Sector News

Boulevard Acquisition Corp. Completes Acquisition of AgroFresh Business from The Dow Chemical Company

August 3, 2015
Chemical Value Chain
/PRNewswire/ – Boulevard Acquisition Corp. announced that it completed the acquisition of AgroFresh, the post-harvest specialty chemical business of The Dow Chemical Company on Friday, July 31, 2015.  The transaction was unanimously approved by the boards of directors of both companies and was approved by a vote of Boulevard’s shareholders on July 29, 2015.  With the closing of this transaction, AgroFresh has become a wholly owned subsidiary of Boulevard Acquisition Corp., and Boulevard has been renamed AgroFresh Solutions, Inc.  Its common stock and warrants will be traded on NASDAQ under the symbols “AGFS” and “AGFSW”, respectively, beginning on August 3, 2015.
 
AgroFresh Solutions is a global industry leader in providing innovative data-driven specialty chemical solutions aimed at enabling growers and packers of fresh produce to preserve and enhance the freshness, quality and value of fresh produce and to maximize the percentage of produce supplied to the market relative to the amount of produce grown.  Its flagship product is the SmartFresh™ Quality System, a freshness protection technology proven to maintain firmness, texture and appearance of fruits during storage and transport.  SmartFresh is currently commercialized in 45 countries worldwide.  AgroFresh is headquartered in Collegeville, Pennsylvania.
 
Thomas Macphee, Chief Executive Officer of AgroFresh Solutions, Inc., said, “We are excited to launch AgroFresh Solutions as a stand-alone, publicly listed global specialty chemicals business.  We believe our company, the leading post-harvest specialty chemical business, is well positioned to generate strong risk-adjusted returns for our shareholders.  We expect to continue to grow through strategic expansion of our core franchise, the development of a robust pipeline of high-value solutions that preserve the quality and value of fresh produce, and the pursuit of related, accretive acquisitions.”
 
Mr. Macphee leads an experienced AgroFresh management team with decades of experience in specialty chemicals and agricultural science.  The team includes Stan Howell, President; Peter Vriends, Head of Europe, Middle East, Africa and Asia; Scott Harker, Head of North America, Australia and New Zealand; and Mark Zettler, Vice President, R&D and Regulatory Affairs.
 
AgroFresh Solutions’ Board of Directors is comprised of Nance K. Dicciani, who is expected to be named Non-Executive Chair, Thomas Macphee, Robert Campbell, Gregory M. Freiwald, Torsten Kraef, Derek Murphy, Stephen S. Trevor, and Macauley Whiting, Jr.
 
As per the terms of the transaction, Boulevard has purchased AgroFresh in exchange for 17.5 million shares of Boulevard Common Stock and $635 million in cash, for a total of $810 million (at a valuation of the Boulevard shares at $10 per share).  Dow will retain a non-consolidated minority ownership position in AgroFresh Solutions, initially holding approximately 35% of the company’s shares, while the stockholders of Boulevard will initially hold approximately 55% and certain investors which have entered into separate subscription agreements with the Company to purchase shares of Boulevard Common Stock in connection with the closing of the transaction will own approximately 10% of the outstanding common stock of the post-transaction company. 
 
Source: Boulevard Acquisition Corp.

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