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LUXEMBOURG - Moolec Science SA (NASDAQ:MLEC), a company specializing in the production of animal proteins and nutritional oils through plant-based systems, has announced a significant all-stock business combination with Bioceres Group Limited and other entities. The deal, which was signed on April 17, 2025, involves the transfer of holdings from several parties into an expanded corporate structure under Moolec as the parent company.
In exchange for their holdings, shareholders of the entities involved will receive up to 87 million newly issued shares and 5 million warrants from Moolec. The transaction is expected to close in the second quarter of 2025, subject to customary closing conditions and regulatory approvals, including a shareholder vote.
Bioceres Group, Nutrecon LLC, and Gentle Technologies Corp are the contributed entities, each bringing a portfolio of technologies and products that will position Moolec as a leader in the agricultural value chain. This includes Bioceres Group’s HB4® technology for climate-resilient seeds and Nutrecon’s fungi-derived ingredients under the Eternal® brand.
The combined entity will manage over 800 patents and product registrations, translating into significant sales across more than 50 countries. Moolec’s CFO, José López Lecube, emphasized the growth potential, cost efficiencies, and revenue increase opportunities this transaction is expected to bring.
The business combination also heralds leadership changes, with Gastón Paladini stepping down as CEO, Director, and Chairman of the Board of Moolec following an Extraordinary General Meeting to be held on April 22, 2025.
Moolec’s future will focus on ingredient innovation, biological agriculture expansion, advanced R&D services, and emerging technologies in grain and biomass transformation. The transaction is anticipated to create operational synergies and an integrated management structure.
The intrinsic value of the exchange ratio and the $2 strike price of warrants are seen as a significant premium to Moolec’s current stock price. This merger is poised to assemble a formidable presence in the agricultural industry, as per the press release statement.
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