RotoGro to acquire global ownership of IP and manufacturing for perishables

RotoGro World Wide, a wholly-owned subsidiary of RotoGro International, has signed a share purchase agreement to acquire Roto-Gro Inc, which owns Roto-Gro IP.

RotoGro IP holds all intellectual property, including patents and patents pending, in the stackable rotary hydroponic garden space and proprietary iGrow growing management software.

It also holds Roto-Gro Technologies, which owns the stock, plant and equipment to manufacture the Roto-Gro systems.

RotoGro acquired the exclusive lawful cannabis rights from Roto-Gro Technologies prior to RotoGro’s IPO in 2017.

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The purchase of Roto-Gro Inc will give RotoGro ownership and control of exclusive rights to all orders and growing ownership opportunities in perishable foods, pharmaceuticals, nutraceuticals and all other growing purposes, and is in addition to the lawful cannabis rights.

RotoGro managing director Michael Carli said the acquisition of Roto-Gro Inc was a critical step to securing control and exclusivity of intellectual property and proprietary technology for all agricultural growing applications globally.

“We are currently in discussions with perishable food growers and partners across Australasia, South-East Asia and Middle East with regards to growing partnerships and offtake agreements,” he said.

“The acquisition of Roto-Gro Inc will also allow us to undertake cost reduction reviews of manufacturing and supply chain agreements to ensure lower production costs and maximum returns for shareholders,” said Carli.

Subject to shareholder approval, the company agrees to an upfront acquisition consideration of $10m fully paid ordinary shares in the share capital of RotoGro and, subject to adjustment, up to twenty million performance shares which convert to ordinary shares in two equal tranches of ten million shares on the achievement of $5m in revenue and $10m in revenue generated by the RotoGro Group.

The target group is purchased on a “nil asset/nil liability basis” and the number of performance shares to be issued may be reduced depending upon whether at completion the target group has net liabilities.