US-listed fresh-produce supplier Edible Garden is looking to buy The Narayan Group, a European supplier of oils and pulses.
Edible Garden said it had signed a non-binding letter of intent to “purchase the outstanding share capital” of Narayan.
Slovenia-based Narayan supplies organic coconut products and a range of spices, pulses and grains.
It sells into major European retailers including Aldi and Lidl.
Edible Garden, which is listed on the Nasdaq, specialises in controlled environment agriculture and sells into stores in the US, Caribbean and South America.
The company operates vertically-integrated greenhouses and processing facilities in New Jersey and Michigan. It also markets condiments and pickles.
Jim Kras, Edible Garden’s CEO, said: “This value acquisition should position us to create meaningful value for our shareholders by meeting the growing demand for sustainable, plant-based food products. We believe this transaction will provide us with immediate value, allow us to introduce Narayan’s products into the North American market and provide a much stronger base to grow in the future.
"Our combined strategy will be to build on Narayan’s footprint in Europe with their ability to acquire other successful product offerings and to expand those through our established and growing North American channels.”
Under the terms of the proposed deal, Edible Garden will issue shares in its business to Narayan’s investors. Subject to the completion of due diligence by both companies, the businesses expect a majority of the fully-diluted outstanding shares of Edible Garden common stock at closing will be issued to the Narayan shareholders.
The letter of intent also sets out that, subject to Nasdaq requirements, a majority of the members of the Edible Garden board of directors shall be designated by the Narayan shareholders or their affiliate. Kras will continue to serve as chairman and CEO of Edible Garden.
Mario Brumat, Narayan’s president, will head the combined group’s European operations and become a member of the Edible Garden board of directors.
Brumat said: “We believe this strategic transaction with Edible Garden represents a transformative opportunity to combine Narayan’s high-growth business model and strong European market leadership with Edible Garden’s innovative CEA technology and established distribution channels in North America.
"Together, we expect to be able to accelerate market expansion, particularly in the US and Canada, by delivering products that meet rising consumer demand for organic and sustainable food products.”
