CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
| Cayman Islands | 001-38405 | N/A |
| (State or Other Jurisdiction | (Commission | (IRS Employer |
| of Incorporation) | File Number) | Identification No.) |
444 Madison Avenue, Fl 34
New York, NY 10022
(Address of Principal Executive Offices) (Zip Code)
(212) 981-0630
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On December 19, 2018, Union Acquisition Corp., a Cayman Islands exempted company (“ UAC ”), executed an agreement (the “ Amendment ”) to amend the Share Exchange Agreement, dated as of November 8, 2018, by and among UAC, Joseph J. Schena, solely in his capacity as representative of the holders of UAC ordinary shares, and Bioceres, Inc., a Delaware corporation (the “ Exchange Agreement ”), filed with the Securities and Exchange Commission on November 9, 2018 as Exhibit 2.1 to UAC’s Current Report on Form 8-K. Pursuant to the Amendment, UAC and Bioceres, Inc. agreed, among other things, that all directors of the post-Closing Union Board (as defined in the Exchange Agreement) will have one-year terms and will be appointed and removed by the majority vote of the holders of ordinary shares of the combined company.
In addition, on December 19, 2018, UAC and the holders of the private placement warrants issued in connection with UAC’s initial public offering (the “ IPO ”) entered into a letter agreement (the “ Letter Agreement ”), pursuant to which, the holders of such private placement warrants agreed that such private placement warrants will only be exercisable on a cashless basis and redeemable on the same basis as the public warrants issued in connection with the IPO.
A copy of each of the Amendment and the Letter Agreement is incorporated herein by reference and filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K. The description of the Amendment and the Letter Agreement set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of the exhibits filed herewith and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
*Certain exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). UAC agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Union Acquisition Corp. | |||
| By: | /s/ Kyle P. Bransfield | ||
| Name: | Kyle P. Bransfield | ||
| Title: | Chief Executive Officer | ||
| Date: December 20, 2018 | |||
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Amendment to the Exchange Agreement
This AMENDMENT (this “Amendment”) TO THE EXCHANGE AGREEMENT (as defined herein) is made effective as of December 19, 2018 by and between Union Acquisition Corp., an exempted company incorporated under the laws of the Cayman Islands (“Union”), Joseph J. Schena, solely in his capacity as representative of the holders of Union Ordinary Shares immediately prior to the Closing (the “Pre-Closing Union Representative”) and Bioceres, Inc., a Delaware corporation (“Bioceres”). Reference is made to that certain SHARE EXCHANGE AGREEMENT (the “Exchange Agreement”), dated November 8, 2018, by and among Union, the Pre-Closing Union Representative and Bioceres. Capitalized terms used herein and not otherwise defined, shall have the meaning set forth in the Exchange Agreement.
WHEREAS, the parties hereto desire to amend the Exchange Agreement pursuant to Section 8.4 thereof.
NOW, THEREFORE, in consideration of the mutual covenants, representations and warranties made herein and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto agree as follows:
| 1. | The following shall be added to Section 1.1 of the Exchange Agreement after “Pre-Closing Reorganization Consents” and before “Pre-Closing Union Group Law Firms”: |
| “Pre-Closing Union Board” has the meaning set forth in Section 6.19. | |
| 2. | The following shall be added to Section 1.1 of the Exchange Agreement after “Union Designated Contact” and before “Union Group”: |
| “Union Directors” has the meaning set forth in Section 6.19. | |
| 3. | Section 6.19 of the Exchange Agreement shall be deleted in its entirety and replaced by the following paragraph: |
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6.19. Post-Closing Union Board |
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The Parties shall use commercially reasonable efforts to ensure that at the Closing the Union Board shall be comprised of seven (7) members, five (5) of whom shall be designated by Bioceres and two (2) of whom shall be designated by the Union Board in existence during the Pre-Closing Period (the “Pre-Closing Union Board”). All directors of the post-Closing Union Board will have one-year terms and will be appointed and removed by the majority vote of the holders of Ordinary Shares of the Company. For the avoidance of doubt, any such directors (“Union Directors”) designated by the Pre-Closing Union Board shall receive consideration for their duties as members of the post-Closing Union Board pursuant to a compensation program to be established for independent directors, which is expected to consist of an annual retainer and committee fees for their service as directors. Following the Closing, Bioceres will also cause Union (which, for the avoidance of doubt, shall following the Closing be renamed Bioceres Crop Solutions Corp.) to reimburse the Union Directors for reasonable out-of-pocket expenses incurred in connection with the performance of their duties as directors, including, without limitation, travel expenses in connection with their attendance in-person at board and committee meetings. |
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| 4. | Section 8.4 of the Exchange Agreement shall be deleted in its entirety and replaced by the following paragraph: |
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8.4. Amendment |
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Prior to the Closing Date, this Agreement may be amended or modified only by a written agreement executed and delivered by (a) a duly authorized officer of Bioceres, (b) a duly authorized officer of Union and (c) the Pre-Closing Union Representative. On or after the Closing Date, this Agreement may be amended or modified only by a written agreement executed and delivered by (a) a duly authorized officer of Bioceres and (b) the Pre-Closing Union Representative. |
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This Agreement may not be modified or amended except as provided in the immediately preceding paragraph and any purported amendment by any party or parties hereto effected in a manner which does not comply with this Section 8.4 shall be void. |
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| 5. | For the avoidance of doubt, the Pre-Closing Union Representative, by signing this Amendment, acknowledges that it shall observe all the obligations applicable to it under the Exchange Agreement as amended by this Amendment. |
| 6. | Section 3.12(c)(ii) of the Disclosure Schedule attached to the Exchange Agreement is hereby amended to include the schedule set forth in Annex A attached hereto. |
| 7. | All other terms and conditions as contained in the Exchange Agreement, shall remain binding on the Parties and are incorporated by reference. |
[ Signature Page Follows ]
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IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the day and year first above written.
| Union | ||
| Union Acquisition Corp. | ||
| By: | /s/ Kyle Bransfield | |
| Name: | Kyle Bransfield | |
| Title: | Chief Executive Officer | |
| Bioceres | ||
| Bioceres, Inc. | ||
| By: | /s/ Federico Trucco | |
| Name: | Federico Trucco | |
| Title: | President and Chief Executive | |
| Officer | ||
| Pre-Closing Union Representative | ||
| Joseph J. Schena | ||
| By: | /s/ Joseph J. Schena | |
[ Signature Page to Amendment to Share Exchange Agreement ]
Annex A
Section 3.12(c)(ii) of the Disclosure Schedule
Exhibit 10.2
December 19, 2018
Union Acquisition Corp.
400 Madison Avenue, Suite 11A
New York, NY 10017
| Re: | Side Letter Concerning Warrant Agreement |
Ladies and Gentlemen:
This letter agreement (“Agreement”) serves as written confirmation of the agreement between Union Acquisition Corp., a Cayman Islands exempted company (including successors and assigns pursuant to Section 9.1 of the Warrant Agreement, the “Company”), and the undersigned with respect to certain changes to the terms and conditions of the Private Warrants as set forth in that certain warrant agreement dated as of February 27, 2018 (the “Warrant Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, a New York corporation. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Warrant Agreement.
The parties hereto agree that:
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The Private Warrants held by the undersigned and/or their Permitted Transferees may be redeemed, at the option of the Company, at any time during the Exercise Period (so long as there is a current registration statement in effect with respect to the Ordinary Shares underlying the Warrants pursuant to Section 7.4 of the Warrant Agreement), at the office of the Warrant Agent, upon the notice provided pursuant to Section 6.2 of the Warrant Agreement, at the price of $0.01 per Warrant (“Redemption Price”), provided that the last sales price of the Ordinary Shares has been at least $18.00 per share (subject to adjustment in accordance with Section 4 of the Warrant Agreement), on each of twenty (20) trading days within any thirty (30) trading day period ending on the third business day prior to the date on which notice of redemption is given;
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The Private Warrants held by the undersigned and/or their Permitted Transferees may be exercised on a “cashless basis” in accordance with Section 3.3.1(c) of the Warrant Agreement) at any time after notice of redemption shall have been given by the Company pursuant to Section 6.2 of the Warrant Agreement and prior to the Redemption Date. In the event the Company determines to require all holders of Warrants to exercise their Warrants on a “cashless basis” pursuant to Section 3.3.1(b) of the Warrant Agreement, the notice of redemption will contain the information necessary to calculate the number of Ordinary Shares to be received upon exercise of the Warrants, including the “Fair Market Value” in such case. On and after the Redemption Date, the Record Holder of the Private Warrants shall have no further rights with respect to the Private Warrants except to receive the Redemption Price upon surrender of the Private Warrants; and
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In case the Private Warrants are transferred to a Permitted Transferee, it shall be a condition to such transfer (the “Transfer Condition”) that such Permitted Transferee executes and delivers to the Company a joinder agreement to this Agreement in the form attached hereto as Exhibit A, by which such Permitted Transferee shall by bound by the terms and conditions of this Agreement. For the avoidance of doubt, any transfer of the Private Warrants to any Permitted Transferee without meeting the Transfer Condition shall be null and void. |
This Agreement constitutes the entire understanding of the parties hereto relating to the subject matter hereof and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof.
This Agreement shall be governed and construed in accordance with the internal laws of the State of New York, without regard to conflicts of law principles.
[ Signatures follow on next page ]
Sincerely,
| UNION GROUP INTERNATIONAL | ||
| HOLDINGS | ||
| By: | /s/ Juan Sartori | |
| Name: | Juan Sartori | |
| Title: Chairman | ||
| UNION ACQUISITION ASSOCIATES, LLC | ||
| By: | /s/ Kyle P. Bransfield | |
| Name: | Kyle P. Bransfield | |
| Title: Managing Member | ||
| LADENBURG THALMANN & CO. INC. | ||
| By: | /s/ Steven Kaplan | |
| Name: | Steven Kaplan | |
| Title: Head of Capital Markets | ||
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Individuals : |
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/s/ James Manley |
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| James Manley | |
| /s/ William B. Buchanan, Jr. | |
| William B. Buchanan, Jr. | |
| /s/ Patrick A. Sturgeon | |
| Patrick A. Sturgeon | |
| /s/ Joseph LaSala | |
| Joseph LaSala | |
[ Signature Page to Letter Agreement concerning Warrant Agreement ]
| /s/ Michael D. Fontaine | |
| Michael D. Fontaine | |
| /s/ Graham Powis | |
| Graham Powis | |
| /s/ Scott Katzmann | |
| Scott Katzmann | |
| /s/ Harris Lydon | |
| Harris Lydon | |
Acknowledged and agreed to as of the date first above written:
| UNION ACQUISITION CORP. | ||
| By: | /s/ Kyle P. Bransfield | |
| Name: | Kyle P. Bransfield | |
| Title: Chief Executive Officer | ||
[ Signature Page to Letter Agreement concerning Warrant Agreement ]
Exhibit A
FORM OF JOINDER AGREEMENT
Reference is made to that certain side letter agreement (the “Agreement”), dated as of [ ], 2018, by and among Union Acquisition Corp. and the holders of the Private Warrants party thereto, a copy of which is attached hereto as Annex A. All capitalized terms used but not defined in this Joinder Agreement shall have the meanings accorded to such terms in the Agreement.
[ Name of the transferring holder ] proposes to transfer [ ] Private Warrants to [ name of the Permitted Transferee ] (the “Transferee”), subject to the execution of this Joinder Agreement. By executing this Joinder Agreement, the Transferee hereby agrees to be bound by the terms of the Agreement as if he were an original signatory to such Agreement, including but not limited to the Transfer Condition in connection with any transfer of the Private Warrants to a Permitted Transferee, and shall be deemed to be a party thereunder.
[ The remainder of this page has been left intentionally blank ]
IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the date first above written.
[ Name of the Transferee ]
Accepted and agreed as of the above date:
UNION ACQUISITION CORP.
| By: |
| Name: |
| Title: |
Annex A
[ Side Letter Agreement ]