Above Food and Bite Acquisition (BITE) announced that they have entered into a definitive business combination agreement, which values the company at a pro forma enterprise value of approximately $319M. Upon closing of the proposed transaction, Above Food will become a public company and is expected to be listed on the NYSE under the new ticker symbol (ABVE). Above Food is a differentiated, vertically integrated, plant-based ingredient and food company dedicated to regenerative agriculture and sustainable food technologies that create a healthier world. The proposed transaction reflects a pro forma enterprise valuation of approximately $319M. Consideration will be 100% in the form of rollover shares and the proposed transaction is expected to provide approximately $44M of gross proceeds to fund future facility development and working capital. Above Food has already received $9M of investments from several high-profile strategic and financial investors including Lexington Capital and Grupo Vida. These investors’ financial commitment to Above Food is expected to generate significant commercial and operational synergies for Above Food in the years to come. The transaction has been unanimously approved by the board of directors of Above Food and Bite, and closing, expected for the second half of 2023, is subject to satisfaction of customary closing conditions, including the approval of Bite shareholders. Existing Above Food shareholders, including management will roll over 100% of their equity into the combined company, and will remain majority shareholders with an approximate 70% ownership following the closing of the business combination. Following the closing of the transaction, Above Food’s management team will continue to lead the company. Key executives include Lionel Kambeitz, chair, president, and CEO; Jason Zhao, CFO; Martin Williams, president and chief innovation officer of Above Food Brands, Inc; Tyler West, CEO and President, Purely Canada Foods and Donato Sferra, executive VP and chief corporate development officer. At closing, Above Food’s board of directors will be comprised of seven members, three of whom will be co-nominated by Bite and certain strategic investors, and four of whom will be nominated by Above Food.
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