Nature’s Miracle, Agrify call off $6.4M merger deal

Nature’s Miracle Holding Inc. (NASDAQ: NMHI) and Agrify Corporation (Nasdaq: AGFY) have mutually agreed to terminate their previously announced merger plan, the companies said Monday, citing unfriendly market conditions.

The all-stock deal would have seen Ontario, Calif.-based Nature’s Miracle acquire its smaller rival Agrify at an equity valuation of roughly $6.4 million. The terminations won’t result in any fees for either party.

In a statement, Nature’s Miracle Chairman and CEO James Li said the decision to scrap the merger was made in the best interest of shareholders and the “long-term value” of the business given the “current unfavorable market environment.” The companies have executed termination agreements with respect to the merger deal and purchase of outstanding debt, with no cancellation fees for either party.

“At Nature’s Miracle, we will continue to focus on our core indoor growing products including grow light, dehumidifier and container growing systems where we are seeing strong momentum,” Li said.

The called-off deal comes just a week after the companies had nailed down plans to join forces, hoping to unite their complementary controlled-environment agriculture offerings. Nature’s Miracle sells products including horticultural lighting and irrigation systems, while Agrify makes vertical farming units and extraction equipment for the cannabis industry.

For struggling Agrify, which ended 2023 with an accumulated deficit of around $265.8 million, the combination had appeared to offer a potential lifeline. The now-scuttled merger agreement would have seen Agrify shareholders own about 30% of the combined company.

Li said management appreciated the cooperation from Agrify’s team in reaching the mutual decision to terminate the planned tie-up.

“Agrify continues to see strong momentum and pipeline growth quarter over quarter in both cultivation and extraction business divisions,” Agrify CEO Raymond Chang said in a separate statement. “We believe that it is in Agrify’s best interest to stay the course and continue to execute. Agrify’s management team and board are committed to continuing to explore all strategic options in order to create the highest shareholder value.”