Asset Sale & IP Mosaic Fertilizer
Asset Sale & IP Licence Agreement
Sydney, Australia – Tubi Limited (ASX:2BE) (Tubi or Company) is pleased to advise that it has entered an Asset Purchase Agreement with Mosaic Fertilizer, LLC (Mosaic), Hopetoun Corporation Pty Ltd (Hopetoun) and Tubi USA, Inc, a wholly-owned subsidiary of the Company, dated 24 March 2022 (ASA) to sell, transfer and assign the rights to two Mobile Plants, numbers 5002 and 5003, together with lab, Reeling & Stringing and other assets located in Bartow, Florida USA to Mosaic for US$10M (Mobile Plants). Mobile Plant 5003 is owned by Hopetoun. Mobile Plant 5002 together with the other assets are owned by the Company or its wholly-owned subsidiary.
Tubi has also entered into a Deed of Licence of Intellectual Property with Mosaic dated 24 March 2022, granting Mosaic royalty-free rights to some of Tubi’s intellectual property related to the Mobile Plants, equipment and other related assets acquired by Mosaic under the ASA. The intellectual property licence granted to Hopetoun with respect to Mobile Plant number 5003 has been terminated.
PKF Corporate Finance (NSW) Pty Ltd (PKFCF), the Company’s corporate adviser engaged to assist with the potential divestment of assets, ran a comprehensive sale process contacting over 90 individual parties and advertising Company assets for sale. They received a number of offers however the offer received from Mosaic for Mobile Plants 5002 and 5003 and associated equipment was superior to any other offer received. PKFCF recommended that the Company proceed with the sale and enter into the ASA and Deed of Licence of Intellectual Property with Mosaic.
Funds received from the sale of Plant 5002 and the other associated assets will be used to pay back the Oxleigh Pty Ltd Facility Agreement, repay amounts due to creditors and for working capital.
Key Terms of the Agreement
The total amount to be paid by Mosaic for all assets sold and for the grant of the intellectual property license is US$10million (approximately A$13.5 million at today’s rate of 0.74). Hopetoun will receive approximately A$5.3 million with the remainder of approximately $8.2m, being payable to the Tubi group of companies. All sellers have agreed to a proportion of the purchase price being held by Mosaic for a period of 12 months to cover any warranty or indemnity claims by Mosaic. Tubi considers this hold back arrangement to be on standard commercial terms.
The remainder of the ASA is on standard commercial terms and includes warranties and representations from the sellers about the Mobile Plants in favour of Mosaic and a limited restraint on competition with Mosaic.
The execution and completion of the sale occurred at the same time.
Mosaic Fertilizer, LLC
Mosaic is a wholly owned subsidiary of The Mosaic Company (NYSE:MOS). The Mosaic Company is one of the world’s leading producers and marketers of concentrated phosphate and potash crop nutrients. Mosaic is a single-source provider of phosphate and potash fertilizers and feed ingredients for the global agriculture industry. More information on the company is available at mosaicco.com.
This announcement has been authorised for release to the ASX by the Board of Tubi Limited.