OSLO, Norway, May 25, 2022 (GLOBE NEWSWIRE) — Reference is made to the stock exchange announcement published by Kalera AS (the “Company“) (Euronext Growth Oslo: KAL, Bloomberg: KSLLF) on 13 May 2022 regarding the merger with its wholly-owned Luxembourg subsidiary Kalera S.A. (the “Merger“).
The Merger will become effective upon publication of the minutes from Kalera S.A.’s general meeting approving the Merger in accordance with Luxembourg law. Such publication, and the effectiveness of the Merger, is expected to occur on 27 May 2022 (the “Effectiveness“).
The last day of trading in the Company’s shares on Euronext Growth Oslo is today, 25 May 2022. A trading suspension will be imposed by the Oslo Stock Exchange following end of trading today, and the trading suspension will remain in force until the Effectiveness. As of the Effectiveness, all of the Company’s assets, rights and liabilities will be transferred to Kalera S.A., and the Company will be dissolved and have it shares delisted from Euronext Growth Oslo.
As merger consideration, the shareholders of the Company will receive shares in Kalera S.A., where two shares in the Company give the right to receive one share in Kalera S.A. The Company’s shareholders will, for the purpose of calculating the number of consideration shares, have their shares rounded down to the nearest even number as Kalera S.A. will not issue fractional shares. If a shareholder already holds an even number of shares, no rounding will be made. Excess shares, which as a result of this rounding will not be allotted, will be settled in cash by Kalera S.A., and the settlement amount per excess share shall equal the volume weighted average share price for the Company’s shares on Euronext Growth Oslo during the last ten trading days prior to the Effectiveness.
It is the shareholders as of the Effectiveness, as such shareholders appear in the shareholders register of the Company with the Norwegian Central Securities Depository (the “VPS“) as at the day of Effectiveness (the “Record Date“), that will receive merger consideration shares in Kalera S.A.
Tentative key dates and information for the completion of the Merger is as follows:
Last day of trading in the Company’s shares on Euronext Growth Oslo: 25 May 2022
Effectiveness of the Merger: 27 May 2022
Record Date for entitlement to merger consideration shares: 27 May 2022
First day of trading in Kalera S.A.’s shares: 1 June 2022
Merger consideration shares delivered through VPS: 31 May 2022
The shares of Kalera S.A. will trade on Euronext Growth Oslo under the ticker “KAL”, which is the current ticker of the Company.
Kalera is a vertical farming company headquartered in Orlando, Florida. Kalera uses technology to ensure that more people around the world have access to the freshest, most nutritious, and cleanest products available. It has spent several years optimizing plant nutrient formulas and developing an advanced automation and data acquisition system with Internet of Things, cloud, big data analytics and artificial intelligence capabilities. Kalera currently operates farms in the US (in Orlando, Florida; Atlanta, Georgia; Houston, Texas and Denver, Colorado), as well as in Kuwait. Additional farms are under development. More information is available at www.kalera.com.