Kalera S.A. — M&A Activity 2021

Feb 24, 2021

Kalera acquires Vindara Inc.

Kalera acquires Vindara Inc.

Kalera acquires Vindara Inc.

Kalera AS ("Kalera" or the "Company"), Euronext Growth Oslo ticker KAL, Bloomberg: KSLLF, one of the fastest-growing vertical farming companies in the world and a leader in plant science for producing high-quality produce in controlled environments, today announced the acquisition of Vindara Inc. (“Vindara”), the first company to develop seeds specifically designed for use in vertical indoor farm environments as well as other controlled environment agriculture (CEA) farming methods.

Vindara, based in Research Triangle, North-Carolina, uses genomics, machine learning, and computational biology along with traditional breeding methods to meet the market need for produce that is non-GMO, nutritious, high-yielding, and delicious. Explicitly intended for the new high tech indoor growing environments, Vindara seeds offer growers the opportunity to capitalize on a significantly higher yield potential, production efficiencies and product customization — in a fraction of the time through reducing the grow cycle. The Company’s breeding process shortens development time from the usual 5-7 years to just 12-18 months and shaves several days off of the plant grow cycle, resulting in increased output and optimizing yield and profitability.

Vindara will be a fully owned subsidiary of Kalera and will operate out of Kalera’s headquarters in Orlando, Florida where Dr. Jade Stinson will continue in her existing role as Co-Founder and President. Together, the combined company will:

● Significantly increase the output from Kalera´s current and future facilities by reducing the grow cycle and providing higher yields

● Lower costs of goods sold by reducing costs of seed and energy efficiency/automation

● Significantly improve Kalera´s future unit economics and EBITDA

● Be better positioned to offer differentiated products and have an improved ability to optimize color, texture, flavor, firmness and nutrient profile

● Accelerate and expand Vindara’s seed research and development programs focused on the indoor farming sectors to support overall CEA market share growth

● Develop a strong product pipeline beyond lettuce to include high yield basil, high yield spinach and high yield strawberries

● Accelerate the development cycle of proprietary products with and for customers while also generating value through the development of custom seed for the indoor farming industry at large

● Provide additional revenue generation opportunities to the CEA global market

The agreed enterprise value for Vindara is USD 23,750,000 and the consideration payable for the equity of the Company will be settled 60% in cash and 40% in the form of preferred stock in a newly formed subsidiary of Kalera, which will be exchangeable into an aggregate of

2,084,087 shares in Kalera. The recipients of the preferred stock will be subject to a nine-month lock-up.

Employees of Vindara will be onboarded to Kalera's share option plan and will be granted a total of 600,000 Kalera share options with a strike price of US$5.00.

“Kalera has always focused on being the most technologically advanced player in the vertical farming industry. With the addition of Vindara’s data-driven methodology, we will be the first vertical farming company with the ability to develop its own plant varieties bred specifically for indoor farming conditions. Our acquisition of Vindara complements our overall science-driven and innovation-leading value proposition. This investment represents an important strategic opportunity to increase revenue options to Kalera, while reducing its cost of materials and reducing our cycle times given Vindara’s competitive advantages,” said Daniel Malechuk, CEO of Kalera. “While advances in technology such as lighting, robotics, sensors, and planting substrates are all improving grower economics, seeds developed specifically for indoor farming have been a “missing link” to vertical farming achieving its full potential. Together with Vindara, we are ushering in a new era of agricultural advancements that will increase production yields and produce unique crop varieties customized for the needs of our discerning customers around the globe.”

“Kalera has quickly established itself as an innovative leader and is the ideal partner to help Vindara continue optimizing seeds designed specifically for the vertical farming industry” said Dr. Stinson. “With Kalera’s commitment to R&D and improving the yield, variety and characteristics of its produce, we will be able to better leverage our ability to develop customized seeds for indoor growers faster than any other seed provider. I look forward to working with Daniel and the rest of the Kalera team to continue driving innovation and building on Kalera’s rapidly expanding footprint by delivering a truly differentiated product for their customers while also accelerating our ability to provide the rest of the CEA world with our revolutionary seeds”

“We stress that Kalera is the future of farming -- and with our robust growth and ongoing operational enhancements, we’re truly making that future happen now, turning it into a reality today.” said Malechuk.

Kalera currently operates two growing facilities in Orlando, and is building facilities in Atlanta (Georgia), Houston (Texas), and Denver (Colorado), which will open in 2021 along with additional facilities underway in greater Seattle (Washington), Honolulu (Hawaii), and Columbus (Ohio). Kalera is the only controlled environment agriculture company with coast to coast facilities being constructed, offering grocers, restaurants, theme parks, airports and other businesses nationwide reliable access to locally grown clean, safe, nutritious, price-stable, long-lasting greens. Once all of these farms are operational, the total projected yield is of several tens of millions of lettuce heads per year, or the equivalent of over 1,000 acres of traditional field farming. Kalera uses a closed-loop irrigation system which enables its plants to grow while consuming 95% less water compared to field farming.

About Kalera

Kalera is a technology driven vertical farming company with unique growing methods combining optimized nutrients and light recipes, precise environmental controls, and clean room standards to produce safe, highly nutritious, pesticide-free, non-GMO vegetables with consistent high quality and longer shelf life year-round. The company’s high-yield, automated, data-driven hydroponic production facilities have been designed for rapid rollout with industry-leading payback times to grow vegetables faster, cleaner, at a lower cost, and with less environmental impact. To learn more visit www.Kalera.com.

About Vindara

Vindara is the first company to deliver genetic seed varieties bred explicitly for use in fast growing, high-tech indoor farming operations. Founded in 2018, the company utilizes machine learning to develop tailor-made seeds in a compressed timeframe of only 12-18 months. To learn more visit www.Vindara.com.

Important notice:

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believe that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict, and are beyond their control. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which the Company operates, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not make any guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this announcement.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.