Boulevard Acquisition To Acquire AgroFresh Business From Dow

(RTTNews) - Boulevard Acquisition Corp. (BLVD, BLVDU, BLVDW), an entity sponsored by an affiliate of Avenue Capital Group, Thursday said it has entered into a definitive agreement with The Dow Chemical Co. (DOW) for Boulevard to acquire AgroFresh, Dow's post-harvest specialty chemical business.

Boulevard will purchase AgroFresh in exchange for 18.4 million shares of Boulevard Common Stock and $626 million in cash, for a total of $810 million assuming a valuation of the Boulevard shares at $10 per share.

Dow will initially hold about 40 percent of the shares of AgroFresh, while the stockholders of Boulevard will initially hold around 60 percent.

AgroFresh provides data-driven specialty chemical solutions aimed at enabling growers and packers of fresh produce to preserve and enhance the freshness, quality and value of fresh produce and to maximize the percentage of produce supplied to the market relative to the amount of produce grown.

Its flagship product is the SmartFresh Quality System, a freshness protection technology proven to maintain firmness, texture and appearance of fruits during storage and transport. SmartFresh is currently commercialized in 45 countries worldwide.

The transaction will result in AgroFresh becoming a publicly traded company with an anticipated initial enterprise value of $879 million, or 8.7 times its estimated 2015 EBITDA.

Dow will retain a non-consolidated minority ownership position in the company, and will be represented on the Board of AgroFresh.

Thomas Macphee, currently vice president and corporate director for Dow, who had formally been responsible for AgroFresh in the company's early development, is expected to be named Chief Executive Officer of AgroFresh upon completion of the transaction.

The transaction has been unanimously approved by the Boards of Directors of Boulevard and Dow, and is expected to close in the third quarter of 2015.