Oakland, California
December 20, 2001
Bionova Holding
Corporation (Amex: BVA) announced today that it had reached
an agreement to settle all of the Grace Brothers claims pending
against Bionova Holding and DNA Plant Technology Corporation.
This agreement provides for Savia, S.A. de C.V. (NYSE: VAI), the
parent company of Bionova Holding, to purchase from the Grace
Brothers all of the Grace Brothers right, title, and interest in
the $6.4 million judgment it had been awarded against DNA Plant
Technology Corporation and all related claims against Bionova
Holding, DNA Plant Technology Corporation, and all of their
affiliates. In return, Savia was obligated to make two cash
payments to the Grace Brothers. The first of these payments was
made on December 17, and the final payment is due on or before
January 31, 2002. Bionova Holding then expects to enter into a
settlement agreement with Savia pursuant to which Savia will
release all of the claims purchased from Grace Brothers and
Bionova Holding will agree to reimburse Savia for the amounts
Savia pays to Grace Brothers.
Officials of Bionova Holding commented that while they are
extremely pleased a settlement had finally been reached, the
road ahead for the Company remains a complex and difficult one.
Efforts to raise new financing and complete contracts with new
research partners have not yet resulted in any commitments, in
part due to the perceived uncertainty about the Company that
resulted from the appellate court ruling in favor of Grace
Brothers in January and the judgment granted in favor of Grace
Brothers in August of this year. The Company must now confront
the implications of the termination of Savia's cash support as
of December 31, 2001 and the increasing magnitude of Bionova
Holding's indebtedness to Savia.
Company management and its Board of Directors are currently
exploring their options going forward into 2002. Among the
options being considered is the postponement or possible
cancellation of the sale of the fresh produce business to Savia.
With the re-structuring of the business operations undertaken in
2000-2001 the fresh produce business is expected to achieve a
small profit when the 2001 year is closed. Projections of this
business segment for 2002 reflect a continuing improvement in
profit and cash generation, such that the fresh produce business
would generate sufficient cash to support itself, the technology
business, and corporate expense requirements through at least
the first half of next year.
Company officials acknowledged that while this course of action
is the only vehicle available at this time for the Company to
remain a going concern beyond December 31st of this year, it
will have significant and lasting impacts on the ownership and
debt structure of the Company. Savia currently owns 76.6% of the
outstanding common stock of Bionova Holding, and if Savia
converts the Series A Convertible Preferred Stock it holds, its
ownership interest will increase to 87.9%. In addition, Bionova
Holding is indebted to Savia for $57 million, and Savia is owed
an additional $19 million by Bionova Holding's fresh produce
subsidiaries. Bionova Holding will be further indebted to Savia
as of January 31, 2002 after Savia has completed the settlement
payments to Grace Brothers and assumes Grace Brothers judgment
and claims. If Bionova Holding opts not to sell the fresh
produce business to Savia, or if Savia exercises its right to
cancel that agreement, Bionova Holding will need to find some
other way to restructure or satisfy its indebtedness to Savia,
most of which is payable in 2002. At this time, Bionova Holding
does not know how this indebtedness will be handled.
The Company made several other announcements with regard to
recent transactions and its organization.
On November 16, 2001 the Company's Mexican subsidiary,
Agrobionova, S.A. de C.V., sold the shares representing its
50.01% interest in Interfruver de Mexico, S.A. de C.V. Prior to
the transaction, the Bon Family owned 49.99% of Interfruver.
Interfruver historically has been the primary Mexican
distributor of fruits and vegetables produced by Agrobionova. It
also distributed fresh produce on behalf of other Mexican
producers, as well as produce imported from the United States
and other countries. Notwithstanding the sale of Interfruver,
Bionova Holding will maintain a presence in the Mexican fresh
produce industry through Agrobionova's direct and contract
production and continuing sales through Interfruver. The
purchase price for the shares includes a
fixed component and a variable component. The fixed component is
$2.6 million, of which $1.7 million was paid to Agrobionova on
the signing of the agreement. Additional payments of $0.7
million and $0.2 million are due on March 1, 2002 and August 31,
2002, respectively. The variable component is an earn-out based
on the amount of sales made by Interfruver during the period
from 2002 through 2005.
On November 27, 2001, Bionova International, Inc. sold its
entire interest in Bionova Holding to Ag-Biotech Capital, LLC, a
Delaware limited liability company. Bionova International owned
76.6% of Bionova Holding's outstanding common stock and all of
Bionova Holding's outstanding Series A Convertible Preferred
Stock. Both Bionova International and Ag-Biotech are
wholly-owned
by Savia. Therefore, Savia continues to be the entity in control
of the Company, and the Company does not expect this transaction
to cause any change in the Company, its management or its
operations.
Mr. Arthur H. Finnel, who is currently an executive vice
president, treasurer, and chief financial officer of Bionova
Holding, will be resigning his duties as an officer of the
company by February 2002. Mr. Finnel stated that he is leaving
the Company due to family and other personal considerations. Mr.
Gabriel Montemayor, who is currently the Controller for the
Company's fresh produce business, will be assuming the corporate
responsibilities performed by Mr. Finnel.
Bionova Holding Corporation is a leading biotechnology
company focused on genomics-based trait development for plant
agriculture. Bionova Holding's goal is to deliver crop
protection and human nutrition traits through high-efficiency
gene profiling, bioinformatics, and expertise in plant biology.
Bionova Holding and its affiliates have strategic alliances and
licensing agreements with some of the world's leading
agricultural companies, value-added producers and marketers, and
biotechnology research groups. Through its fresh produce growers
and distribution companies, Bionova Holding is known for its
premium Master's Touch(R) and FreshWorld Farms(R) brands.
Bionova Holding Corporation is majority owned by Mexico's Savia,
S.A. de C.V., whose subsidiaries include Seminis Vegetables
Seeds, Inc., the largest developer, producer and marketer of
vegetable seeds in the world.
Company news release
N4062
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