Blue Energy, an independent renewable energy supplier in Mexico, and Agrinam Acquisition have signed a definitive agreement to merge through a share exchange, becoming a publicly traded company listed on the Toronto Stock Exchange (TSX), pending regulatory approval.
Blue Energy shareholders will retain control of both Agrinam and Blue Energy.
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The merger is expected to be Agrinam’s qualifying acquisition under Part X of the Toronto Stock Exchange Company Manual.
The transaction will close in the second quarter of 2025.
Blue Energy CEO Franco de la Concha Hamdan stated: “Agrinam’s management team and board are strategic additions that will generate significant value for Blue Energy’s clients and shareholders.
“By becoming a publicly traded company, Blue Energy will be better positioned to meet rapidly growing AI power needs and investors will have access to a company that has been profitable since inception. We are committed to continuing our hard work for our clients and investors and are excited that Agrinam has trusted us to achieve that vision.”
In connection with the business combination, Agrinam and Blue Energy have agreed to use commercially reasonable efforts to complete a PIPE financing, raising up to $50m with strategic and financial investors.
The financing is expected at or before the completion of the merger.
Blue Energy shareholders will exchange their common shares for new Agrinam common shares, which will be known as “New Blue Energy common shares.”
Agrinam is to change its name to “Blue Energy Corp.”
Agrinam CEO Agustin Tristan Aldave stated: “We are very excited to have partnered with Blue Energy, to create a unique opportunity for investors to participate directly in AI-driven power needs.
“Blue Energy is one of a handful of institutionalised companies that provide electricity to industrial clients in Mexico, which according to Blomberg Energy Finance, is a growing $30bn energy market. However, Blue Energy is also a vehicle to capitalise on power opportunities across North America.”
Agrinam will offer holders of Class A restricted voting shares the opportunity to redeem their shares.
Certain Blue Energy shareholders have entered or will enter lock-up agreements, restricting the sale of New Blue Energy Common Shares issued to them.
Completion of the business combination is subject to customary closing conditions, including filing a final non-offering prospectus as per TSX rules.
Legal and tax advisors for Blue Energy are Stikeman Elliott, Cuatrecasas SC (service corporation) and Jove, Galante, Reyes SC. Agrinam’s advisors are Borden Ladner Gervais, Assembla Law, and Garrigues MX SLP (special limited partnership).
