Rodez-headquartered organisation RAGT Semences specialises in seed technology and the production of high-quality crops including broadacre, grasses, brassicas and cover crops, which it distributes worldwide.
On 25 June 2021, RAGT Semences completed its acquisition of Australian and New Zealand seed wholesaler Seed Force, through its subsidiary company Joordens' Zaadhandel B.V., to expand its presence in the southern hemisphere. The sale price was undisclosed, however, the purchase was funded through loans and purchase consideration to buy out third-party shareholders in a linked series of transactions.
Executing the deal
This complex transaction saw RAGT Semences move from a minority shareholder in Seed Force Limited (NZ) and from indirect minority shareholding in Seed Force Pty Ltd (Australia) to full ownership of both entities. In achieving this, RAGT Semences subsidiary Joordens' Zaadhandel B.V. wholly purchased the New Zealand target, with the newly acquired target wholly purchasing the Australian target in a linked series of transactions, which were simultaneously completed. Adding to the complexity of the deal, the vendors for each entity were different, with warranty comfort in respect of the Australian target having to be provided by the vendors of the New Zealand target, with back-to-back indemnities between the vendor groups. Lander & Rogers also assisted with obtaining FIRB approval for the Australian aspects of the transaction under FIRB's COVID-19 lockdown arrangements.
Realising value
Obtaining full control of Seed Force expands RAGT Semences' presence in the southern hemisphere, positioning it as a truly global seed company. Through Seed Force, RAGT Semences will leverage opportunities in pasture, forage, broadacre and soil health markets, while growing its full-range breeding portfolio (over 30 species). RAGT Semences' view of this value did not waver, notwithstanding interference from COVID-19 soon after negotiations first commenced, resulting in completion occurring nine months after Lander & Rogers was first instructed.
Deal team
The deal team negotiated for the New Zealand vendors to assume the Australian vendor warranties and risk, and for both groups of vendors to agree upon a warranty indemnity.
Advising on the deal was Lander & Rogers partner Deanna Constable and lawyers Jennifer Goh and James Kelly, who specialise in legal due diligence, foreign investment advice and documentation on domestic and international mergers and acquisitions.
For information about how Lander & Rogers can assist you and your organisation with complex corporate transactions including mergers & acquisitions, joint ventures, financings and restructures, please get in touch.
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