Nature’s Miracle, Agrify enter definitive merger agreement

Nature’s Miracle Holding (NMHI) and Agrify Corporation (AGFY) announced that both parties have signed a definitive agreement and plan of merger in which a new wholly-owned subsidiary of Nature’s Miracle will merge with and into Agrify, with Agrify surviving the merger as a wholly-owned subsidiary of Nature’s Miracle. The signing of the definitive agreement directly follows the previously announced term sheet for the merger. Agrify shareholders who do not dissent to the merger will each be issued 0.45 of a share of Nature’s Miracle common stock for each share of Agrify common stock that they hold. Based on the companies’ current capitalization, it is anticipated that Agrify shareholders will collectively own approximately 30% of the post-merger common stock of the combined companies. In addition, Nature’s Miracle agreed to purchase and guarantee certain senior and junior notes issued by Agrify with a combination of cash and Nature’s Miracle stock. The management teams of Nature’s Miracle and Agrify will unite, enriched with deep industry and public company operational expertise, to create an industry leading consolidated organization focused on indoor vertical farming supported by a prominent cannabis extraction division. Upon completion of the merger, management will focus on increasing Nature’s Miracle’s market share supported by the alliance of the core business segments of each company including LED lighting, grow feed, indoor farming control systems, artificial intelligence enabled technology and software, and operations to source product in Asia and expand manufacturing in the U.S. The transaction is expected to close in the second half of 2024, subject to shareholder approval and other customary closing conditions.