AgriFORCE previously announced a definitive agreement with MNG on September 15, 2021. MNG, based in Boise, Idaho, has developed a proprietary process to naturally transform grains, seeds and pulses into delicious, nutritious, high-fiber, high-protein and ultra-low-starch baking flours. The Company’s initial focus is on wheat, in which the flour has applications for baked goods, breads and snacks. The un(Think) brand aims to evolve the way people think about their favorite foods and create a new standard for nutrition 
Tell us about the (un)Think brand – what does it mean/stand for?
(un)Think stands for changing the obvious. We want consumers to un(Think) what it means to eat nutritious food. We want to shift the perception about great tasting food products that are often avoided because they might impact our health — we aim to provide products that are good for you and that don’t compromise on the taste consumers love.
At AgriFORCE – we decided to un(Think) the way we process grains, and no one else has done this. Just us. We took the time to awaken the goodness of the grains by capturing what has always been there. We don’t add anything or take anything away – it is 100 percent natural grain. We just worked with Mother Nature (instead of against her) to make the best of the grain.
LOI to Acquire Deroose Plants NV, One of the Largest Tissue Culture Propagation Companies in the World
Deroose acquisition brings multi-national operations, over 2.11 million square feet in laboratory and greenhouse facilities, and a proprietary portfolio of genetic IP for plantation and food crops
Deroose’s unaudited 2021 annual revenues were US $40.5 million with EBITDA of approximately US $4.2 million
VANCOUVER, British Columbia, March 10, 2022 (GLOBE NEWSWIRE) --
AgriFORCE Growing Systems Ltd. (“the Company") (NASDAQ: AGRI; AGRIW), an intellectual property (IP)-focused AgTech company dedicated to advancing sustainable cultivation and crop processing across multiple verticals, has entered into a binding letter of intent to acquire Deroose Plants NV (“Deroose”), one of the largest tissue culture propagation companies in the world with a leadership position in horticulture, plantation crops, and fruit and vegetables.
Founded in 1980, Deroose has multi-national operations in Europe, North America, and Asia, over 2.11 million square feet of laboratory and greenhouse facilities1, and over 800 employees2. Deroose’s unaudited 2021 revenues were US$40.5 million(3) with EBITDA of approximately US$4.2 million (4).
The binding LOI is subject to completion of standard due diligence and entry into a definitive purchase agreement, which shall include commercially standard terms and conditions, including, but not limited to, representations and warranties, covenants, events of default and conditions to closing.
The net purchase price by AgriFORCE is expected to be approximately US$69 million. The purchase price represents approximately $46.4 million for the Deroose business on a cash and debt free basis and $22.6 million for the IP portfolio.
Transaction Highlights
The AgriFORCE acquisition of Deroose is expected to provide the following strategic benefits:
- Strengthens AgriFORCE’s integrated AgTech business model by providing a leading position in tissue culture propagation and plant cultivation, including a robust IP portfolio, aimed at delivering increased crop yields with a reduced environmental footprint.
Enables AgriFORCE and Deroose to drive further growth in core markets for the development and trade of horticulture, plantation crops, as well as fruits and vegetables, building on Deroose’s IP, driving improved genetics and higher yields.
Building on Deroose’s strong financial performance and consistent growth in multiple locations across the world, AgriFORCE and Deroose plan for additional growth through expansion into new and high value crops.
Ingo Mueller, CEO of AgriFORCE Growing Systems, commented: “Adding to the momentum of our recent
definitive agreement with Delphy Groep BV (Delphy), we look forward to welcoming Deroose into the AgriFORCE family of companies, as we continue to move forward with our vision to become a world leader in delivering next-generation foods and plant products for businesses and consumers. Our two companies are strongly aligned with transforming the agriculture industry through IP, innovative technologies and expertise that enable cleaner, better crops with reduced environmental impact. Deroose’s specific crop IP enables increased yields per hectare for crops such as rubber, palm and banana. This is particularly important where arable land is scarce and restricted
(5) and with governments no longer allowing additional land to be made available for these crops. We believe this positions AgriFORCE and Deroose to deliver value by maximizing the sustainability and productivity of available land, especially in tropical climates. In addition, we believe Deroose’s IP provides significant barriers to entry to potential competitors, given the robust patent estate, and typical timelines to research and develop such processes, which could easily exceed a decade. Finally, with the Deroose acquisition, we see opportunities to capitalize on a variety of business synergies, including building on Deroose’s Florida Campus to replicate Delphy’s R&D innovation center for the North American markets.”
Maurice van Winden, the CEO of Deroose Plants NV, added: “With over 40 years of history, Deroose is a highly innovative company specialized in tissue culture propagation, and we are very excited to join AgriFORCE. Both our IP and vision are highly complementary, as we are committed to growth through the development of new plants, new cultivation techniques, and pursuing new market opportunities. We are extremely excited about commercializing our new portfolio of genetics for plantation and food crops. We have invested over a decade in development of this IP and believe we can significantly improve the impact that these crops have on the environment, while providing much needed supply sources to the rubber and food industries. Furthermore, strengthening our foothold in North America and accelerating growth into new crops is a strong focus for us in the years ahead.”