Origin Agritech Limited (SEED) to Sell Commercial Seed Production, Distribution Unit in $60M Deal

September 27, 2016 4:06 PM EDT
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Origin Agritech Limited (NASDAQ: SEED) announced the company has entered into a definitive agreement to sell its proprietary China-based commercial corn seed production and distribution business for RMB 400 million (approximately USD $60 million) to Beijing Shihui Agricultural Development Co, Ltd ("Beijing Shihui").

This is the next phase in management's plan to establish Origin as a global seed germplasm and biotech trait leader. Origin will retain its corn breeding and biotech research and development capabilities, which include modern laboratories, extensive field testing networks and off-season winter nursery in Hainan, to expand and pursue germplasm and trait licensing opportunities. Through Xinjiang Originbo, Origin also will maintain its "Green Pass" status, allowing it the competitive advantage of introducing new hybrid varieties to the Chinese market through an expedited government approval process.

This transaction is subject to customary closing conditions and shareholder approval. It is expected to close in the first quarter of 2017.

Following a strategic review by the special committee of the board of directors, it was determined that the sale of Origin's proprietary commercial seed business would strengthen its balance sheet and enable it to focus on biotechnology trait and seed germplasm research and development.

"The sale and repositioning of Origin's commercial seed business represents a significant step in evolving the company's strategic direction and positions Origin for a stronger future," said Bill Niebur, Origin CEO. "This transition will allow us to emphasize biotechnology and strategic partnerships both within China and around the globe. We believe the sale of these assets to Beijing Shihui realizes the value of our commercial seed business. We will utilize the proceeds to accelerate the licensing of our biotech traits and seed germplasm to other seed companies in China. We will also develop our non-genetically modified corn and soybean business in the United States, making what we believe will be a stronger and more attractive business in the years to come."

Under the terms of this deal, the acquirer of the China-based commercial seed business will enter into separate license agreements to pay Origin a royalty stream for the present and future product portfolio and a technology access fee for the research and development effort that Origin provides going forward in the areas of product discovery and development, hybrid registration, trait integration and intellectual property protection.

The transaction includes all or substantial equity interests in Linze Origin Seed Limited, Changchun Origin Seed Technology Development Limited and DenongZhengcheng Seed Limited, the Linze branch and Zhengzhou branch of Beijing Origin Seed Limited, and certain real estate owned by Beijing Origin Seed Limited.

"Through this transaction and the development of our North American non-GM business, we believe that we are setting the stage for compelling growth opportunities," Niebur said. "We have a very exciting future ahead of us and look forward to providing our investors with additional updates on our business in the upcoming weeks and months."

Duff and Phelps served as the special committee's financial advisor and Davis Polk & Wardwell LLP as legal advisor in connection with this transaction.

Beijing Shihui is an internet agricultural enterprise that provides agricultural products and technology services to farmers, suppliers and agriculture-related enterprises in China.

Conference Call

The Company will host a teleconference on Wednesday, September 28, 2016, at 8:30 a.m. ET / 8:30 p.m. Beijing time to discuss this transaction and answer questions from investors. To participate in the call, please dial the following numbers approximately five minutes prior to the scheduled start time.

US Toll Free:


International Toll:


Mainland China Toll Free:


Hong Kong Toll Free:


A webcast will also be available in the 'Events' tab of the Company's investor relations website at http://www.originseed.com.cn/en/.

A replay of the call will be available shortly after the conference call through October 5, 2016. The dial-in numbers for the replay are:

US Toll Free:


International Toll:


Replay Access Code:


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