Kalera AS to Acquire &ever GmbH to Form a Global Leader in the Vertical Farming Industry

August 11, 2021

&ever has been represented on the global market since 2015 and operates a large vertical farming facility in Kuwait, in addition to in-store grow-towers in Germany. It is also currently constructing a mega-facility in Singapore.

Kalera will become the only company with capabilities to serve every segment within the leafy green industry solidifying Kalera’s position as the overall indoor farming market leader.

Through the combination with &ever’s existing portfolio of vertical farms, Kalera will own the largest portfolio of farming systems from small in-store or on-property farms to megafarms.

ORLANDO, Fla., (GLOBE NEWSWIRE) -- Kalera AS (Euronext Growth Oslo: KAL, Bloomberg: KSLLF), one of the fastest-growing and largest vertical farming companies in the world, announces today that it has entered into a share purchase agreement for the acquisition of all shares in &ever GmbH, a global leader in baby leaf indoor farming, for a total consideration reflecting an enterprise value for &ever GmbH of EUR 130 million on a cash and debt free basis as of 1 July 2021. The consideration will consist of a combination of cash and Kalera shares. Under the terms of the agreement, &ever GmbH shareholders will receive EUR 21.6 million in cash and 27,856,081 Kalera shares at a subscription price of NOK 36.68.

The cash consideration will be financed through a debt facility provided by DNB or by other financing sources available to Kalera. Kalera shareholders will own an 87% stake in the combined company, while current &ever GmbH shareholders will own 13%, on a fully-diluted basis.

&ever is a vertical farm company headquartered in Germany with operations in the Middle East, Asia and Europe. The acquisition will transform Kalera into a global vertical farming leader, accelerating its plans for international growth and broadening its product line to include several cut leaf baby greens in high demand.

The company will be wholly owned by Kalera AS upon closing of the transaction. &ever GmbH will be renamed to Kalera GmbH.

Leading Technology and Capabilities for Baby Leaf Production

Founded in 2015 to grow select baby leaf produce and herbs including spinach, kale, endive, arugula, watercress, cilantro and bok choy, &ever has developed a proprietary approach for seeding, germination, propagation, harvesting, and delivery of fresh baby leaf products that optimize the entire production cycle through unique growing methods and technologies.

&ever has operations in Europe, Asia, and the Middle East and has designed production facilities of various sizes, ranging from small scale installations to mega-farms. Large-scale installations or mega-farms allow for mass scale production of baby leaf greens in facilities that can be built in less than 10-months and that can produce up to 1,500 MT of produce per year.

&ever has a large-scale farm in Kuwait that is currently in ramp-up phase, built in partnership with NOX Management. A second mega-farm is under construction in Singapore with support from a major competitive government grant and is expected to start operations during Q1 2022.

Small scale production facilities include an on-site Grow Box® for small retail stores and an on-site Grow Tower® for larger retail stores allowing the company to grow on-site in a local grocery store.

In addition, the company has unique growth solutions that include Dryponics® and Bestponics®, which are exclusive to &ever and expand the existing alternatives for growing leafy greens. Additional capabilities include advanced climate cells for perfect climate conditions for each product and an automated intra-farm bench movement system that significantly reduces operating expenses for high volume/short cycle growing methods, developed in partnership with German engineering firms Viessmann and Kardex Mlog, and Italy-based Modula.

Transformational Acquisition Creating a World Leader in Vertical Farming

"With Kalera’s farms in North America and &ever’s operations in Asia, the Middle East and Europe, we will jointly revolutionize the global vegetable production industry and further expand our market leadership in vertical farming,” says Daniel Malechuk, CEO of Kalera. “In addition, we see &ever's climate cell technology and their high degree of automation as excellent additions to our advanced nutrient management system, which will further increase the productivity of our production facilities."

“From the beginning, our vision has been to offer communities worldwide hyperlocal high-quality salads and herbs year-round. Together with Kalera, we have now come a big step closer to this goal,” says Dr. Henner Schwarz, CEO of &ever who will serve as Managing Director of EMEA and Asia for the combined entity. "We share very similar visions, core values, and goals and are eager to immediately begin the integration of the companies together."

“The merger is an important milestone for the global future of vertical farming. We are very much looking forward to the next steps with &ever as a new, stronger Kalera,” says Daniel Malechuk who will serve as CEO of the combined company. “This acquisition, combined with our previous acquisition of Vindara, the only seed company dedicated specifically for controlled environment agriculture, continues to complement and accelerate Kalera’s now global industry-leading position.”

The Largest Portfolio of Indoor Farming Systems

Through the combination with &ever’s existing portfolio of vertical farms, Kalera will own the largest portfolio of farming systems from small in-store or on-property farms to mega-farms, allowing Kalera to serve all market segments through a full spectrum of indoor farming systems that require low CAPEX and can deliver all products ranging from baby leaf, full head, cut leaf, or teen leaf to serve all segments and customer preferences.

Ability to Produce the Full Array of Leafy Green Products from Whole-Head to Baby Leaf

The indoor farming industry has been highly fragmented into different product segments between microgreens, baby leaf, cut leaf, teen leaf, and full head. Kalera will become the only company with capabilities to serve every segment within the leafy green industry solidifying Kalera’s position as the overall indoor farming market leader. This will provide retailers and foodservice customers with a single source to serve all their leafy green needs, a value proposition in the marketplace that no other company has been able to offer until now.

Accelerate Global Expansion

Kalera will accelerate its international rollout plan with the addition of two international facilities and a strong pipeline of opportunities especially in the Middle East and Asia. The &ever facility in Kuwait is a partnership with NOX Management, an investment arm of IFA Group, an owner of food markets, restaurant chains, retail chains, and food distributors. The &ever farm in Singapore is under construction and will launch operations by the end of Q1 2022. These two farms will become Kalera’s first international operations accelerating Kalera’s rollout schedule. Additional rapid international expansion at strategic locations throughout Asia, Middle East, and Europe, will be driven by Kalera’s and &ever’s combined business plan with an ability to offer the widest product portfolio to customers.

World-class Management Team to Join Kalera

&ever’s management team will join Kalera to strengthen Kalera’s international business development initiatives and operational capabilities. In addition, one member of &ever’s Board will join Kalera’s Board, adding to a team of world-class professionals that will help to drive the company’s future.

Technology and Partnerships are Highly Complementary

With &ever, Kalera adds grow technologies and strong German engineering partnerships. Kalera’s best-in-class hydroponic grow systems have been used to-date for growing whole-head lettuce and microgreens, whereas Dryponics® and Bestponics® technology is more flexible and productive for growing baby leaf including certain product varieties such as spinach and arugula. &ever’s technology also allow for a more effective offering of smaller in-store growing systems. These technologies can be combined to produce a wider variety of products with maximum efficiency. &ever’s partnerships with Viessmann and Kardex Mlog, and Modula add outstanding expertise in climate control and in-farm bench movement systems, respectively.

Transaction Terms

Under the terms of the agreement, &ever GmbH shareholders will receive EUR 21.6 million in cash and 27,856,081 Kalera shares at a subscription price of NOK 36.68. The consideration shares will be subject to a twelve-month lock-up after closing except for management who will be subject to a three-year lock-up.

The cash consideration will be financed through a debt facility provided by DNB or by other financing sources available to Kalera.

Kalera shareholders will own an 87% stake in the combined company, while current &ever GmbH shareholders will own 13%, on a fully-diluted basis.

By continuing to own shares of the combined company, &ever GmbH shareholders will have the opportunity to participate in the enlarged Kalera’s long-term value creation potential.

The current &ever shareholders will propose Faisal Al-Meshal as a new Kalera Board member and Dr. Klaus Bader as an observer to the Kalera Board, both to be proposed for election at a Kalera general meeting. The election is expected to take effect upon completion of the contemplated merger between Kalera and the new Luxembourg parent for the group, which has previously been announced. In the period between completion of the &ever acquisition and such merger, Faisal Al-Meshal and Dr. Klaus Bader will be invited to participate in Kalera Board meetings.

Up to 2.2 million Kalera share options will be granted to &ever management in connection with the transaction. The options will have a strike price of NOK 36 and will vest over four years with the following schedule: 0% at the end of year one, 25% at the end of year two, 25% at the end of year three, and 50% at the end of year four.

The transaction is subject to customary closing conditions, including a resolution of the Kalera general meeting to issue the consideration shares to the &ever shareholders.

It is expected that the transaction will be completed by the end of September 2021.

A presentation about the acquisition is attached here and is also available at the Kalera's website, www.kalera.com/investor.

About &ever:

&ever is a German indoor vertical farming company that combines technologies from the fields of software, mechanical engineering and agriculture. &ever has been represented on the global market since 2015 and operates a large vertical farming facility in Kuwait, in addition to in-store grow-towers in Germany. It is also currently constructing a mega-facility in Singapore. The company's focus is on building sustainable farms in cities around the world to provide more and more people with better tasting lettuce with higher nutrient content at the same time. The patented cultivation systems from &ever are easily scalable in shape and size so that indoor vertical farms of various sizes can be operated anywhere in the world, regardless of local climatic conditions. More information is available at www.and-ever.com.

About Kalera:

Kalera is an American vertical farming company based in Orlando, Florida. The company uses technology to ensure that more people around the world have access to the freshest, most nutritious, and cleanest products possible. 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. Kalera currently operates farms in Orlando, Florida, and Atlanta, Georgia. Kalera’s Houston, Texas farm will open soon, and the company has plans to open more farms in the US and also in both the Middle-East and Asia in the coming months. More information is available at www.kalera.com.

For more information, please contact:

Molly Antos
Phone: +1 847 848 2090
Email: kalerapr@dadascope.com

Important notice:

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict, and are beyond their control. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which the Company operates, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not make any guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this announcement.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.

Lead Photo: &ever is a German indoor vertical farming company that combines technologies from the fields of software, mechanical engineering and agriculture

Singapore: Mega-Farm, Research Center To Open By December 2021

&ever

“We’re really happy to have launched in Munich and consumers really like our harvest-on-demand concept,” says Franz Drack, Chief Marketing Officer at &ever. "We just need to see how to increase the accessibility of our solutions. I’d love to see 200 vertical farms in Europe with this technology in the next five years."

Although it all started in Hamburg, &ever is currently headquartered in Munich which is also where the grow tower showroom is located. In 2020, &ever opened its first commercial farm in Kuwait, spanning 3,400 m2 and with a daily output capacity of 550 kg. The farm provides its leafy greens to Kuwaiti restaurants and retailers. The company also recently launched a grow tower in an EDEKA Stadler+Honner “Die Frisch-Nachbarn” supermarket in Unterfôhring near Munich. 

Mega-farm and research center 
&ever is currently building a mega-farm in Singapore with support from the Singapore Food Agency, SFA, and the Economic Development Board, EDB, and will be launched by the end of 2021. The mega-farm will be 15m high and have an annual production capacity of up to 500,000 kg of leafy greens.

In addition to the mega-farm, &ever will be establishing Singapore as its global R&D center to accelerate knowledge development and transfer to the mega-farm. The R&D center will focus on improving energy use efficiency through optimized lighting strategies and improving crop quality by evaluating different seed and substrate combinations. Moreover, &ever will be working to develop non-invasive crop monitoring processes through vision systems.

“We’re getting tremendous support from our local partners EDB, SFA and A*Star; everyone is keen to get this farm online. This farm is what we are most excited about this year,” Franz notes. To better address consumer demand, &ever conducted market research in Singapore by speaking with potential consumers and foodservice providers. This research has allowed &ever to explore the balance between western and eastern leafy green species to be grown in the mega-farm.

“Our team under the lead of our country manager, Kerstin Köhler, have worked with food service providers who are very good at telling us what products are needed and wanted. Some products are very interesting for certain segments of the value chain, so we try to talk to a lot of different people,” says Franz.

&ever is continuing to focus on leafy greens, microgreens and herbs for the time being. While there is a lot of interest in fruits (like strawberries), Franz explains that the company is focused on keeping its product range simple to perfect the growing process. 

&ever's growing tower 

Rebranding efforts 
In recent months, the vertical farming industry has seen major players taking a new approach to product branding by using brightly colored packaging. &ever is also focused on bright, enticing packaging designed to represent the company’s values and production process.

“We will start using colors that represent what we’re actually doing. Yellow for the light, blue for the water and green for our greens. It allows the brand to stand out and visually signals to consumers that things are changing. This shows that we are a new type of agricultural company. Stay tuned for that in the second half of 2021.” explains Franz.

Franz also notes that &ever’s products are also sold living, whereas many indoor farms sell cut greens, packaged in clamshells or other packaging materials. Moreover, &ever is also looking into direct-to-consumer sales of leafy greens. 

In building its mega-farm, putting its products on European shelves and rebranding, &ever is eager to continue growing by getting consumers excited and developing more farm projects across the world.

&ever is a German agtech company offering three growing solutions, each addressing a different level of production. The &ever grow box is a small-scale system that allows growers to produce 15-30 kg of leafy greens per day in a small footprint. The company’s medium-sized solution is the &ever grow tower which is a small room containing a circular cultivation module.

Young plants are first transplanted in the inner circle and are gradually pushed further to the outer circles as new plants are introduced to the system. In pushing the plants further, the older plants receive more available space to continue growing without crowding neighboring plants. The grow towers provide a customizable output of 20-50 kg of leafy greens per day. Finally, &ever also develops large-scaled production system which it calls mega-farms.

For more information:
Franz Drack, CMO
&ever 
local@andever.de 
www.and-ever.com 

Publication date: Tue 8 Jun 2021
Author: Rebekka Boekhout
© VerticalFarmDaily.com

Kuwait JV Opens Large-Scale Indoor Vertical Farm

August 16, 2020

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&Ever Middle East, a joint venture between Kuwait’s NOX Management and German company &ever, in partnership with German engineering companies SAP and Viessmann,  has opened the first commercial indoor vertical farm in the Middle East.

Kuwait, a country that previously relied on European and overseas imports for most of their leafy greens and herbs, can now locally grow up to 250 varieties of greens and herbs using dryponics technology. 

The facility, with approximately 3,000 sq m growing (or farming) space, has a daily output capacity of up to 550 kg of salad, and herbs.  The products are available in all leading retailers and co-operatives under the brand name &ever Kuwait.  

The farm produces high-quality and sustainable crops indoors, which increase the nutritional quality and decrease environmental impact. The cutting-edge vertical farming method uses 90 percent less water compared to traditional farming, 60 percent less fertilizer, and zero pesticides. Using a sustainable “farm to fork” model, the technology is able to preserve the plants’ nutritional value until the produce reaches the customer, said the statement.

“Previously, Kuwait’s restaurants imported all of our greens and herbs, mainly from Europe,” said Faisal AlMeshal, Director of Strategy and Business Development, NOX Management. “Our JV with &ever and the partnership with SAP and Viessmann on this indoor farm is enabling the local farming supply chain to save on costs and logistics, to minimize waste, and to make a better choice for the planet. Our customers have enhanced experiences with tastier and fresher produce.”

This knowledge exchange complements Germany and Kuwait’s trade ties. Bilateral trade is €1.3 billion, and Germany’s private sector invests €14.6 billion in Kuwait, according to Germany’s Federal Foreign Office.

Germany and Kuwait are strong partners not only in politics but also in business, said Stefan Möbs, German Ambassador to Kuwait, who recently participated in a virtual media roundtable about the farm’s success hosted by the German Business Council Kuwait. 

“I welcome the innovative business idea of German company &ever specifically here in Kuwait. Both countries are seeking new ways in difficult times. Even better to work together!”

Climatized rooms

The farm has partnered with Viessmann Refrigeration Solutions to develop highly efficient climatized rooms which are used in its indoor vertical farm. The technology is 40% more energy-efficient than other indoor vertical farming systems when it comes to energy use for climatization, said the statement. 

&ever built its operating system, &ever Cloud, using the SAP Business Technology Platform -- SAP HANA in-memory platform and SAP Cloud Platform. Farmers can monitor, analyze, and adjust hundreds of data points on plant health, airflow, light, carbon dioxide levels, humidity, and temperature in real-time. 

“Technology is the foundation for transforming customer experiences in restaurants and agricultural production in Kuwait, and for fostering diversified economic growth and sustainable agriculture worldwide,” said Andy Froemmel, Managing Director, SAP Kuwait. “Digitally transforming Kuwait’s agricultural sector supports New Kuwait 2035 goals, and helps to foster the local innovation economy and job creation.”

&ever is ready for global roll-out 

Building on the global deployment capabilities of its key partners, &ever will scale its operations quickly and globally. “Our vision is to bring better tasting greens with high nutritional value to more and more people,” says Mark Korzilius, Founder of &ever. “We have an interesting pipeline of opportunities around the globe,” adds Dr Henner Schwarz, CEO of &ever. “We hope to be able to travel internationally again soon to get our next farms live as quickly as possible.” 

The German Business Council Kuwait is a non-profit organization and business platform, founded in 2005, in order to promote and cultivate relations between German-speaking individuals and companies with their counterparts from the host country and the region. - TradeArabia News Service

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