Landec makes investment in Windset for future expansion
The Senior B Preferred Stock pays an annual dividend of 7.5% on the amount outstanding at each anniversary date. The Senior B shares purchased by Apio have a put feature whereby Apio can sell back to Windset $1.5 million of shares on the first anniversary, an additional $2.75 million of shares on the second anniversary and the remaining $2.75 million on the third anniversary. After the third anniversary, Apio may at any time put any or all of the shares not previously sold back to Windset. At any time on or after February 15, 2017, Windset has the right to call any or all of the outstanding Common shares and at such time must also call the same proportion of Senior A Preferred shares, Senior B Preferred shares and Junior Preferred shares owned by Apio. Windset's partial call provision is restricted such that a partial call cannot result in Apio holding less than 10% of Windset's Common shares outstanding.
This transaction does not change Apio's 26.9% common stock ownership in Windset. In addition to the newly acquired Senior B Preferred shares, Apio owns Senior A Preferred shares with a liquidation value of $15.0 million and Junior Preferred shares with a liquidation value of $5.1 million.
The issuance of preferred shares is part of Windset's capital plan which includes the consolidation and syndication of its Canadian and US debt facilities and the creation of an additional borrowing facility to fund future growth opportunities.
The proceeds of the offering will be used to acquire additional property in Santa Maria, California for Windset to investigate new approaches to hydroponically grow new crops not currently grown by Windset. Windset will also use a portion of the proceeds to purchase and subsequently renovate the greenhouse operation in North Las Vegas, Nevada which Windset has been leasing. Windset has grown cucumbers at that location for eight years.
This investment in Windset is the continuation of Landec's ongoing strategic objective to pursue opportunities provided by healthy living trends that are driving increased consumer demand for fresh vegetables and fruit. Landec recognizes Windset as the most advanced and highest yielding hydroponic greenhouse vegetable producer in North America where the demand for hydroponic greenhouse grown produce is rapidly increasing. The hydroponic greenhouse process uses no soil and a fraction of the water required in field production. Furthermore, Windset's process results in higher yields per acre and is not burdened with traditional weather-related risks.
Gary Steele, Landec's Chairman and CEO, stated, "We are excited about further advancing our relationship and commitment to Windset. Landec originally invested $15.0 million into Windset in February 2011 and $11.0 million in July 2014. Our interest in Windset since the initial investment has been motivated by three primary objectives: (1) to realize a significant financial return, (2) be a strategic partner with the industry leader in the hydroponic year-round growing of fruit and vegetables, and (3) to explore new crop targets, new growing techniques and/or new technologies that can benefit from or be enhanced by Windset's knowledge of hydroponic greenhouse growing. This latest investment in Windset advances all three of these objectives.
"Our new $7.0 million investment in Senior B Preferred Stock and Windset's plans for using the funds do not change our current guidance regarding Windset for Landec's fiscal 2015. We do, however, expect that Windset's use of these funds will have a positive impact on the change in the fair market value of our Windset investment in future years."
For more information
Windset Farms
T: +1 (604) 940-7700
F: +1 (604) 940-7711
www.windsetfarms.com
Landec Corporation Headquarters
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www.landec.com