Welcome to today's Bioceres Crop Solutions and Marrone Merger Agreement announcement. My name is Elliot, and I'll be coordinating your call today. If you would like to register a question during the presentation, you may do so by pressing star followed by one on your telephone keypad. I would now like to hand over to our host, Rodrigo Krause. Please go ahead when you're ready. Good day, everyone, and thank you for joining us on our call to discuss the Bioceres Crop Solutions and Marrone Bio Innovations merger presentation call. Presenting the call today will be Federico Trucco, Bioceres Crop Solutions Chief Executive Officer, and Enrique López Lecube, Bioceres Crop Solutions Chief Financial Officer, and Kevin Helash, Marrone Bio Innovations Chief Executive Officer. All of whom will be available for the Q&A session. Before we proceed, I would like to make the following safe harbor statement. Today's call will contain forward-looking statements, and I refer you to the forward-looking statements section of today's press release and presentation, as well as in our recent filings with the SEC. We assume no obligation to update or revise any forward-looking statements to reflect new or changed events or circumstances. Finally, this conference call is being webcast. The webcast link is available at both the biocerescrops.com investor relations site and at the Marrone Bio Innovations' website. At this time, I would like to turn the call over to Bioceres CEO, Federico Trucco. Thank you, Rodrigo, and good morning, everyone, and thank you for joining us today. Today, we are thrilled to announce the coming together of two companies that combined can bring a new champion to one of the most attractive and fast-growing sectors of the agricultural industry. If you switch to slide three in our presentation, you will see a combined entity that can overcome the fragmentation in the biological space, achieving the scale and the segment specialization required to become a decisive player in the transition from chemical ag inputs to bio-based solutions. Both companies have been rapidly growing over the last several years with a combined $300 million in revenues, according to individually reported most recent LTM numbers. Our product registrations and pipelines complement to cover every category of the biological space, from Bioceres' inoculants and bio nutrition solutions under the Rizobacter brands to MBI's biocontrol products, including bio-herbicidal candidates already in the regulatory process, which are not only very exciting but also difficult to obtain. MBI's commercial footprint in the United States and Europe will strongly complement our existing efforts in these geographies, while Rizobacter's leadership in Latin America will provide an excellent gateway for MBI's portfolio in these important row crop markets. This merger is expected to generate meaningful synergies at the cost and revenue levels. At the cost front, having a single listed entity instead of two will explain most of the immediate cost reductions. At the revenue front, leveraging on each other's commercial relationships and developing compelling combinatorial hybrid solutions with components from each side explain the majority of our initial synergies expectation. To be able to fully materialize the growth opportunity of this combined entity, we have secured additional long-term financing that would put our pro forma cash position around $100 million while turning out and capitalizing part of our existing debt, thus keeping a healthy balance sheet. I now remember socializing the idea of joining forces at dinner with MBI's founder, Pam Marrone, when we were both attending an industry conference in Florida in the pre-COVID days. It's been a long journey, and a lot of effort has been put to achieve this transaction from teams and investors at each end. We are convinced this merger will deliver meaningful value to our customers, shareholders and employees alike. I will now ask Enrique to summarize the key aspects of the deal, and I will then jointly discuss the strategic aspects of the transaction with my colleague, Kevin Helash, MBI's CEO. Enrique. Thank you, Federico, and good day to everyone. Thanks for joining us today to discuss what we believe is the most exciting inorganic opportunity Bioceres has come across since the acquisition of Rizobacter in 2016. When it comes to M&A, we are strong believers that patience is a virtue that pays off. Today we are presenting an opportunity that, as Federico mentioned, has been a couple of years in the making. To the details. The transaction consists of a triangular reverse merger to which MBI shareholders will receive 0.088 shares of Bioceres for every common share of MBI. So after consummating the transaction, the shareholders of MBI that today own 182 million shares outstanding will own approximately 16 million shares in Bioceres. Together with this transaction, we are announcing today that holders of a $49.1 million convertible note in Bioceres have committed to convert 75% of the instrument into common stock of Bioceres. This capitalization, together with the execution of the merger with MBI, would imply that no shareholders in Bioceres owns more than roughly 1/3 of the company. We are thrilled about the prospect of having MBI shareholders join Bioceres's cap table. The transaction is expected to close in the third quarter of 2022, subject to the approval of MBI stockholders, regulatory clearances, and other closing conditions. It is important to mention that on top of MBI's board of directors unanimous approval, shareholders representing close to 49% of the shares outstanding in MBI have entered into customary transaction support agreements. MBI's board of directors approval, as well as endorsement from major shareholders, makes us feel confident about the value that this merger can create. With that, I will turn it back to Federico for him and Kevin to provide an overview of each company. Thanks, Enrique, and let's please turn to the next slide. This is slide number five. For those of you who are new to Bioceres, we are a Latin American-based provider of crop productivity solutions designed to enable the transition of agriculture towards carbon neutrality. We have initiated our journey as a seed style technology company, achieving the only drought-tolerant technology today available for wheat and soy, a technology known as HB4. Like we are doing today, back in 2016, we have integrated a biologicals company called Rizobacter, a global leader in soybean inoculants and other seed care biologicals, as well as high-tech crop nutrition solutions. We have a team of over 400 collaborators operating in different countries. Kevin, would you like to introduce Marrone? Yes, thank you, Federico, and good morning, everyone. It's my pleasure to be here today. Consumer and grower demand is accelerating for agricultural products that help produce safe, affordable food in a sustainable manner. MBI has been a pioneer in the development of biological solutions in this sector for more than 15 years. As a leader in this market segment, we are uniquely positioned in the right space at the right time and ideally suited to accelerate our growth through this merger with Bioceres. Our historical strength has been in bio-based products that protect crops against fungus, insects, and nematodes, and originally targeted for the specialty crops market. I'm pleased to state that in the last five years, we have aggressively expanded into seed and soil applied treatments for major row crops around the world. This mix shift is central to our growth strategy and a key element in our interest in merging with Bioceres to strengthen our portfolio in this market. The backbone of our success has been proprietary technology for isolating and screening our 18,000 naturally occurring microorganisms and 350 plant extracts. We have mined our portfolio to create seven families of 18 commercial brands and counting. Our current R&D pipeline has 20 solid commercial candidates with potential incremental revenues of more than $180 million by 2023. Now back to you, Federico. Thank you, Kevin, and thanks for that great overview. Please, turn to the next slide, which I believe is slide number six. One question that you may ask yourself is why are we doing this now? This is by no means a cheap acquisition for Bioceres. We're convinced this is probably our last chance to integrate a commercially validated and highly complementary portfolio like MBI's. Replicating MBI's position in the biological space would take us many years and cost us much more. We are doing this while MBI is reaching a long-awaited inflection point, streamlining production processes, expanding margins, and approaching financial independence. It's about the science, it's about the team, it's about the passion for the space, it's about the level of risk that has been mitigated and the formidable size of the opportunity ahead. Let's now double-click on the opportunity we're trying to seize by moving to the next slide. As Kevin noted, the biological space has faced strong demand pull from growers, regulators, and customers looking for natural, safer, and more sustainable food inputs. We see this in every subsegment of the ag industry, or ag input industry, with growth rates in some instances at five times those of conventional chemicals. Despite the accelerated growth rates, biologicals still represent a small portion of the overall industry opportunity. This is a science-enabled emerging field with numerous early-stage participants. We are today combining two of the most advanced layers in this field to achieve scale and provide solutions in all segment categories. Kevin? Yes, thanks, Federico. The biological sector today is highly fragmented and extremely competitive, with numerous companies providing products and services ranging from larger diversified players to startups and early-stage companies focused on single products. The combination of MBI with Bioceres will be differentiated by the breadth of our combined product offering, our global footprint and manufacturing facilities. Additionally, our marketing capabilities and industry experience will allow us to further cultivate synergistic relationships with a wide range of partners to bring an even broader range of solutions to customers around the world. We will stand apart in terms of revenues generated, markets served, channel partner relationships, and manufacturing capabilities. Thanks. Thanks. I believe, Kevin, the next slide will illustrate all of this. By combining our current registrations and pipelines and our existing commercial products, we'll be in a position to serve all ag input categories with low environmental impact, highly efficacious biological or biologically enhanced solutions. Our formulation capabilities will expand from seed treatments to foliar sprays and soil applications. Kevin? Yes, that's right. I totally agree, Federico. One quick glance clearly shows the potential this merger offers with highly complementary product portfolios and businesses. This greater diversification both expands our revenue potential and reduces the risk associated with being reliant on any one crop or region. Indeed, we'll be able to offer seed treatments that are 100% bio-based, as well as enhanced Bioceres drought-tolerant seeds or Microbead fertilizers with MBI microbials, just to name some of the combinatorial opportunities we are contemplating. Back to you, Kevin. Yes, thanks, Federico. Turn to the next slide, please. While both companies operate globally, we each bring complementary strengths to the merger. For example, the Latin American market is one that MBI has been serving successfully in partnership with Rizobacter. Bioceres' strength there accelerates its opportunities in ways we could not have envisioned on our own. Conversely, Marrone's partnerships and networks in North America and Europe can help drive Bioceres growth in those regions. Our combined commercial organizations will now have a broader portfolio of products to offer our channel partners and grower customers as we strive to become the preferred supplier of sustainable crop input and plant health solutions in agriculture. Over to you, Federico. Thanks, Kevin. We'll not only be able to move our combined portfolio to more than 700 retailers, but also do so with the likes of Corteva and Syngenta, both meaningful strategic partners of our respective biological businesses. As I alluded before, Bioceres' Microbead fertilizers and HB4 seeds are ideal carriers for direct-to-grower, biologically enhanced integrated solutions, which we also intend to develop and profit from. Turning to the next slide. Looking into the future, we are expecting major launches that will further accelerate growth. For those not familiar with Bioceres, we have obtained the necessary approvals and are now ready to launch our drought tolerance technology in wheat, expecting between $15 million to $20 million of incremental EBITDA by 2024. Drought-tolerant HB4 soy is coming behind with more than 85% of the production markets already cleared for commercialization. Kevin? Yes, thank you. Just building upon Federico's comments, MBI and Bioceres have a shared culture of innovation and entrepreneurial spirit. With complementary R&D capabilities, we can open new avenues for further groundbreaking research. In addition, our financial strength will support funding of the best and brightest of our research programs, including MBI's bioherbicide platform. Of equal note, MBI submitted packages to the U.S. and Brazilian regulatory agencies for approval of our MBI-306 and MBI-206 nematicide insecticides, respectively, last fall. These proven technologies have the potential to be early wins for the combined company and would bring innovative treatments for corn and soybeans to major grain-producing markets around the world. Thanks. Good. If we now turn to the next slide 11. I don't know, Kevin, if you have any comments here regarding the financial synergies. Yeah. Thanks, Federico. Just a few. Our merger has the potential to accelerate global reach, broaden our product offerings, and expand our R&D programs. It does so with the financial wherewithal that allows for strategic funding of growth initiatives and support for a robust global commercial team. Together, we'll grow to a $300 million+ company in revenues with positive cash flow and adjusted EBITDA and a strong balance sheet. Thanks, Kevin. Thanks for that introduction on financial synergies. I also think that in looking at the historical performance, both companies have been delivering consistent and practical growth throughout the last five years. MBI has grown its revenues at an aggressive 33% CAGR from 2017 to 2021 and expanded its gross margins as well. Despite that outstanding top line and gross margin performance, as of September last year, the company had not yet achieved breakeven, mostly out of maintaining its R&D and SG&A spending. Bioceres, on the other hand, has achieved a 23% CAGR over the last five years with attractive EBITDA margins. In the short term, releasing MBI from the burden of being a publicly listed entity to execute $8 million in cost synergies, mostly coming from duplicative corporate costs, could take the company as a standalone business to EBITDA breakeven quite soon without the need to jeopardize future value by cutting down R&D spending. We think of R&D spending as an investment, and for MBI, this has been a tremendous source of innovation. We intend to leverage those capabilities as we join the endeavor to identify new revenue sources by combining existing and already approved technologies. The combined business will be positioned in a fast-growing industry segment, will also be driven by the individual top-line growth from each company as past performance shows, and will also have different layers of positive synergies with some shorter-term opportunities around portfolio combination and enhanced market access, and also some longer-term opportunities derived from combined scientific and product development knowledge. We believe that to some degree, MBI situation today resembles Rizobacter in 2016, which takes us to the next slide. This would not be the first time that Bioceres endeavors to unlock value by providing strategic and financial support to a business with strong underlying fundamentals and well-positioned to capture industry trends. Since we integrated Rizobacter just over five years ago, revenue has almost tripled and margins have expanded, driving EBITDA to an almost four times increase. Rizobacter had an entrepreneurial profile that remains an important piece of today's culture. It also had the team, industrial capabilities, and strong customer relationships all needed to materialize growth. What we partnered with the leadership to unlock the opportunity based on two main aspects. The first one was financing. Concurrently with Rizobacter's acquisition at that time, Bioceres negotiated a $45 million long-term loan that today is fully repaid and that brought in the financial resources to execute on our ambitious plans without diverting focus from the operating teams. The other aspect was strategic drive. We established clear KPIs to track performance of the business based on which we empowered the leadership to maximize execution. There are a lot of similarities between the Rizobacter transaction at that time and the merger we're contemplating today with MBI. We believe that the one single most meaningful difference is that Bioceres is today a much stronger organization in all aspects, and also a more powerful platform for MBI's team to lean on as it seeks to accelerate commercial execution after years of building a very attractive portfolio. Undoubtedly, financial flexibility played a key role in the success of Rizobacter, which leads us to the next slide. Similar to what we did at the time of the Rizobacter acquisition, we are announcing today that in connection with the merger, Bioceres has agreed to terms for a capital commitment of up to $45 million in the form of a convertible loan. The loan will have a four-year maturity in line with our strategy to maintain a healthy debt profile and will be convertible into equity at a strike price of $18 per share. The new committed capital will be additional to each company's last reported cash positions, which leads to an estimated pro forma cash position of over $100 million by closing of the deal. As I mentioned at the beginning of the presentation, we are also announcing today that Bioceres has entered into an agreement with holders of a convertible note with an outstanding principal amount of $49.1 million that matures in March 2023. Holders of the convertible note have committed to convert 75% of the notes into common stock of Bioceres, with the other 25% restructured into a new four-year loan with no strings attached to equity. This agreement means that debt held at the corporate level maturing in 12 months will now be fully termed out. The definitive documentation for both of these agreements will be finalized and executed during the next few weeks. A pro forma cash position of over $100 million, coupled with a capitalization of 75% of the convertible note provides a well-balanced capital structure, a strong debt profile, and the financial flexibility we need to ensure execution of the strategy we have just laid out. That concludes our overview of the financing update for the transaction and I will turn it back to Federico and Kevin for final remarks. Thank you, Enrique. Thank you, Kevin, as well. I just wanna say that we are thrilled to be here again. We are with a tremendous level of conviction in terms of the path we've decided to pursue. I will ask Kevin maybe to close with his remarks before we open up the floor for Q&A. Yeah. Thank you, Federico and Enrique. You know, from our side, we have known the Bioceres and Rizobacter team for quite some time, and it was through this relationship built on trust and mutual objectives that we decided to move forward with this deal. I personally feel fortunate to have the opportunity to create a company that has the strength to continue our mission of bringing novel, sustainable plant health products, seed genetics to our grower customers around the world. We got a lot to do, but I'm fully confident that the strength of the combined teams can get it done and move forward and continue to serve our customers in the best way possible. That's it for me. Thank you. Operator, we can now open up the floor for Q&A. Thank you. For our Q&A, if you would like to ask a question, please press star followed by one on your telephone keypad now. If you change your mind, please press star followed by two. When preparing to ask your question, please ensure your phone is unmuted locally. Our first question today comes from Ben Klieve from Lake Street Capital Markets. Your line is open. All right. Thanks for taking my questions. First of all, just congratulations to you both. I've known you both for some time now, and I think, you know, Kevin, you found a great home for Marrone and Bioceres, you guys found a really great asset here. Congratulations to both of you on that. The first question is for Federico. In the context of integrating Marrone's products into, especially the HB4 and EcoSeed concept, I'm wondering how much work has been done, you know, kind of behind the scenes over the past few years to analyze Marrone's portfolio within EcoSeed. Is that relatively developed? Do you kind of know the direction you wanna go in with Marrone's product lines here in EcoSeed, or do you still have a lot of work to do on that front? Well, first, thank you, Ben, for your initial comment and for joining the call. It's always great to have you here. I think you just touched upon a key strategic aspect of the transaction. Sorry, Ben. I think you just touched the strategic aspect of the transaction. I apologize for the name confusion there. Don't worry. All good. Absolutely. We're good. Absolutely. I think this is one of the reasons we're doing this transaction. The one piece that we were missing in the EcoSeed was the bioinsecticidal piece, which obviously Marrone has. The bionematicide, we plan to deploy these in geographies like Brazil, where nematodes are of very high relevance. Beyond the EcoSeed value proposition, also the possibility for bioherbicides in the crop management approach that we would like to consolidate in HB4 seed production, no? We can have a 100% biological regenerative agriculture system as we pursue both Eco Wheat and Eco Soy. We have tested compatibility to some extent. Remember, we are already commercializing some of Marrone's portfolio through the Rizobacter brand in Latin America, particularly on the bionutrition side with the ProFarm products. We know each other fairly well. We've been looking at these components that will give us the seed treatment capabilities to fully replace chemicals, and we also see a lot of upside in a bioherbicidal opportunity in the future for in-crop weed control that I think can be dramatic from all aspects. Got it. In terms of kind of the immediate term, kind of revenue synergies, is... You know, Marrone's got a much kind of broader sales footprint and distribution footprint than you guys have Enrique, excuse me, Federico and Enrique, you know, especially in the U.S. and Europe, etc., as you guys noted. You know, I'm curious kind of what the status is of those distributor agreements and the degree to which you'll be able to kind of quickly integrate the Microbead fertilizers and your legacy chemical businesses into those markets. Is this something that can be done, you know, relatively quickly, or is this gonna be kind of a long process? I think obviously this will be an incremental process where we are expecting synergies in the short term to be about $20 million. Not only because of what we can incrementally sell of Marrone in Latin America, but more so perhaps or equally so what we expect Marrone to do for us in Europe and the U.S. as you indicated. The possibility of having like a microbial fertilizer in the Biounite value proposition, I think it's very appealing that it's not currently contemplated in the initial synergies calculations, but I think I would let Kevin comment to that. I think when we put all of these together, it's quite compelling from an initial base. I don't know, Enrique, if you wanna add anything to this. Yes, Ben, thanks for being with us today. Looking forward to talking about this opportunity with you. What we think then is that both companies are positioned within industry segments that have fast-growing CAGRs. That is one thing. On top of that, I think that both companies have been executing on that by showing the CAGRs that I described. On top of that, there will be synergies. Now, I don't think that there's much more that we would like to say at this point than what Federico just said. Out of us going into Marrone and working jointly with the teams there and understanding really what is the full potential, at this point, I think that we feel excited about the synergies, but we feel even more excited about how the combined portfolio is positioned in fast-growing industry segments. Gotcha. No, fair enough. We'll, yeah, stay tuned here. Sorry. Yeah, maybe I'll make a comment, Ben. Yeah. Good morning, Ben. How are you doing today? Good, Kevin. Thanks for the chat. Yeah, good to talk to you. Yeah, just to quickly build on the comments from Federico and Enrique. You know, one of the great things about this combination is we have a ready-made team in place here in North America, Central America, you know, and to some degree, rest of the world in terms of boots on the ground and long-standing customer relationships. One of the key aspects of success or having commercial success in this industry is being able to get your product into the channel and down to the grower level, right? You know, one of the great things about this combination, again, is that we have that capability already. In terms of bringing the Bioceres portfolio into North America, we see tremendous opportunity for that to seamlessly integrated into our current product lines. You know, our intent is to hit the ground running. You know, we need to do some work on our side to get up to speed on the seed part of the business. But we're fully confident that with the help of the Bioceres team, we could add a lot of value really quickly. Gotcha. Well, very exciting on all fronts. Congratulations again to all of you. Plenty more to talk about, but that's probably a good place for me to leave it. I'll jump back in queue. Thanks, all. We now move on to Bobby Burleson from Canaccord Genuity. Your line is open. Yeah, good morning. Thanks for taking my questions. Yeah, I guess the first one is just going back to you know, the seed side of the business at Bioceres, and you know, some of Marrone's traction, obviously in North America. Wondering, you know, the HB4 wheat opportunity and other seed opportunities in North America, are they in any way accelerated by those relationships in terms of getting them to farmers and kinda maybe accelerating, you know, any plans you guys might have ultimately in ramping up you know, additional production in North America on the seed side? Look, thank you, Bobby, for joining. This is Federico. We believe so. Even though there is a process that requires time in terms of making sure we have the right varieties for each of the regions. As Kevin indicated before, there's already a team there that has a customer relationship, and we're talking to the same customers that are using some of Marrone's portfolio today that will be farming Sawyer wheat. I think that is something we intend to leverage. We need to design a plan in detail, but it's a much better starting point than where we were before. That's what I would say at this point regarding the seed business in the U.S. Okay. I'm just wondering, you guys had, you know, some relationships in the past, you know, with Rizobacter and Marrone in South America. I'm just wondering what kind of learnings you guys have taken from, you know, how those efforts have been going? You know, what learnings are you applying across maybe other areas of the portfolio as you guys coordinate your marketing efforts and maybe your product development efforts? Kevin, you wanna take that one first? Yeah, sure. You bet. Hey, Bobby. Hey, Kevin. Well, yeah, good question. You know, as I said in my closing remarks, you know, the relationship that we have developed mutually with Rizobacter and Marrone, the collaborative spirit, the innovative spirit, you know, really gave us comfort to move forward and you know, take the final step with the Bioceres organization. You know, in terms of what do we learn, there's a lot to learn. I mean, right? 'Cause I mean, you know, we've been in North America for quite a long time. We've got an excellent relationship in Europe, which we've talked about quite a bit with Corteva. You know, we've moved into the seed treatment line quite aggressively over the past several years. You know, having a local partner in the market like Rizobacter, I mean, I can't imagine a better situation, right? In terms of being able to sit down at the table and talk about, you know, what's possible. You know, here's what we have, here's what you have, you know, in a spirit of, you know, innovation, kind of taking all of those products and potential products and pipeline products and putting them together and saying, "You know, what can we make better and new?" It's quite exciting. You know, I think to answer your question, what have we learned? We learned that we have a great partner. We learned that together, we believe we can create some very interesting products and, you know, bring some innovative solutions to our customers around the world. Great. Also kind of curious, and maybe this is one for the Bioceres team. Your sense of the value of Marrone's portfolio. You know, like is there a real scarcity of these types of solutions out there, right? Where do you feel like your customers, in a sense are clamoring for these solutions and unable to find them, you know, from the current kind of landscape? Is there a real scarcity value that you guys have brought into your portfolio? Look, Bobby, absolutely. I think we took a lot of time in analyzing the landscape. What we were lacking from a portfolio perspective to be able to move forward in our mission of regenerative agriculture and sustainable products was exactly what Marrone has in its portfolio. Which by the way, it's not cheap to replicate, you know? We saw a portfolio that would probably take many years, close to a decade in developing, that will cost us much more than what we are today announcing as the transaction price. That has been already commercially validated. That has been tested by farmers and has repeated sales. It's almost at the tip of the iceberg in terms of the runway that we expect from these different biocontrol products. I think if you look at the biologicals industry as a whole, most of what we see today is on the bio nutrition fronts, biostimulants, inoculants, biofertilizers. The major challenge here is how do we get rid of pest control agents, insecticides, fungicides, herbicides, that represent a $60 million opportunity combined. I would challenge anyone to come up with a company with a more advanced portfolio in terms of tackling that opportunity than Marrone's. I don't think. We've done our work, and I think that is, in a way, the tremendous value that we see in the science that is behind this transaction. Fantastic. Thanks. Yeah. I just had a comment on that, if you don't mind, Bobby. Yeah, of course. You know, yeah. You know, this is a very competitive market. We're fortunate that consumers and growers around the world are looking for new sustainable solutions. The demand for this sector is one of the fastest growing in agricultural crop inputs, the sustainability, the biological part. As I said, it's a crowded space. There's lots and lots of players, as I think we all know. In terms of Marrone Bio, I mean, we have a proven track record of product development and product performance, which is evidenced by the, you know, I'd say the five-star customer base that we have. You know, I think you're just combining two very strong companies, you know, individually to make a, you know, an even more solid entity that's able to continue to advance product development into the marketplace that's looking for it. Great. Thank you both very much. We now move on. Thanks, Bobby. ... to Brian Wright from ROTH Capital Partners. Please go ahead. Thanks. Good morning. Just wanted a couple questions on, you know, plans for the growth capital that's part of this transaction. Is there a thought process of increasing North American sales force, you know, with this transaction? Yeah, Brian, maybe I'll take that one. At this time what we feel we have a very solid platform, and if, you know, what I've said for the last year and a bit is that. Hello? Hello, can you hear me? Yes. All right. Yeah, sure. Hold on. We're using the backup line because the other one just fell. Can you hear me okay? I can, yep. Sorry. Sorry. Brian, can you hear me? In many ways, that. Yes, I can hear. Okay. I was just gonna finish, Federico. You want to take that one. You know, just to comment, Federico, you know, Brian, we have the OpEx today that sustains our growth plans. That's what I committed to when I came here, that we would hold OpEx flat plus inflation, and that was and has been my commitment. Now, with the combination with Bioceres, when we get together, you know, we'll sit down and look at, you know, do we have the right footprint in North America to support the commercial needs or the commercial objectives that we're mutually putting together. Federico, over to you. Yeah, no, I would just adhere to that. I think we might selectively invest in commercial teams. Possibly, but if the returns looks really good, I think it's not something we're planning to do immediately. I think there's enough muscle with what we have today to sort of initiate the process. Okay, thank you. I know it's super early, but you know, just are there any initial kind of thoughts on manufacturing for MBI's product pipeline on how that might work out? Well, I mean. You want me to take that one? I’ll give you my initial thought, and then you can complement. Yeah if you want. Is that okay? For sure. Absolutely. No, what I was going to say is that we're complementing capabilities. There's a Michigan facility that's being streamlined, and it's increasingly efficient at producing MBI's portfolio. We have fermentation capabilities in Latin America that can be complementary to the Michigan facility. Today, you will see a combined entity that has Northern Hemisphere and Southern Hemisphere capabilities which individually we didn't have before. I don't know, Kevin, if you wanna add anything to that. Yeah, actually, that's exactly what I was gonna say, Federico. I think there are opportunities to really take a good look at that potential to either co-formulate or, you know, produce each other's products in relevant facilities or, you know, down the road. Sorry. As Federico says, if the numbers make sense to maybe construct a new plant, but that we haven't got anywhere near that far yet. Great. Thank you. Maybe just one or two on the transaction, and the financing. Enrique, what's the debt to capital kind of on a net of cash basis kind of post-transaction? Hi, Brian. This is Enrique. Good to join with you today. Good morning. Good morning, Brian. If I understand you correctly, you wanna know a little bit more on how we think of the cash position, post execution of the transaction and the financing announcement that we made today, right? Correct. Yep. Okay. Look, the way we think about this is that if you look at each of the company's last reported cash positions, Bioceres in December reported an almost $40 million cash position. Marrone had reported something in the lines of 15, and then they did some warrants execution that brought additional resources to them. On top of that, we are adding the commitment for up to $45 million that we entered into in connection to the transaction to make sure that we have enough financial flexibility and enough dry powder to execute on everything that we have been discussing. That is how we think about the around $100 million cash position. Now, concurrently with that, and to keep our debt streamlined, at a Bioceres level, we are converting that almost $50 million that mature in March 2023. 3/4 of that is going into equity, and the remaining quarter is being rolled out into a new loan that has a four-year maturity. At the end of the day, at the corporate level in Bioceres, we have no debt that is materially important that we need to take care of in the short term, and that gives us a lot of comfort on how we are gonna be working on the integration of Marrone and the combination of both businesses. Great. Thanks. I might have missed this. I'm sorry. We've been traveling. Have you talked about the timing of the transaction close and maybe an overview of the regulatory process? What we are saying today is, it's very cool, is that we are expecting the transaction to close in the third calendar quarter of the current year. That depends obviously on the time regulators take to evaluate materials. It could be sooner, it could take a little more, but that is today our best guidance in terms of expected timing. Okay, great. Thank you so much. Thank you. Do we have other questions? Operator? Our next question comes from Sameer Joshi from H.C. Wainwright & Co. Your line is open. Yeah, thanks. Good morning, and congratulations, Kevin. We have been covering this company for six years now, and we've seen it grow and the new product launches and the progress you made. That's really good. Congratulations, Federico, for making this acquisition. Just a quick question on the transaction itself. The ratio, the exchange ratio, is it fixed or is it subject to some limits on stock price movements of either stock? Hi, Sameer, this is Federico. The ratio is fixed. Oh, oh. If, like if one of the stocks rises considerably or falls considerably, the ratio is not going to change at all. Right. Oh, okay. In terms of immediate synergies or rather, is it going to be accretive immediately, or is it going to be a couple of years before you can even see some accretion? Oh, hi, Sameer, this is Enrique. If we've got your question right, you're asking about viewing accretive, is that so? Yes. Yes, yes. Look, we obviously think out of what Federico described at the beginning on how we think of the valuation of Marrone, that this is an accretive deal for the Ascenda shareholders and obviously also a good deal for Marrone shareholders. This is a transaction that is creating value in our view, leveraged by science and also on our knowledge on the agricultural business. The thesis is that it's not that easy to value these type of assets and that we have the knowledge to do so. Yes, we are confident that this is an accretive transaction once we are able to execute on the strategy for our shareholders and also a good deal for Marrone shareholders. Okay, great. Congratulations once more. Thanks. Yeah, Sameer, Kevin, I just want to say thank you for your continued coverage. It certainly is greatly appreciated. We now move on to Laurence Alexander from Jefferies. Your line is open. Good morning. Three questions. I'll just try and get them out of the way in case there's any background noise. First, what scale do you think you need to have as a combined company to get to free cash flow positive? Second, can you characterize the relative competitive intensity between North America and South America in each of the major biocontrol markets? Third, Federico, can you give kind of your sense of where the real differentiated value is of the Marrone R&D talent pool and portfolio? I'm thinking in terms of screening philosophy, quality control, organisms in the library, anything that you can point to to give a feel for kind of where you think you have sort of hidden gems that just needed the right capital base to get flexed over the next few years. Perfect. Laurence, thanks a lot for joining. You know, I think we last talked, so it's always great to have your thoughts and questions. I will probably start with the last question and then pass it on to Enrique on what we expect is the right sales level to being cash flow positive and the relative competitive mixes between North America and South America. In terms of the differentiated aspects of Marrone's portfolio, I would say the crop protection components are, in a way, the most attractive elements of the portfolio. We're not obviously minimizing the value of the bio-nutrition and bio-stimulation products. I think you will probably agree with me that those can be identified in the portfolios of other companies. Even biofungicides to some extent. You will see that many different companies have biofungicides or are in the process of developing biofungicides. When you move into effective bionematicides, bioinsecticides, and even step further into biopesticides, there are not too many people in the field with this level of validation or advancement in the regulatory process. Now, if we want to move agriculture into 100% biological agriculture and try to fully replace chemicals or at least biologically enhance most of the current chemical molecules, there's no other way to do it if we don't address these particular crop protection gaps. I think that was, for us, the most appealing aspect of Marrone's portfolio. I would add to that that these are products that are, in many instances, molecules produced by organisms, but not the live organisms themselves. That represents a complementary technology to the one that we already master in Rizobacter, which is the formulation of live organisms like rhizobia. We have a company's expertise in introducing metabolites and molecules, and another company's expertise in formulating live microorganisms. Also, when you look at the sort of R&D resource of the 18,000 strains and how much of that has actually been translated into products, it's a very small fraction. There's a lot of additional information on strains that have already been fully characterized that we can use not only to further complement our existing portfolios, but also to have the opportunity to source these strains to other industries, like the alternative food industry, with now different companies trying to achieve ingredients to substitute animal protein and animal-derived food ingredients. Just to mention one of the industries that we could cater to with existing R&D resources that are being underutilized in the Marrone portfolio. I don't want to monopolize the call, so I will pass it on to Enrique, so that he sort of where we are in terms of the sales side and how much more might be needed or not needed to achieve the cash flow positive question. Hi, Laurence. It's been a while since we last talked. Good chatting to you again. Hope everything is good on your end. Let me lay out how we think about free cash flow. If you look at Marrone and how numbers looked like in September when they last reported, by executing on the cost synergies that will come mostly from taking out duplicative costs at the corporate level, if we can execute on those $80 million of synergies, we are already speaking about a business or talking about a business that has positive EBITDA. By executing on short-term cost reduction from duplicative costs, corporate costs, we can get this business on a standalone basis to be EBITDA breakeven. The good thing about these type of businesses, same than what we do in Bioceres and Rizobacter, is that these businesses are technology-based, and they don't require huge CapEx. Now we have a business that is close to be EBITDA breakeven quite soon, and that is already considering an investment of almost $10 million in R&D. That's how the business should look like by executing those cost synergies in short term. On top of that, you need to think about the type of growth and the type of margins that Marrone has been accomplishing in the last few years. That's how we think about this business becoming a free cash flow positive business in the short term. On the sales side, I don't think that we're gonna get into a strategy where we sort of like look at sales on a standalone perspective to get Marrone to break even in North America. The sales strategy is gonna be one that is integrated. We do think that this merger brings a lot of value in helping us diversify revenue sources. Think about a much more balanced, not only on a country basis, but also on a hemisphere basis. We are having a more balanced sales composition in terms of Southern Hemisphere and Northern Hemisphere. The other important point to me is the crops. We are combining row crops revenue streams with cash crop revenue streams. All of that, in my mind, builds a more stable and predictable revenue stream. Laurence, I don't know if there is anything that we missed from. Okay, great. Yeah, go ahead. You know, that was great. If I can just sneak one last one in, if you can suffer one more question, can you talk a little bit about how you're using this transaction to build institutional memory for doing more bolt-on M&A? Just in terms of how you're thinking about kind of dealing with the fragmented nature of the market over, say, the next five, seven years rather than the next two, three years. Look, I think that's a great question. What you can see is that we're not about buying cheap, no? We're not sort of looking for things that might give us low-cost revenues or necessarily maximize near-term EBITDA but without sort of runway into the future. We're about buying things that are valuable from a science perspective that can improve or increase the relationships we have already with farmers. We started talking to farmers by selling inoculants maybe at a few dollars per hectare. Then we added the seeds and got into tens of dollars per hectare. We have the microbead fertilizer, the crop protection components on the seed care, and potentially bioherbicides. We're talking about over $100, probably $200 per hectare with the same relationship that's already in place. Expanding on the level of interaction with our existing customers, I think is something we will tend to analyze in future M&A opportunities. We wanna be mindful. Ideally, we will do it without using equity. That depends on the size of the opportunity and the particular ratio or value of our stock at the time of the transaction. These are some general concepts. When you go back to Rizobacter, when we did that in 2016, we paid 14 times EBITDA, and that wasn't seen as cheap at the moment. Now, look what happened afterwards. That company had the building capabilities to grow four times, just by taking care of some financial constraints and by empowering the team to become a winning team. That's exactly what we intend to do with Marrone today. Enrique. Laurence, just to complement on what Federico said, I think there are two important points. One is that, we look at, agriculture with a systematic approach, as Federico said. This is not about, rolling up businesses that are in the same space. This is about them making sense on how we think of agriculture in the near future, the new agriculture and the systematic approach. That is one thing. The other one is that, we are very thoughtful of M&A. It took us five years to find another transaction alike of the deal with Rizobacter. We are not in the business of rolling up, but on trying to find real value-creating opportunities, and those are not often found. I cannot tell you how many opportunities we have passed before we got to this deal with, Marrone. Okay, great. No, that's very helpful color. Thank you. We have no further questions, so today's call has now concluded. We'd like to thank you for your participation. You may now disconnect your lines.