Oakland,
California
November 30, 2000
Bionova Holding Corporation (Amex: BVA)
announced today its planned business and financial restructuring program. As outlined below, the
program includes the sale of the Company's fresh produce business and a financial restructuring
consisting of a capitalization of all remaining advances made by Savia to the Company, the issuance
of a new set of rights to the Company's minority stockholders, and assurance of funding for the 2001
calendar year. Moving forward Bionova Holding will focus on its functional genomics activity.
Savia has agreed to acquire Bionova Holding's fresh produce business for $48 million plus the
assumption of all of the debt and liabilities of the fresh produce business. The proceeds of this
transaction will be used to immediately pay $48 million of the advances made by Savia to Bionova
Holding. In acquiring the fresh produce business Savia will purchase 100% of the shares held by
Bionova Holding in Agrobionova, S.A. de C.V., and International Produce Holding Company.
Agrobionova is a Mexican subsidiary which conducts the Company's farming business and owns land
and other production facilities in Mexico. Agrobionova also is the majority owner of Interfruver de
Mexico, S.A. de C.V., which engages in the business of marketing and distributing fresh produce in
Mexico. International Produce Holding Company owns total or majority interests in sales and
distribution companies in the United States and Canada. Savia will also acquire certain assets held by
DNA Plant Technology Corporation or its subsidiaries, including the brand names and germplasm,
currently being used in connection with the fresh produce business.
Savia further agreed to capitalize all of the remaining advances it has made or will continue to make
prior to year-end 2000 to Bionova Holding Corporation. The consideration Savia will receive is
newly issued Bionova Holding Corporation common stock (or preferred stock that will be converted
into common stock as soon as a sufficient number of shares of common stock are authorized) at a
valuation of $2.75 per share of common stock.
Bionova Holding indicated that the rights transaction and any associated obligations stemming from
the 1998 Stock Purchase Agreement between Bionova International, Inc. and Bionova Holding
Corporation will be modified. As part of the business and financial restructuring program, and in lieu
of the rights previously contemplated, each stockholder (other than Savia) will receive rights to
purchase two shares of Bionova Holding Corporation common stock for each share they own as of
the date the registration statement is declared effective. The exercise price for the rights will be $2.50
per share. The rights will expire 30 days after issuance. It currently is anticipated that the effective
date of the registration statement will occur in April or May of 2001.
When the business and financial restructuring program is completed, Bionova Holding will have a
unique and sole focus on its technology business. The core strategy underlying this technology
business going forward is as follows:
The convergence of genomics and plant biology has revolutionized the biotechnology landscape and
product development pipeline by providing an enormous array of gene leads for value creation.
However, genomics alone does not directly create value for seed, food, chemical or
pharmaceutical companies. Gene leads must be screened and validated in order to extract their potential value as
products. Bionova Holding seeks to be the leading developer of prototype and commercial crop
traits, as well as targets for agricultural chemical discovery, by industrializing the process of target
validation through gene profiling, bioinformatics and expertise in plant biology. By combining gene
access and genomics tools with a bioinformatics platform, advanced gene expression tools and
efficient trait evaluation techniques, Bionova Holding will create transgenic alleles and constructs that
deliver proven trait value to customers.
Bionova Holding seeks to integrate the processes of gene discovery, trait development and early
product development through alliances with companies that complement its own capabilities. Through
determining the function of genes in model systems, Bionova Holding will pursue discovery and
validation of gene leads that deliver resistance to economically important insect and nematode pests
and fungal diseases in production agriculture. These novel traits can be licensed for use in elite
germplasm in horticultural and agronomic crops. Further, as an aging population increasingly
recognizes the role of diet and nutrition in health maintenance, fruits and vegetables remain an
important means to deliver improved nutrition to consumers. Bionova Holding seeks to be a leading
provider of plant-based technology to improve the nutrition and health-promoting components
of foods. Additionally, Bionova Holding can provide technology services, such as collaborative or
contract research, in support of genetically engineered products, strategies and crop-protection
chemical discovery.
During the negotiations between Savia and Bionova Holding's Special Committee of Independent
Directors, Savia stipulated that it expects the "new'' Bionova Holding that emerges from this business
and financial restructuring to become financially independent of Savia in a short period of time.
Recognizing, however, that new sources of financing will need to be arranged, Savia agreed that to
the extent not funded from other sources, it will fund Bionova Holding's operating expenses and
overhead through December 31, 2001. It presently is anticipated this funding will not exceed $6
million. In exchange for this cash support in 2001, Savia will receive common shares of Bionova
Holding Corporation at the time of such funding. If funded prior to the expiration of the rights being
issued to the minority shareholders, the number of shares received by Savia will be calculated by
dividing the funds advanced by $2.50. If funded after the expiration of the rights, the number of
shares to be received by Savia will be calculated by dividing the funds advanced by the higher of the
market value of Bionova Holding Corporation common stock or $2.50.
"While the planning and negotiation of the restructuring program took longer than expected to
complete, I am extremely pleased with the conclusion that was reached,'' stated Bernardo Jimenez,
Chief Executive Officer of Bionova Holding. "Once the transactions are completed we will be in a
much stronger financial position and dedicate ourselves to the development and delivery of advanced
trait genomics products and services. While the challenges ahead will be significant, this is an
important step forward for the company, its employees, and our shareholders.''
The business and financial restructuring program remains subject to various conditions, including
execution of definitive agreements and stockholder approval of the sale of the fresh produce business.
The stockholders will also be asked to authorize additional shares of common stock to be issued as
part of the program. Bionova Holding will also file a proxy statement and a registration statement
relating to the rights offering, both of which will be subject to review by the Securities and Exchange
Commission.
Bionova Holding Corporation is a leading biotechnology company providing unique capabilities
focused on crop protection traits, pesticide discovery, nutraceutical and genetically engineered foods
through high-efficiency gene profiling, bioinformatics and expertise in plant biology. Bionova Holding
and its subsidiaries have strategic alliances and licensing agreements with some of the world's leading
agricultural companies, with its affiliates, including Seminis Vegetable Seeds, Inc., with value-added
producers and marketers, and with biotechnology research groups. Bionova Holding Corporation is
majority owned by Mexico's SAVIA, S.A. de C.V. (NYSE: VAI - news), whose subsidiaries
include the world's biggest vegetable seed company.
Company news release
N3164 |