AXIOS Sustainable Growth Acquisition Corporation (“AXIOS”)
(NYSE:AXAC), a publicly traded special purpose acquisition company
(SPAC), today announced the signing of a non-binding
letter-of-intent (“LOI”) for a business combination with a leading
European agribusiness company (the “Target”).
The Target, one of Europe’s largest and most sustainable farming
enterprises with over 18,000 hectares (approx. 45,000 acres) of
agricultural land located in one the most fertile regions
worldwide, is among the top 20 producers of agricultural
commodities and plant-based proteins in Europe. The Target seeks
additional expansion of the farming operations with a focus on
irrigated land and vertical integration to regionalize raw material
supply and processing of agricultural goods. The Target is a
profitable business with double-digit returns. AXIOS will leverage
its resources, experience and network of relationships to support
the Target’s growth and access to public markets, making this an
attractive potential business combination for AXIOS’s
stockholders.
Under the terms of the LOI, AXIOS and the Target would be become
a combined entity, with the Target’s existing equity holders
rolling 100% of their equity into the combined public company. In
connection with executing the LOI, AXIOS and the target company
have secured initial non-binding investment indications of
approximately $50 million in total from existing AXIOS sponsors and
certain strategic partners. Firm commitments from those investors,
as well as any other investors, would be announced concurrently
with the signing of a definitive agreement.
AXIOS expects to announce additional details regarding the
proposed business combination when a definitive merger agreement is
executed, which is expected in the second quarter of 2023.
Completion of a business combination with the Target is subject
to, among other matters, the completion of due diligence, the
negotiation of a definitive agreement providing for the
transaction, satisfaction of the conditions negotiated therein and
approval of the transaction by the board and stockholders of both
AXIOS and the Target. There can be no assurance that a definitive
agreement will be entered into or that the proposed transaction
will be consummated on the terms or timeframe currently
contemplated, or at all.
About AXIOS Sustainable Growth Acquisition
Corporation
AXIOS Sustainable Growth Acquisition Corporation (NYSE: AXAC,
AXACW, AXACR) is a blank check company incorporated as a Cayman
Island corporation for the purpose of effecting a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination with one or more businesses or
entities.
Important Information and Where to Find It
If a legally binding definitive agreement with respect to the
proposed business combination is executed AXIOS intends to file a
proxy statement (a “Deal Proxy Statement”) with the Securities and
Exchange Commission (“SEC”). A definitive Deal Proxy Statement will
be mailed to shareholders of AXIOS as of a record date to be
established for voting on the proposed transaction. Shareholders
will also be able to obtain a copy of the Deal Proxy Statement,
without charge, by directing a request to: AXIOS Sustainable Growth
Acquisition Corporation, Hidden Pines Farm, 14090 Hopewell Road,
Alpharetta, Georgia 30004. The preliminary and definitive Deal
Proxy Statement, once available, can also be obtained, without
charge, at the SEC’s website (www.sec.gov).
AXIOS urges investors, shareholders and other interested persons
to read, when available, the preliminary Deal Proxy Statement as
well as other documents filed with the SEC because these documents
will contain important information about AXIOS, the potential
target company and the proposed transaction.
Participants in the Solicitation
AXIOS and its directors and executive officers may be considered
participants in the solicitation of proxies with respect to the
proposed business combination and the potential transaction
described herein under the rules of the SEC. Information about the
directors and executive officers of AXIOS is set forth in AXIOS’s
prospectus for its initial public offering, which was filed with
the SEC on February 17, 2022. Information regarding the persons who
may, under the rules of the SEC, be deemed participants in the
solicitation of the shareholders in connection with the potential
transaction will be set forth in the Deal Proxy Statement when it
is filed with the SEC. These documents can be obtained free of
charge from the sources indicated above.
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, consent, or authorization with respect to any securities or
in respect of the proposed business combination. This press release
shall also not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of
securities in any states or jurisdictions in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended, or an exemption therefrom.
Forward-Looking Statements
The disclosure herein includes certain statements that are not
historical facts but are forward-looking statements for purposes of
the safe harbor provisions under the U.S. Private Securities
Litigation Reform Act of 1995. Forward-looking statements generally
are accompanied by words such as “believe,” “may,” “will,”
“estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,”
“would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,”
“outlook,” and similar expressions that predict or indicate future
events or trends or that are not statements of historical matters.
These forward-looking statements include, but are not limited to,
statements regarding projections, estimates and forecasts of
revenue and other financial and performance metrics and projections
of market opportunity and expectations, AXIOS’s ability to enter
into a definitive agreement or consummate a transaction with the
target company and AXIOS’s ability to obtain the financing
necessary to consummate the potential transaction. These statements
are based on various assumptions and on the current expectations of
AXIOS’s management and are not predictions of actual performance.
These forward-looking statements are provided for illustrative
purposes only and are not intended to serve as, and must not be
relied on by any investor as, a guarantee, an assurance, a
prediction or a definitive statement of fact or probability. Actual
events and circumstances are difficult or impossible to predict and
will differ from assumptions. Many actual events and circumstances
are beyond the control of AXIOS and the target company. These
forward-looking statements are subject to a number of risks and
uncertainties, including: AXIOS’s ability to enter into a
definitive agreement with respect to the proposed business
combination or consummate a transaction with the target company;
the risk that the approval of the shareholders of AXIOS for the
potential transaction is not obtained; failure to realize the
anticipated benefits of the potential transaction, including as a
result of a delay in consummating the potential transaction; the
amount of redemption requests made by AXIOS’s shareholders and the
amount of funds remaining in AXIOS’s trust account after
satisfaction of such requests; those factors discussed in AXIOS’s
prospectus for its initial public offering, which was filed with
the SEC on February 17, 2022 under the heading “Risk Factors,” and
other documents of AXIOS filed, or to be filed, with the SEC. If
the risks materialize or assumptions prove incorrect, actual
results could differ materially from the results implied by these
forward-looking statements. There may be additional risks that
AXIOS presently does not know or that AXIOS currently believes are
immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. In addition,
forward-looking statements reflect AXIOS’s expectations, plans or
forecasts of future events and views as of the date hereof. AXIOS
anticipates that subsequent events and developments will cause
AXIOS’s assessments to change. However, while AXIOS may elect to
update these forward-looking statements at some point in the
future, AXIOS specifically disclaims any obligation to do so. These
forward-looking statements should not be relied upon as
representing AXIOS’s assessments as of any date subsequent to the
date of this press release. Accordingly, undue reliance should not
be placed upon the forward-looking statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20230221005746/en/
Benedikt F�rtig benedikt.foertig@axios.ag
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