Boulevard Acquisition Corp. (Nasdaq: BLVD) is buying Dow Chemical Company’s (NYSE: DOW) AgroFresh unit for up to $860 million.
AgroFresh provides chemicals that aim to enhance freshness and quality of produce to farmers and other groups. The company makes the SmartFresh Quality System, a product that aims to maintain firmness, texture and appearance of fruits during storage and transport. Through the deal, AgroFresh will become a stand-alone public company listed on the Nasdaq.
Boulevard, a public acquisition vehicle, is backed by affiliates of investment firm Avenue Capital Group. The New York-based firm has about $13 billion under management. Boulevard raised $220.5 million in a February 2014 initial public offering.
Under the terms of the deal, Boulevard will buy AgroFresh with 18.4 million shares of its common stock and $626 million in cash. That will give Dow 40 percent ownership in AgroFresh, and Boulevard shareholders will own 60 percent of the company. The purchase price works out about 8.7x the company's estimated 2015 Ebitda, or 9.2x multiple based on 2014 earnings, and also includes a potential $50 million earnout.
Dow, headquartered in Midland, Michigan, had announced plans to sell the business last October.
"This transaction demonstrates Dow’s focus on selectively shifting our portfolio away from businesses that are no longer a strategic fit," says Howard Ungerleider, Dow's CFO. "AgroFresh is focused on the post-harvest market segment, which is not aligned to the rest of the Dow AgroSciences’ portfolio."
The chemical company is planning to garner between $7 billion and $8.5 billion in proceeds from divestitures by mid-2016. In March, Dow announced it was merging its chlorine business with Olin Corp. in a $5 billion deal. Back in 2013, it sold its polypropylene licensing and catalysts business to W.R. Grace & Co. (NYSE: GRA) for $500 million.
Mayer Brown LLP represented Dow Chemical on the deal. Greenberg Traurig LLP advised Boulevard on the transaction.