HIAWATHA, Kan., and FREMONT, Calif. — AgJunction Inc. announced that it has completed the merger with Novariant Inc. previously announced on March 16, 2015. With the completion of the merger, AgJunction gains a preeminent position in automated steering and machine control technologies, differentiated by its broad intellectual property portfolio, which includes more than 140 patents, and its ability to deliver application-specific solutions to precision agriculture customers worldwide. As global machine manufacturers increasingly target the integration of autosteer technologies at the factory level, the merged entity can provide increased support and a wider offering of advanced machine automation to current and future OEM and VAR customers. AgJunction's vision is to be the world's leading OEM and VAR supplier for automated steering and machine control technology for Precision Agriculture.
Specifically, the merger positions AgJunction to achieve its objectives through leveraging:
- A wider complementary product portfolio
- One of the precision agriculture industry's most comprehensive intellectual property portfolios providing increased IP protection for VARs and OEM partners
- A larger global presence with more resources
- A broader OEM and VAR partner list
- Increased R&D capability
Headquarters and Management
The combined company has 182 employees worldwide (AgJunction 130, Novariant 52) with executive offices in Fremont, Calif., and headquarters and corporate offices remaining in Hiawatha, Kan. A global presence is maintained with research & development facilities in Scottsdale, Ariz., Brisbane, Australia, Fremont, Calif., and Hiawatha, Kan., with worldwide sales and support presence in Canada, U.S., Europe, South America and China.
Dave Vaughn, CEO of Novariant, will be appointed CEO of the combined company and former AgJunction CEO, Rick Heiniger, will be named senior project advisor to the CEO. Jonathan Ladd will be appointed chairman of the board and senior strategic advisor to the CEO and Michael Lang, the current chairman of the board, will be appointed vice chairman. Mike Manning will continue to serve as interim senior vice president and CFO.
"The merger between AgJunction and Novariant is a transformative step in our shared long-term vision to deliver best-of-breed guidance, autosteering and machine control hardware and software solutions for manufacturers and value added resellers throughout the worldwide Agriculture markets," said Dave Vaughn, incoming CEO of AgJunction. "By combining two premier providers of advanced steering solutions for precision agriculture, we can better capitalize on the growing opportunities created by the accelerating demand for configurable precision control products and services. Combined, we are ideally positioned to serve our customers more effectively and committed to building on our market-leading solutions portfolio, creating the most compelling and comprehensive offering for both current and new customers seeking global steering control solutions and services."
For the first six months of 2015 the combined revenue for the two companies was $32 million with operating income of $1 million. At June 30, 2015 the combined entity had zero debt, $17 million cash and cash equivalents, and working capital of $33 million. Following the completion of the Merger AgJunction has 121,796,395 shares outstanding and 123,657,497 shares fully diluted. Directors, officers, and other insiders hold approximately 31% of the outstanding AgJunction shares. For more information including unaudited pro forma consolidated financial statements as at June 30, 2015 please refer to AgJunction's Management Information Circular filed on www.SEDAR.com on Sept. 3, 2015.
