AgJunction to Acquire Novariant

/NOT FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS./

Creates global leader in automated steering and machine control

HIAWATHA, KS and FREMONT, CA, March 16, 2015 /CNW/ - (TSX: AJX) — AgJunction Inc. ("AgJunction") (TSX:AJX) and Novariant Inc. ("Novariant") have entered into an agreement (the "Agreement") under which AgJunction has agreed to acquire Novariant through a merger transaction pursuant to which AgJunction will issue common shares to Novariant shareholders.

Combined, the two companies establish a preeminent position in automated steering and machine control technologies worldwide, combining product portfolios and leveraging industry-leading intellectual property.

Specifically, Novariant and AgJunction will be better positioned to achieve market objectives through leveraging:

  • A larger presence with more resources
  • A broader OEM partner list
  • One of the precision agriculture industry's most comprehensive intellectual property portfolios, providing increased IP protection for OEM partners
  • Increased R&D capability and efficiency
  • Complementary customers, market geographies and distribution channels
  • Reductions in operating redundancy to further improve profitability

Novariant is a premier provider of advanced steering solutions for precision agriculture. Based in Silicon Valley, Novariant's steering solutions are used today in over 60 countries. With approximately 55 employees worldwide, Novariant generated revenues of approximately $30 million in 2014.

Completion of the transaction is expected during the summer of 2015 and is subject to a number of conditions, including receipt of a permit from the California Commissioner of Corporations following a hearing held to consider the terms of the transaction, approval of the shareholders of Novariant, approval of the shareholders of AgJunction at a Special Shareholders Meeting to be held in the summer of 2015 (the "Meeting")  and receipt of customary regulatory approvals, including the approval of the Toronto Stock Exchange.

Under the terms of the Agreement, which has been unanimously approved by the boards of directors of both companies, AgJunction shares will be issued to shareholders of Novariant in exchange for all of the shares of Novariant.  After giving effect to the issuance of such AgJunction shares, AgJunction will have approximately 123.7 million fully diluted shares outstanding, of which approximately 49.5 million shares will be held by the former shareholders of Novariant, representing approximately 40% of the combined company. 

Upon conclusion of the transaction, it is anticipated that directors, officers, and other insiders will hold approximately 30.6% of the combined company. This includes Novariant's largest shareholder, Investor Growth Capital ("IGC"), an independent venture capital firm specializing in expansion-stage investments. IGC will become the largest shareholder of the combined company at approximately 15% ownership. 

Strategic Rationale

This transaction will create a leading technology and innovation company, differentiated by its broad intellectual property portfolio and its ability to deliver application-specific solutions to precision agriculture customers globally.

"Novariant established itself as a pioneer in guidance and auto-steer technologies over 20 years ago"' said Dave Vaughn, CEO of Novariant.  "Most recently, Novariant has sharpened its focus on precision agriculture and has positioned its offerings to address a major shift in our industry from after-market channels to factory-installed solutions." 

"A shift like this occurs only once during the life cycle of a technology, and great companies can be created by accelerating and innovating at the right time," added Vaughn. "At Novariant we believe this is a transformational opportunity, and AgJunction is the right partner."

As global machine manufacturers increasingly target the integration of auto steer technologies at the factory level, the combined companies can bring advanced levels of machine automation to both current and future OEM clients faster and at lower cost.

"The combination of Novariant and AgJunction creates an exciting opportunity for our company, for our customers, and for our shareholders," stated Rick Heiniger, President and CEO of AgJunction.  "This merger extends the reach and influence with which we pursue a common passion - delivering the most accurate, innovative and reliable steering solutions in the world."

Additional information in respect of the transaction will be forthcoming in the information circular that will be provided to AgJunction shareholders in connection with the Meeting to approve the transaction.

Headquarters and Management

Upon closing of the transaction, the combined company will have approximately 200 employees worldwide and will be headquartered at Novariant's corporate headquarters in Silicon Valley. The combined company plans to maintain additional offices in Kansas, Arizona, Pennsylvania, Canada and Australia. 

Dave Vaughn, CEO of Novariant, will be appointed CEO of the combined company, with current AgJunction CEO Rick Heiniger serving as Senior Advisor to the CEO. In addition, Wes Dittmer will continue to serve as the combined company's CFO.

Dave Vaughn brings over 20 years of senior executive experience in precision guidance and agri-business to AgJunction. His roles include executive-level positions with Topcon Positioning Systems Inc., NovAtel Inc., Magellan and Trimble Navigation Limited. He has served on the board of directors for a number of technology corporations and has extensive professional experience in the high tech sector, including serving in an executive capacity with Apple Inc. and Hewlett-Packard.

Board Changes

Upon closing of the transaction, three Novariant directors will be appointed to the AgJunction board of directors. Current AgJunction directors Rick Heiniger and Barry Batcheller will not stand for reelection to their board positions to accommodate the incoming board appointments. Current AgJunction Chairman Michael Lang will be appointed Vice Chairman and the resulting AgJunction board will consist of the following:


Jon Ladd   

Chairman of the Board


Michael Lang  

Vice Chairman


Mark Anderson 

Director


Paul Cataford  

Director


Jose Suarez  

Director


John Tye       

Director


Dave Vaughn    

Director

 

AgJunction's new Chairman, Jon Ladd, has been a member of the Novariant board of directors and Senior Advisor to the CEO since 2012. Mr. Ladd is also currently Chairman of Hemisphere GNSS Inc.   He has over 30 years of development and management experience in the global GNSS and wireless sectors. Previously Mr. Ladd was CEO and Chairman of Brilliant Telecommunications prior to its acquisition by Juniper Networks and was the President and CEO of NovAtel Inc. (NASDAQ: NGPS) prior to its acquisition by Hexagon AB.

Jose Suarez serves as Managing Director for IGC. Established in 1995 IGC has invested more than $3.0 billion in over 250 companies around the world. Mr. Suarez is a member of the Novariant board of directors and represents one of the largest shareholders of Novariant.  Upon the completion of the merger, IGC will become the largest shareholder in AgJunction holding approximately 15% of the issued and outstanding AgJunction shares.

Structure of the Transaction and Required Approvals

The transaction will be effected by way of a plan of merger under the laws of the State of California and is anticipated to close during the summer of 2015. Closing of the transaction is subject to, among other conditions, receipt of a permit from the California Commission of Corporations following a hearing held to consider the terms of the transaction, approval of the transaction by Novariant shareholders, approval of AgJunction shareholders to the issuance of AgJunction shares pursuant to the transaction and certain other matters related to the transaction, the receipt of all necessary regulatory and stock exchange approvals, and satisfaction of certain other closing conditions that are customary for a transaction of this nature.

Approval of the Novariant shareholders will be sought through written consent. The transaction will require the approval of Novariant's common and preferred shareholders.

The issuance of the AgJunction shares to Novariant shareholders pursuant to the transaction will require the approval of a majority of the AgJunction shares voted in person or by proxy at the Meeting of AgJunction shareholders. It is anticipated that the AgJunction shareholder meeting will be held in the summer of 2015 following the anticipated mailing of an information circular regarding the transaction to shareholders.

The directors of each of AgJunction and Novariant have unanimously approved the transaction and resolved to recommend that their respective shareholders vote in favour of the transaction. Each of the directors and officers of AgJunction and Novariant have entered into support agreements pursuant to which each has agreed to vote their shares in favour of the transaction. Each party has agreed to pay a non-completion fee of US$2 million to the other party in certain circumstances as set forth in the Agreement.

Complete details of the terms of the transaction are set out in the Agreement, which will be filed by AgJunction and be available for viewing under its profile at www.sedar.com on or before March 26, 2015.

PI Financial acted as an advisor to AgJunction in this transaction.

Conference Call - March 17, at 11:00 am ET

A discussion of the transaction will be provided by management from both companies during AgJunction's fourth quarter and year-end conference call scheduled for tomorrow morning, March 17, at 11:00 am ET

To participate in the conference call, please dial +1 (647) 427-7450 approximately 10 minutes before the conference call and provide Conference ID: 2616955

A recording of the call will be available through April 30. Please dial +1(416) 849-0833 and enter passcode 2616955to listen to the rebroadcast.

The call will be webcast live and archived on the Company's web site at http://www.corp.agjunction.com/InvestorCenter/ConferenceCallsOtherEvents.aspx

About Novariant

For more than two decades, Novariant has focused on the development and application of advanced precision steering solutions for Agriculture that provide differentiated steering performance across multiple platforms. Novariant offers interoperable auto steer capabilities to OEMs and VARs worldwide with over 750 unique platform-install kits and more than 30,000 systems in the field.  For more information please go to www.novariant.com  

About AgJunction

AgJunction provides innovative hardware and software applications for precision agriculture worldwide. AgJunction holds numerous patents and markets its products and services under leading brand names including Outback Guidance®, Satloc®, and AgJunction® Cloud Services. AgJunction supports advanced farming practices and enables seamless data connectivity among growers and their agricultural service providers. Headquartered in Hiawatha, Kansas, AgJunction has facilities in Arizona, Pennsylvania, Winnipeg, and Queensland, Australia. AgJunction is listed on the Toronto Stock Exchange (TSX) under the symbol "AJX." For more information, please go to www.agjunction.com.

Reader Advisory and Note Regarding Forward Looking Information

This press release contains forward-looking information and forward-looking statements (collectively, "forward-looking information") within the meaning of applicable securities laws and is based on the expectations, estimates and projections of management of each of AgJunction and Novariant as of the date of this news release, unless otherwise stated. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information. More particularly and without limitation, this press release contains forward-looking information concerning: the anticipated benefits of the transaction, strategic rationale and expected synergies, including its effect on resources, R&D capability and presence, customers, operating redundancy, and costs; the timing and anticipated receipt of required regulatory and shareholder approvals for the transaction; the ability of each of AgJunction and Novariant to satisfy the conditions to, and to complete, the transaction; the anticipated timing of mailing of the information circular regarding the transaction and the holding of the AgJunction shareholders meeting; the anticipated number of AgJunction shares to be held by insiders following completion of the transaction; and the anticipated location of the AgJunction head office following completion of the transaction and expected members of the board of directors and management team of the combined company. Such forward-looking information is provided for the purpose of providing information about management's current expectations and plans relating to the transaction. Investors are cautioned that reliance on such information may not be appropriate for other purposes, such as making investment decisions.

In respect of the forward-looking information concerning the anticipated benefits of and the anticipated timing for completion of the transaction, each of AgJunction and Novariant has provided such information in reliance on certain assumptions that it believes are reasonable at this time, including, but not limited to, assumptions as to the time required to prepare and mail shareholder meeting materials, including the required information circular and written consent; the ability of each of AgJunction and Novariant to receive, in a timely manner, the necessary regulatory, shareholder, stock exchange and other third party approvals; the ability of each of AgJunction and Novariant to satisfy, in a timely manner, the other conditions to the closing of the transaction; expectations and assumptions concerning, among other things:  planned synergies, capital efficiencies and cost-savings;  the sufficiency of budgeted capital expenditures in carrying out planned activities; the availability and cost of labour and services; that each of AgJunction's and Novariant's future results of operations will be consistent with past performance and management expectations in relation thereto; the continued availability of capital at attractive prices to fund future capital requirements relating to existing assets and projects; future operating costs; that counterparties to material agreements will continue to perform in a timely manner;  that there are no unforeseen events preventing the performance of contracts; availability of key supplies, components, services, networks and developments; the impact of increasing competition; and the continuity of existing business relationships.

The anticipated dates provided herein may change for a number of reasons, including unforeseen delays in preparing meeting materials, inability to secure necessary shareholder, regulatory, or other third party approvals in the time assumed or the need for additional time to satisfy the other conditions to the completion of the transaction. Accordingly, readers should not place undue reliance on such forward-looking information contained in this press release.

Since forward-looking information addresses future events and conditions, such information by its very nature involves inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to the risks associated with the industries in which Novariant and AgJunction operate in general; failure to realize the anticipated benefits of the transaction and to successfully integrate AgJunction and Novariant; ability to access sufficient capital from internal and external sources; changes in legislation; departure of key personnel or consultants; competition; and  changes in the Global Navigation Satellite System and other systems outside of our control.  Risks and uncertainties inherent in the nature of the transaction include the failure of each of AgJunction and Novariant to obtain necessary shareholder, regulatory, and other third party approvals, or to otherwise satisfy the conditions to the transaction, in a timely manner, or at all. Failure to obtain such approvals, or the failure of each of AgJunction and Novariant to otherwise satisfy the conditions to the transaction, may result in the transaction not being completed on the proposed terms, or at all. Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on other factors that could affect the operations or financial results of the combined company, are included in reports of AgJunction on file with applicable securities regulatory authorities, including but not limited to, AgJunction's Annual Information Form for the year ended December 31, 2013 which may be accessed on its SEDAR profile at www.sedar.com.

The forward-looking information contained in this press release is made as of the date hereof and each of AgJunction and Novariant undertake no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

The Toronto Stock Exchange has neither approved nor disapproved the contents of this press release.

This press release is not an offer of the AgJunction Shares for sale in the United States. The AgJunction Shares may not be offered or sold in the United States absent registration under the United States Securities Act of 1933, as amended or an exemption from such registration.  AgJunction has not registered and will not register the common shares under the United States Securities Act of 1933 as amended.  AgJunction does not intend to engage in a public offering of the common shares in the United States.  This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.

SOURCE Agjunction Inc.

For further information: Dave Vaughn, Chief Executive Officer, Novariant, Dave.Vaughn@novariant.com; Rick Heiniger, President and CEO, AgJunction, RHeiniger@agjunction.com; Cory Pala, Investor Relations, (416) 657-2400, 1-877-657-5276, Cory.Pala@evestor.com


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