6-K
Bioceres Crop Solutions Corp. (BIOX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rules 13a-16 or 15d-16 under
the Securities Exchange Act of 1934
For the month of September 2022
Commission File Number: 001-38836
BIOCERES CROPSOLUTIONS CORP.
(Translation of registrant’s name into English)
Ocampo 210 bis, Predio CCT, Rosario
Province of Santa Fe, Argentina
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
BIOCERES CROP SOLUTIONS HAS ENTERED INTO ALONG-TERM AGREEMENT WITH SYNGENTA FOR THE DEVELOPMENT AND COMMERCIALIZATION OF BIOLOGICAL SEEDCARE SOLUTIONS
Bioceres Crop Solutions Corp. (NASDAQ: BIOX) (“Bioceres”) has entered into a 10-year agreement with Syngenta Seedcare (“Syngenta”), under which Syngenta will become the exclusive global distributor of Bioceres’ biological solutions for seed care applications. The agreement covers nitrogen-fixing Rhizobia seed treatment solutions, and other biological seed treatment solutions currently in the portfolio or pipeline of Rizobacter. The products in the agreement will be sold under the trademarks owned by Bioceres or its Affiliates. Third party or private labels will be discussed on a case-by-case basis.
ProFarm Group’s (formerly Marrone Bio Innovations) biological solutions are not included in scope of the current agreement. Bioceres retains global rights for use on HB4® crops and, in the United States, Syngenta rights will be non-exclusive with respect to certain customers.
The exclusive commercial collaboration is global, except for Argentina where both parties will continue to work under the existing framework. Implementation will be staggered, commencing in 2023, and subject to regulatory clearances.
The agreement establishes a joint R&D program to accelerate the development and registration of Bioceres’ Pipeline Products and new solutions for seed treatment, foliar and other applications, globally. Funding for R&D platform will be shared, with Syngenta funding at 70% for selected Products.
In consideration of the rights granted to Syngenta under the distribution agreement and the R&D collaboration, Syngenta will make an upfront payment of $50 million to Bioceres. For the duration of the agreement, Bioceres will receive 50% to 30% of the profits generated by sales conducted by Syngenta, depending on the geography and the year. The agreement sets global minimum targets for profits to be received by Bioceres, in order for Syngenta to retain its exclusive rights. Syngenta will cover all operating expenses incurred in connection with the marketing and sale in exclusive territory. Bioceres’ subsidiary Rizobacter will act as the exclusive supplier to Syngenta for products under the agreement.
Forward-looking statements
This communication includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “forecast,” “intend,” “seek,” “target,” “anticipate,” “believe,” “expect,” “estimate,” “plan,” “outlook,” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements are based on management’s reasonable current assumptions, expectations, plans and forecasts regarding the Company’s current or future results and future business and economic conditions more generally. Such forward-looking statements involve risks, uncertainties and other factors, which may cause the actual results, levels of activity, performance or achievement of the Company to be materially different from any future results expressed or implied by such forward-looking statements, and there can be no assurance that actual results will not differ materially from management’s expectations or could affect the Company’s ability to achieve its strategic goals, including the uncertainties relating to the impact of COVID-19 on the Company’s business, operations, liquidity and financial results and the other factors that are described in the sections entitled “Risk Factors” in the Company's Securities and Exchange Commission filings updated from time to time. The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. Therefore, you should not rely on any of these forward-looking statements as predictions of future events. All forward-looking statements contained in this release are qualified in their entirety by this cautionary statement. Forward-looking statements speak only as of the date they are or were made, and the Company does not intend to update or otherwise revise the forward-looking statements to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events, except as required by law.
Exhibit List
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release, Bioceres Crop Solutions Corp. announces strategic collaboration with Syngenta |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BIOCERES CROP SOLUTIONS CORP. | |||
|---|---|---|---|
| (Registrant) | |||
| Dated: September 16, 2022 | By: | By: | /s/ Federico Trucco |
| Name: | Federico Trucco | ||
| Title: | Chief Executive Officer |
Exhibit 99.1
| Media Release | Syngenta AG | Bioceres Crop Solutions |
|---|---|---|
| Rosentalstrasse 67 | Ocampo 210 bis, Predio CCT | |
| 4002 Basel, Switzerland | Rosario 2000, Argentina | |
| www.syngenta.com | www.biocerescrops.com |
SyngentaSeedcare and Bioceres Crop Solutions collaborate to bring innovative biological seed treatments to market
| • | Syngenta<br> Seedcare to become the exclusive commercialization distributor of Bioceres’s biological<br> seed treatment solutions globally |
|---|---|
| • | Long-term<br> R&D collaboration to accelerate global registration of existing products and joint development<br> of new biological solutions |
| --- | --- |
| • | Agreement<br> brings together the world’s leading seed treatment business with a leader in biological<br> crop productivity solutions |
| --- | --- |
Basel,Switzerland / Rosario, Argentina, September 16, 2022 – Customers seeking cutting-edge biological seed treatment solutions will benefit from a global commercial and R&D collaboration announced today between Syngenta Crop Protection’s Seedcare business and Bioceres Crop Solutions (NASDAQ: BIOX), a leader in biological crop productivity solutions.
Bioceres is a key provider of biological inoculants, including rhizobia bacteria, which improve crop nutrition and support plant growth. This seed-applied solution helps crops, such as soybean, capture nitrogen from the atmosphere and significantly reduces the need for nitrogen fertilizers – supporting regenerative agriculture. Biological seed treatment products such as inoculants, biocontrols and biostimulants are based on microorganisms, their metabolites, plant extracts and other naturally occurring materials. The global biologicals seeds treatment market is projected to grow from $0.6bn in 2020 to $1.6bn by 2030.
The collaboration between Bioceres and Syngenta builds on a successful commercial partnership of more than 20 years in Argentina. Under the agreement*, Syngenta Seedcare will become the exclusive global commercialization distributor for Bioceres’ biological seed treatment solutions, except in Argentina where they will continue to collaborate under the existing framework. Under the long-term R&D collaboration, the companies will jointly undertake the development of new products while accelerating the registration of products already in the pipeline.
Jonathan Brown, Global Head of Syngenta Seedcare said, “The agreement with Bioceres furthers our strategy to provide growers with more complementary choices to manage pest resistance and improve crop health. We draw strengths from our longstanding relationship with Bioceres and are fully committed to providing growers with more sustainable innovations to further improve seed health.”
“This announcement shows the value of our commercial offerings and R&D capabilities, and greatly expands and accelerates our ability to reach more growers through the global reach of Syngenta Seedcare,” said Chief Executive Officer of Bioceres Federico Trucco. “Biological products play an important role in offering growers new solutions to increase crop yields while reducing agriculture’s environmental footprint. We believe this collaboration with Syngenta will allow us both to advance those goals more rapidly in a time of significant global need for new solutions.”
Syngenta Seedcare and Bioceres will expand their cooperation in key markets such as Brazil and China, as well as in other regions around the world. Implementation of the agreement will be subject to regulatory clearances.
*Biocereswill retain global rights to use its biologicals solutions on HB4® crops, which have been modified to better withstand drought events.The portfolio of Marrone Bio Innovations, recently acquired by Bioceres and commercialized by ProFarm Group, one of Bioceres’ mainsubsidiaries is also outside the scope of the current agreement.
| About Syngenta<br><br> <br><br><br> <br>Syngenta<br> is one of the world’s leading agriculture companies, comprised of Syngenta Crop Protection<br> and Syngenta Seeds. Our ambition is to help safely feed the world while taking care of the<br> planet. We aim to improve the sustainability, quality and safety of agriculture with world<br> class science and innovative crop solutions. Our technologies enable millions of farmers<br> around the world to make better use of limited agricultural resources. Syngenta Crop Protection<br> and Syngenta Seeds are part of Syngenta Group. In more than 100 countries we are working<br> to transform how crops are grown. Through partnerships, collaboration and The Good Growth<br> Plan we are committed to accelerating innovation for farmers and nature, striving for regenerative<br> agriculture, helping people stay safe and healthy and partnering for impact. To learn more<br> visit www.syngenta.com and www.goodgrowthplan.com. Follow us on Twitter at<br> www.twitter.com/Syngenta, www.twitter.com/SyngentaUS and on LinkedIn at www.linkedin.com/company/syngenta |
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| About Bioceres Crop Solutions Corp.<br><br> <br><br><br> <br>Bioceres<br> Crop Solutions Corp. (NASDAQ: BIOX) is a fully integrated provider of crop productivity technologies<br> designed to enable the transition of agriculture towards carbon neutrality. To do this, Bioceres’<br> solutions create economic incentives for farmers and other stakeholders to adopt environmentally<br> friendlier production practices. The Company has a unique biotech platform with high-impact,<br> patented technologies for seeds and microbial ag-inputs, as well as next generation crop<br> nutrition and protection solutions. Through its HB4 program, the Company is bringing digital<br> solutions to support growers’ decisions and provide end-to-end traceability for production<br> outputs. For more information, visit here. |
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ContactInformation
SyngentaCrop Protection
Michelle Ng
Head, External Communications
michelle.ng@syngenta.com
BioceresCrop Solutions
Paula Savanti
Investor Relations
investorrelations@biocerescrops.com
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CautionaryStatement Regarding Forward-Looking Statements
This document may contain forward-looking statements, which can be identified by terminology such as ‘expect’, ‘would’, ‘will’, ‘potential’, ‘plans’, ‘prospects’, ‘estimated’, ‘aiming’, ‘on track’ and similar expressions. Such statements may be subject to risks and uncertainties that could cause the actual results to differ materially from these statements. For Syngenta, such risks and uncertainties include risks relating to legal proceedings, regulatory approvals, new product development, increasing competition, customer credit risk, general economic and market conditions, compliance and remediation, intellectual property rights, implementation of organizational changes, impairment of intangible assets, consumer perceptions of genetically modified crops and organisms or crop protection chemicals, climatic variations, fluctuations in exchange rates and/or commodity prices, single source supply arrangements, political uncertainty, natural disasters, and breaches of data security or other disruptions of information technology. Syngenta assumes no obligation to update forward-looking statements to reflect actual results, changed assumptions or other factors.
©2022 Syngenta. Rosentalstrasse 67, 4058 Basel, Switzerland.
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