NEW
YORK, Dec. 13, 2024 /PRNewswire/ -- Agriculture
& Natural Solutions Acquisition Corporation, a special purpose
acquisition company ("ANSC"), announced today that the Treasurer of
Australia (the "Treasurer") on
December 12, 2024 (Australian Eastern
Daylight Time) confirmed that the Commonwealth Government of
Australia has no objection to
ANSC's previously announced proposed business combination with
Australian Food & Agriculture Company Limited ("AFA") and the
other parties to the Business Combination Agreement dated
August 28, 2024 (the "Business
Combination") (known colloquially as "FIRB Approval" as the
Treasurer is advised on such matters by the Foreign Investment
Review Board). FIRB Approval is one of the conditions to
closing of the Business Combination.
ABOUT AFA
AFA is a large-scale, diversified agricultural business
established by the late Colin Bell
in 1993 with the acquisition of the historic 'Burrabogie' station.
AFA now operates one of the largest agricultural portfolios in
New South Wales, Australia
consisting of three major freehold title land aggregations within
the Deniliquin, Hay and Coonamble districts, which total
approximately 550,000 acres, and a water portfolio of approximately
45,000 acre-feet. AFA's portfolio includes some of Australia's most iconic properties, including
'Boonoke', 'Burrabogie', 'Wanganella' and 'Wingadee'. The company
has total livestock carrying capacity of approximately 247,000 dry
sheep equivalent across its sheep wool and meat and cattle
operations (excluding the Conargo feedlot). AFA also operates the
historic Wanganella and Poll Boonoke merino sheep studs, amongst
the most highly regarded studs in Australia. AFA's cropping operations are
characterized by flexibility amongst crop types, geographies and
seasons. Key crops include irrigated cotton, irrigated rice, wheat,
barley, canola, corn, chick peas and faba beans. More recently, the
company has developed the state-of-the-art Conargo feedlot with a
licensed capacity of 12,000 standard cattle units.
ABOUT ANSC
ANSC was formed for the purpose of effecting a merger,
amalgamation, share exchange, asset acquisition, share purchase,
reorganization or similar business combination. ANSC represents a
further expansion of its sponsors' 18-year franchise in low-carbon
investments, having established industry leading, scaled companies
with more than $6 billion of equity
invested in renewables.
FORWARD LOOKING STATEMENTS
This document includes certain statements that may constitute
"forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended (the "Securities Act"), and
Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Forward-looking statements include, but are not
limited to, statements that refer to projections, forecasts or
other characterizations of future events or circumstances,
including any underlying assumptions. The words "anticipate,"
"believe," "continue," "could," "estimate," "expect," "intends,"
"may," "might," "plan," "possible," "potential," "predict,"
"project," "should," "would" and similar expressions may identify
forward-looking statements, but the absence of these words does not
mean that a statement is not forward-looking. These forward-looking
statements are not guarantees of future performance, conditions, or
results, and involve a number of known and unknown risks,
uncertainties, assumptions, and other important factors, many of
which are outside of ANSC, Agriculture & Natural Solutions
Company Limited ACN 680 144 085 ("NewCo") or AFA's management's
control, that could cause actual results to differ materially from
the results discussed in the forward-looking statements.
Accordingly, forward-looking statements should not be relied
upon as representing ANSC's, AFA's or NewCo's views as of any
subsequent date, and none of ANSC, AFA or NewCo undertakes any
obligation to update forward-looking statements to reflect events
or circumstances after the date they were made, whether as a result
of new information, future events or otherwise, except as may be
required under applicable securities laws. None of NewCo, ANSC or
AFA gives any assurance that any of NewCo, ANSC or AFA will achieve
its expectations. You should not place undue reliance on these
forward-looking statements. As a result of a number of known and
unknown risks and uncertainties, NewCo's actual results or
performance may be materially different from those expressed or
implied by these forward-looking statements. Some factors that
could cause actual results to differ include: (i) the ability of
the parties to complete the Business Combination by ANSC's business
combination deadline and the potential failure to obtain an
extension of the business combination deadline if sought by ANSC;
(ii) the occurrence of any event, change or other circumstance that
could give rise to the termination of the definitive agreements
relating to the Business Combination; (iii) the outcome of any
legal, regulatory or governmental proceedings that may be
instituted against NewCo, ANSC or AFA or any investigation or
inquiry following announcement of the Business Combination,
including in connection with the Business Combination; (iv) the
inability to complete the Business Combination due to the failure
to obtain approval of ANSC's shareholders; (v) AFA's and NewCo's
success in retaining or recruiting, or changes required in, their
officers, key employees or directors following the Business
Combination; (vi) the ability of the parties to obtain the listing
of the ordinary shares in the capital of NewCo ("NewCo Ordinary
Shares") and warrants to purchase NewCo Ordinary Shares on the New
York Stock Exchange or another national securities exchange upon
the closing of the Business Combination; (vii) the risk that the
Business Combination disrupts current plans and operations of
AFA as a result of the announcement and consummation of the
transactions described herein; (viii) the ability to recognize the
anticipated benefits of the Business Combination; (ix) unexpected
costs related to the Business Combination, which may be affected
by, among other things, competition and the ability of AFA to grow
and manage growth profitably, maintain relationships with customers
and suppliers and retain its key employees; (x) the ability of the
parties to consummate one or more private placements of securities
of NewCo to be consummated in connection with the Business
Combination (the "Private Placements") on the stated timeline; (xi)
the use of proceeds from the Private Placements by the combined
company; (xii) the risk that there will be insufficient cash raised
through the Private Placements, or that the amount of redemptions
by ANSC's public shareholders is greater than expected; (xiii) the
management and board composition of NewCo following completion of
the Business Combination; (xiv) limited liquidity and trading of
NewCo's securities; (xv) geopolitical risk and changes in
applicable laws or regulations, including legal or regulatory
developments (including, without limitation, accounting
considerations) which could result in the need for AFA to restate
its historical financial statements and cause unforeseen delays in
the timing of the Business Combination and negatively impact the
trading price of NewCo's securities and the attractiveness of the
Business Combination to investors; (xvi) the possibility that AFA
may be adversely affected by other economic, business, and/or
competitive factors; (xvii) operational risks; (xviii) the
possibility that a pandemic or major disease disrupts AFA's
business; (xix) litigation and regulatory enforcement risks,
including the diversion of management time and attention and the
additional costs and demands on AFA's resources; (xx) the risks
that the consummation of the Business Combination is substantially
delayed or does not occur including the risk that the
transaction may not be completed by ANSC's business combination
deadline and the potential failure to obtain extensions of the
business combination deadline if sought by ANSC; and (xxi) other
risks and uncertainties indicated from time to time in the proxy
statement/prospectus relating to the Business Combination,
including those under "Risk Factors" therein, and in ANSC's, AFA's
and NewCo's other filings with the SEC. You are cautioned not to
place undue reliance upon any forward-looking statements, which
speak only as of the date made.
No Offer or Solicitation
This communication relates to a proposed business combination
between AFA and ANSC. This document shall not constitute a
"solicitation" of a proxy, consent, or authorization, as defined in
Section 14 of the Exchange Act, with respect to any securities or
in respect of the Business Combination. This document also does not
constitute an offer, or a solicitation of an offer, to buy, sell,
or exchange any securities, investment or other specific product,
or a solicitation of any vote or approval, nor shall there be any
offer, sale or exchange of securities, investment or other specific
product in any jurisdiction in which such offer, solicitation or
sale or exchange would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities will be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act or an exemption therefrom.
Additional Information About the Business Combination and
Where To Find It
In connection with the Business Combination, ANSC, NewCo and AFA
intend to file a registration statement on Form F-4 relating to the
Business Combination (the "Registration Statement") with the SEC,
which will include a proxy statement of ANSC in connection with
ANSC's extraordinary general meeting of its shareholders (the "ANSC
Shareholders' Meeting") and certain other related matters described
in the Registration Statement. The Registration Statement,
including the proxy statement/prospectus contained therein, will
contain important information about the Business Combination and
the other matters to be voted upon at the ANSC Shareholders'
Meeting. This communication does not contain all the information
that should be considered concerning the Business Combination and
other matters and is not intended to provide the basis for any
investment decision or any other decision in respect of such
matters. ANSC, AFA and NewCo may also file other documents with the
SEC regarding the Business Combination. INVESTORS AND SECURITY
HOLDERS OF ANSC AND OTHER INTERESTED PERSONS ARE URGED TO READ,
WHEN AVAILABLE, THE REGISTRATION STATEMENT, INCLUDING THE PROXY
STATEMENT/PROSPECTUS INCLUDED THEREIN, ANY AMENDMENTS THERETO AND
DOCUMENTS INCORPORATED BY REFERENCE, AND ANY OTHER RELEVANT
DOCUMENTS THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE
BUSINESS COMBINATION CAREFULLY AND IN THEIR ENTIRETY BECAUSE THESE
DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT ANSC, NEWCO,
AFA, AND THE BUSINESS COMBINATION. After the Registration Statement
is declared effective by the SEC, ANSC will mail the definitive
proxy statement/prospectus relating to the Business Combination to
its shareholders as of the record date established for voting on
the Business Combination.
Shareholders will also be able to obtain copies of the
preliminary proxy statement/prospectus, the definitive proxy
statement/prospectus and other relevant materials in connection
with the Business Combination without charge, once available, at
the SEC's website at www.sec.gov or by directing a request to:
Agriculture & Natural Solutions Acquisition Corporation, 712
Fifth Avenue, 36th Floor, New
York, NY 10019.
Participants in the Solicitation
ANSC, NewCo, AFA and their respective directors and executive
officers and related persons may be deemed participants in the
solicitation of proxies from ANSC's shareholders in connection with
the Business Combination. ANSC's shareholders and other interested
persons may obtain, without charge, more detailed information
regarding the directors and officers of ANSC and their direct or
indirect interests therein in ANSC's Form 10-K filed with the SEC
on March 28, 2024 (File No.
001-41861), including, without limitation, "Item 10. Directors,
Executive Officers and Corporate Governance", "Item 11. Executive
Compensation", "Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Shareholder Matters" and "Item
13. Certain Relationships and Related Transactions, and Director
Independence". Information regarding the persons who may, under SEC
rules, be deemed participants in the solicitation of proxies to
ANSC's shareholders in connection with the Business Combination and
other matters to be voted upon at the ANSC Shareholders' Meeting
will be set forth in the proxy statement/prospectus for the
Business Combination when available. You may obtain free copies of
these documents as described above.
Media Contact
Daniel Yunger / Emma Cloyd
Kekst CNC
daniel.yunger@kekstcnc.com / emma.cloyd@kekstcnc.com
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SOURCE Agriculture & Natural Solutions Acquisition
Corporation