
products. Such forward-looking statements are based on information available to the Company as of the date of this release and involve a number of risks and uncertainties, some beyond the Company's control, that could cause actual results to differ materially from those anticipated by these forward-looking statements, including failure to satisfy any closing conditions of the transactions, including stockholder approval, the effects of industry, economic or political conditions outside of our control, the failure to appropriately apply the proceeds from the proposed transactions or to realize the benefits of the reduction in our debt, or delay in realization thereof, operating costs and business disruption following completion of the transactions, transaction- related costs, consumer, regulatory and other factors affecting demand for the Company's products, any difficulty in marketing
MBI's products in global markets, competition in the market for pest management products, lack of understanding of bio-based pest management products by customers and growers, and adverse decisions by regulatory agencies and other relevant third parties. Additional information that could lead to material changes in MBI's performance is contained in its filings with the
Marrone Bio Innovations Contacts:
Telephone: +1 (530) 750-2800
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