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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/X/ Soliciting Material Pursuant to Section 240.14a-12
BIONOVA HOLDING CORPORATION
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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LOGO FOR BIONOVA HOLDING CORPORATION
FOR FURTHER INFORMATION:
Scott Thenell
Bionova Holding Corporation
510-547-2395
BIONOVA HOLDING COMPLETES DEFINITIVE AGREEMENTS WITH SAVIA
AND WINS SHAREHOLDER LAWSUIT
Oakland, California--January 5, 2001--Bionova Holding Corporation (AMEX: BVA)
stated that it has made considerable progress on its business and financial
restructuring program. As first announced on November 30, 2000, Bionova
Holding plans to focus its business on technology and its new trait genomics
platform. To this end, Bionova Holding has agreed to sell its fresh produce
business and has secured a financing commitment to support its technology
business in 2001.
On December 28, 2000 Bionova Holding and its parent company, Savia, S.A. de
C.V., entered into a Purchase Agreement and a Cash Support Agreement. The
Purchase Agreement, to which Savia's subsidiary Bionova International, Inc. is
also a party, contains four major components. First, Bionova Holding will
sell its fresh produce farming and distribution business (including all of the
debt and liabilities of the fresh produce business) to Savia for $48 million.
The purchase price for the fresh produce business will be paid by the
application of $48 million of advances previously made by Savia to Bionova
Holding. Second, on December 29, 2000 Bionova Holding issued 200 shares of
convertible preferred stock to Bionova International for $63.7 million, which
was paid through the application of all of the remaining outstanding advances
previously made by Savia to Bionova Holding (other than the $48 million which
will be applied to the sale of the fresh produce business). The 200 shares of
preferred stock are convertible into 23,156,116 shares of Bionova Holding
common stock (a conversion ratio based on $2.75 per share of common stock).
Third, Savia committed to enter into sublicense agreements whereby it or its
affiliates will license to Bionova Holding certain technology rights that are
important for Bionova Holding to move forward in its business. Bionova
Holding will be able to utilize these rights for research purposes without
cost. Upon commercialization of products containing these technology rights
the Company will be obligated to pay royalties to Savia and/or the owner of
the technology. Fourth, the Purchase Agreement provides that in lieu of the
rights offering previously contemplated by the 1998 Stock Purchase Agreement
between Bionova International and Bionova Holding, Bionova Holding will issue
to each of its stockholders rights to purchase two shares of Bionova Holding
common stock for each share they own as of the date the registration statement
relating to the rights offering is declared effective or such other record
date as may be set by Bionova Holding's Board of Directors. The exercise
price for the rights will be $2.50 per share. The rights will expire 60 days
after issuance or at such other time as Savia and Bionova Holding's Special
Committee of Independent Directors may agree. Each of Savia and Bionova
International has agreed to surrender all of the rights it receives to Bionova
Holding without exercising them. Therefore, after giving effect to the
conversion of the preferred stock, Savia's beneficial interest in Bionova
Holding will increase from 76.6% to 87.9%, and may increase further under the
Cash Support Agreement described below.
Bionova Holding and Savia entered into a Cash Support Agreement for 2001.
This agreement provides that, during 2001, Savia will advance funds to Bionova
Holding as requested to finance Bionova Holding's
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technology business. These advances will be applied to the purchase by Savia
(i.e., exchanged for) of additional common shares when the sale of the fresh
produce business is closed and thereafter through December 31, 2001. The
purchase price to be paid by Savia for the additional shares under this Cash
Support Agreement will be $2.50 per share prior to the expiration of the
rights offering, and then will be the higher of $2.50 per share or the average
market price of Bionova Holding common stock. Bionova Holding currently has
budgeted cash requirements for the calendar year 2001 in a range of 7 to 8
million dollars. The Cash Support Agreement also acknowledges that if
additional funds are required by Bionova Holding's fresh produce business
prior to completion of the sale, Savia will be responsible for providing or
arranging the financing.
The negotiations that culminated in these two agreements were carried out
between Savia and Bionova Holding's Special Committee of Independent
Directors, and the agreements were subsequently approved by the Board of
Directors of Bionova Holding. The pending sale of the fresh produce business
remains subject to various conditions, including the approval of stockholders
of Bionova Holding. Stockholders will also be asked to authorize additional
shares of common stock to permit conversion of the preferred stock issued to
Savia into Bionova Holding common stock.
Bionova Holding plans to mail a proxy statement concerning the sale of the
fresh produce business and other matters to its stockholders, and to file the
document with the United States Securities and Exchange Commission ("SEC").
INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY
STATEMENT CAREFULLY WHEN IT IS AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION. Investors and stockholders will be able to obtain free copies of
the proxy statement at the SEC's website, www.sec.gov. The proxy statement
will contain information about Bionova Holding, Savia, the persons soliciting
proxies relating to the sale, their interests in the sale and related matters.
The Company and its directors may be deemed under the SEC's rules to be
"participants in the solicitation" of proxies from the Company's stockholders
to approve the sale. Information regarding Bionova Holding's directors
(including, without limitation, their security holdings in Bionova Holding and
their relationship, if any, with Savia) is included in Bionova Holding's
Amendment No. 1 to Annual Report on Form 10-K, filed with the SEC on May 1,
2000.
Bionova Holding also intends to file a registration statement relating to the
rights offering with the SEC, and is continuing to target an effective date of
the registration statement in the second quarter of 2001.
Art Finnel, Chief Financial Officer of Bionova Holding, stated that when the
sale of the fresh produce business is completed, Bionova Holding will have
eliminated all of the debt currently on its balance sheet.
Bionova Holding also announced that on December 22, 2000 the United States
District Court for the Northern District of California granted summary
judgment in favor of the Company, DNA Plant Technology Corporation, and their
directors in a class action case brought by Gordon K. Aaron and Fay H. Aaron,
former preferred shareholders of DNA Plant Technology, in January 1997. This
was the last remaining lawsuit stemming from the merger between DNA Plant
Technology Corporation and Bionova Holding's fresh produce subsidiaries in
September 1996 to be decided at a district court level. All of the cases have
now been decided in the Company's favor in the federal or California state
district courts. Appeals are currently pending in two of these cases.
Bionova Holding Corporation is a leading biotechnology company providing
unique capabilities focused on crop protection traits, pesticide discovery,
nutraceutical and biotechnology-derived foods through high-efficiency gene
profiling, bioinformatics and expertise in plant biology. Bionova Holding and
its subsidiaries have strategic alliances and licensing agreements with some
of the world's leading agricultural companies, with affiliates, including
Seminis Vegetable Seeds, Inc., with value-added producers and marketers, and
with biotechnology research groups. Bionova Holding Corporation is majority
owned by Mexico's SAVIA, S.A. de C.V. (NYSE: VAI), whose subsidiaries include
the world's largest vegetable seed company.
ALL STATEMENTS IN THIS PRESS RELEASE OTHER THAN STATEMENTS OF HISTORICAL FACTS
ARE "FORWARD-LOOKING" STATEMENTS, INCLUDING WITHOUT LIMITATION STATEMENTS
REGARDING THE COMPANY'S FINANCIAL POSITION, BUSINESS
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STRATEGY, PLANS AND OBJECTIVES OF MANAGEMENT, AND INDUSTRY CONDITIONS.
ALTHOUGH THE COMPANY BELIEVES THAT THE EXPECTATIONS REFLECTED IN SUCH
FORWARD-LOOKING STATEMENTS ARE REASONABLE, IT CAN GIVE NO ASSURANCE THAT SUCH
EXPECTATIONS WILL PROVE TO BE CORRECT. THE FOLLOWING FACTORS, AMONG OTHERS,
MAY AFFECT THE COMPANY'S ACTUAL RESULTS AND COULD CAUSE SUCH RESULTS TO DIFFER
MATERIALLY FROM THOSE EXPRESSED IN ANY FORWARD-LOOKING STATEMENTS MADE BY OR
ON BEHALF OF THE COMPANY: COMPETITIVE FACTORS, PROPRIETARY PROTECTION OF AND
ADVANCES IN TECHNOLOGY, DEVELOPMENT OF AND COMMERCIAL SUCCESS OF NEW TECHNOLOGY
PRODUCTS AND SERVICES, PUBLIC ACCEPTANCE OF GENETICALLY-ENGINEERED PRODUCTS,
POSSIBLE NEED FOR ADDITIONAL FINANCING, THE ABILITY OF THE COMPANY TO
SUCCESSFULLY IMPLEMENT ITS BUSINESS PLAN, INCLUDING ACQUISITION OF NEW
TECHNOLOGIES, AND AGRIBUSINESS RISKS. FURTHER INFORMATION ON THE FACTORS THAT
COULD AFFECT THE COMPANY'S FINANCIAL RESULTS IS CONTAINED IN THE COMPANY'S
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1999 WHICH HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION.
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