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GOWAN REACHES AGREEMENT TO PURCHASE PIEMME, WHICH HAS CONTROL OVER ISAGRO
Source: Gowan news release

Yuma, AZ - Gowan Company is pleased to announce that it has entered into a binding agreement to purchase all shares of Piemme S.r.l from Giorgio Basile and the other shareholders. Piemme S.r.l is the controlling shareholder of Isagro S.p.A., and the transaction announced today is the first step in the purchase by Gowan Company of all shares of Isagro S.p.A.

Isagro is the owner of important active ingredients, including copper hydroxide/oxychloride, tetraconazole and kiralaxyl globally, and is well known for its research and development efforts in the crop protection and biopesticide industries.

Gowan, headquartered in Yuma, Arizona, operates globally in the agricultural solutions business and is specialized in developing, marketing, and processing agricultural inputs such as crop protection products, seeds, and fertilizers.

Juli Jessen, Chief Executive Officer of Gowan Group, said: "As a partner since 2013, Isagro has repeatedly impressed us. We look forward to expanding commercial opportunities, especially integrating the manufacturing and science depth at Isagro Group's facilities. These additional competencies are instrumental in positioning Gowan as global agricultural practices evolve".

Giorgio Basile, Chairman of Isagro, said: "The Transaction with Gowan will allow to value at their best the tangible and intangible assets developed by Isagro since its origins. The complementarity between Gowan and Isagro ensures the continuity of Isagro's mission in the agro-pharmaceutical sector. Gowan is a historic partner of our Group and I am sure it represents a great chance also for the several and qualified human resources within our Group".

At the closing of its purchase of Piemme, Gowan will launch a mandatory tender offer (MTO), to purchase all outstanding shares of Isagro.

The purchase of Piemme by Gowan will close after the following caveats have been met: the obtaining of the clearance by the competent regulatory authorities according to antitrust law and golden power regulation, if required; and the termination of any outstanding relationships between Isagro and its subsidiaries, on one hand, and any entity located in countries or regions (including Cuba) where any U.S. person cannot conduct business according to any applicable law on the other hand.

Subject to the conditions mentioned above, it is believed that the closing will occur within the first semester of 2021, and the MTO will be completed within the third quarter of 2021.


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