Milbank advised Kalera AS (Euronext Growth Oslo: KAL, Bloomberg: KSLLF), one of the fastest growing and largest vertical farming companies in the world, on entering into a share purchase agreement for the acquisition of all shares in &ever GmbH, a global leader in baby leaf indoor farming. The total consideration reflecting an enterprise value for &ever GmbH has a volume of €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 €21.6 million in cash and 27,856,081 Kalera shares at a subscription price of NOK 36.68. 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 an indoor 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 with the largest portfolio of farming systems, 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 and &ever GmbH will be renamed to Kalera GmbH.
Milbank advised Kalera on corporate and tax law aspects of the transaction.
The Milbank team was led by partner Markus Muhs (Corporate/M&A, Munich) and included partners David Dixter (Capital Markets, London), Thomas Kleinheisterkamp (Tax, Munich) as well as associates David Schwenneker and Caroline Lutz (both Corporate/M&A, Munich).
