Farmland Partners To Buy American Farmland In Stock-for-stock Deal

(RTTNews) - Farmland Partners Inc. (FPI) has agreed to acquire all of the outstanding common stock of American Farmland Company (AFCO) in a stock-for-stock transaction.

Paul A. Pittman, FPI's Chief Executive Officer and Chairman of FPI's Board of Directors, will serve as Chief Executive Officer and Chairman of the Board of Directors of the combined company. Luca Fabbri will remain CFO of the combined company.

Additionally, Robert L. Cowan is expected to join FPI as President upon completion of the transaction. Upon consummation of the transaction, the number of directors comprising FPI's Board of Directors will be increased from six to eight, of which two directors from AFCO, its Chairman and its CEO, have been designated by AFCO from its existing Board of Directors and will be elected to the FPI Board.

Under the terms of the Agreement, each share of AFCO common stock and each AFCO operating partnership unit will be converted into the right to receive 0.7417 shares (or units) of newly issued FPI common stock (or units). On a pro-forma fully diluted basis, following the merger, former FPI equity holders will hold approximately 65% of the combined company's equity, and former AFCO equity holders will hold approximately 35%. The stock-for-stock merger is intended to qualify as a tax-free reorganization. The transaction is subject to customary closing conditions, including receipt of the requisite approval of both FPI and AFCO stockholders.

Both company's boards of directors have approved the transaction and recommend the transaction for approval by their respective stockholders. The parties currently expect the transaction to close in the later part of this year or early during the first quarter of 2017.

The transaction is expected to be approximately 10% accretive to FPI's AFFO per share in 2017 growing to 20% accretive as synergies are fully realized.