Kalera AS (OB:KAL) entered into term sheet to acquire Agrico Acquisition Corp. (NasdaqCM:RICO) from DJCAAC LLC and others in a reverse merger transaction on October 24, 2021. Kalera AS (OB:KAL) entered into a definitive merger agreement to acquire Agrico Acquisition Corp. (NasdaqCM:RICO) from DJCAAC LLC and others in a reverse merger transaction on January 30, 2022. This all-stock transaction creates a combined company with an equity value of approximately $375 million on a fully diluted pro forma basis, assuming no redemptions from Agrico's shareholders. Based on the common stock of Agrico Acquisition Corp. at $10 per share, the transaction implies an exchange ratio of 0.091 for existing Kalera shareholders. In addition to shares of Agrico common stock, Kalera shareholders will receive one contractual Contingent Value Right per share of common stock that will entitle them to receive up to two stock payments upon the achievement of certain milestones. Each stock payment will consist of shares representing 5% of the fully diluted equity of Kalera at the date of completion of the Transaction. If no public shareholders of Agrico exercise their redemption rights, existing Kalera equity holders will own approximately 52%, and Agrico shareholders would own approximately 42% of the issued and outstanding common stock of the combined company at closing. Upon termination, Kalera required to pay $11.2 million. Curtis McWilliams will lead Kalera as Interim Chief executive Officer; current Kalera management team will continue to operate the business. The transaction will result in Kalera becoming a publicly listed company on NASDAQ and delisting from Euronext Growth Oslo exchange during Q2 2022.

The transaction remains subject to approval by both Agrico and Kalera shareholders, the approval of listing of Kalera Ordinary Shares and Kalera Warrants by Nasdaq, Agrico having net tangible assets of at least $5 million, as well as other customary closing conditions including effectiveness of Registration Statement (Form S-4). The transaction has been approved by the boards of directors of both of Kalera and Agrico. As of April 22, 2022, Kalera group and Agrico filed a registration statement on Form S-4 pertaining to the transaction with the United States Securities and Exchange Commission. Kalera has waived the minimum cash closing condition. As of May 16, 2022, U.S. Securities and Exchange Commission (“SEC”) has declared effective the registration statement on Form S-4 of Kalera Public Limited Company. The transaction is expected to close in the second quarter of 2022. As of June 24, 2022, the transaction is expected to be completed on June 28, 2022. Kalera to use the transaction proceeds to further expand their global network of vertical farms.

BofA Securities, Inc. acted as financial advisor and David Dixter, Andrew Walker, Mike Shah, Nathaniel Browand and Iliana Ongun of Milbank LLP and Advokatfirmaet Thommessen AS acted as legal advisors to Kalera. FTI Consulting and Maxim Group, LLC acted as financial advisors and Maples Group and Mitchell S. Nussbaum of Loeb & Loeb LLP acted as legal advisors to Agrico Acquisition Corp. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to Agrico. Morrow Sodali LLC acted as information agent to Agrico. Agrico has hired Morrow Sodali LLC to assist in the proxy solicitation process and has agreed to pay Morrow Sodali LLC a fee of $27,500 plus associated disbursements.