Landec Corporation (Nasdaq: LNDC), a materials science company that develops and markets patented polymer products for food, agricultural, medical device and licensed partner applications, announced today that its subsidiary, Apio, Inc., has purchased $15 million of Senior Preferred Shares and $201 of Common Shares in Windset Holdings 2010 Ltd., which represents a 20.1% equity ownership by Apio in Windset. Windset is a privately held produce company headquartered in Vancouver, Canada and, together with other affiliated entities, has grown to be one of the most advanced protected hydroponic vegetable producers in Canada and the largest privately owned, vertically integrated, produce operation in Western Canada.
Apio has an existing exclusive license agreement with Windset and views this equity investment as the continuation of an ongoing strategic partnership in the fresh produce market. In July 2010, Windset licensed the exclusive rights to Apio’s BreatheWay ® packaging technology for use with cucumbers, tomatoes and peppers. As a leader in innovation for fresh produce, Apio views Windset as the most advanced hydroponic vegetable producer in North America, where the demand for hydroponically grown produce is rising rapidly. The hydroponic process uses no soil and a fraction of the water required in field production. Furthermore, the process results in higher yields per acre and is not burdened with traditional weather-related risks.
There is a 7.5% annual dividend associated with the Senior Preferred Shares. In addition, over the period of its minority interest ownership in Windset, Apio will recognize quarterly 20.1% of the change in the fair value of Windset which will include the impact of Apio’s share of Windset’s net income or loss for the quarter. The shares purchased by Apio also have a put/call feature that can be triggered on the sixth anniversary of the equity purchase, whereby Apio can exercise the put to sell its shares or Windset can exercise the call to purchase the shares from Apio at a price equal to the original purchase price for the Senior Preferred Shares plus Apio’s pro rata 20.1% share of the then fair value of Windset.