M&A - Village Farms International, Inc.

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Form Type: 8-K

Filing Date: 2025-05-16

Corporate Action: Acquisition

Type: New

Accession Number: 000095017025073686

Filing Summary: On May 12, 2025, Village Farms International, Inc. (VFI) entered into a Framework Agreement regarding partnership interests and contributions with Vanguard Food GP LLC and other investors. Under this agreement, VFI and associated sellers will contribute assets related to their produce business to Vanguard. The deal includes a $55 million contribution from the investors and a resulting $40 million payment to VFI, with $5 million held in escrow. The agreement will create new equity interests for the involved parties. The closing of these transactions is anticipated in the second quarter of 2025, pending the fulfillment of standard conditions. VFI will retain ownership of certain greenhouse facilities and will sign supply and transition service agreements with Vanguard.

Additional details:

Entry Date: 2025-05-12


Consideration Amount: 40000000


Investment Amount: 55000000


Ownership Interest Vfi: 30-acre Monahans greenhouse facility


Ownership Interest Vfi Canada: 60-acre Delta 1 greenhouse in British Columbia


Membership Interests Issued: common and preferred units representing 100% of Vanguard LP’s equity ownership


Chairman Appointed: Charlie Sweat


Interim Ceo: Michael A. DeGiglio


Cfo Appointed: Steve Ruffini


Form Type: 8-K

Filing Date: 2025-05-12

Corporate Action: Acquisition

Type: New

Accession Number: 000095017025069477

Filing Summary: On May 12, 2025, Village Farms International, Inc. announced a press release detailing a definitive framework agreement with a newly-formed holding company named Vanguard, which is supported by private investment firms including Sweat Equities. This agreement involves the privatization of certain assets and operations of their Fresh Produce segment. As part of the transaction, a new private joint venture will be established where Village Farms will retain a minority ownership stake, allowing the company to concentrate on expanding its international cannabis business. The transaction will also involve Village Farms receiving $40 million in cash, along with a 37.9% equity stake in Vanguard upon closing, anticipated to occur in the second quarter of 2025.

Additional details:

Press Release Date: 2025-05-12


Joint Venture Name: Vanguard


Cash Proceeds: $40 million


Equity Ownership Interest: 37.9%


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