NEWS

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NEWS

Bionova Holding settles Grace Brothers litigation and comments on various matters

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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