Hortifrut's Controlling Group approved the launch of a "tender offer" by PSP Investments

PSP Investments, current shareholder of Hortifrut, will launch a Public Offering of Shares (OPA) and will offer US$1,63 per share of the Company, an amount that represents a premium of 95% compared to the market price as of December 15, 2022. Hortifrut's Controlling Group has agreed that PSP Investments launch the "tender offer" for 100% of the company's outstanding shares. The holding of the Controlling Group will continue to be at least 50,1%. For the "tender offer" to be successful, PSP Investments must reach a minimum of 36% of Hortifrut's share capital.

Santiago, December 16, 2022.- Hortifrut, the world's leading business platform in the production and marketing of fresh and frozen berries, reported that its Controlling Group – made up of the Moller, Quevedo, Del Río and Elberg families – reached an investment agreement so that the current investor and partner Public Sector Pension Investment Board (“PSP Investments”) to increase their participation in the company through a Public Offering of Shares (“OPA”).

The Canadian group PSP Investments, which has been a shareholder of Hortifrut since 2018 and currently holds 4,88% of the share capital of said company, will launch a "tender offer" for 100% of Hortifrut's shares at a price of US$1,63 per share, implying a 95% premium over the most recent market price of US$0,84*. The operation will be declared successful in the event that PSP Investments manages to reach 36% of the share capital, otherwise the offer will expire.

The launch of the OPA will be subject to obtaining regulatory authorizations of free competition in the jurisdictions that are applicable and the approval of a reform of Hortifrut's bylaws that allows PSP Investments to comply with the applicable laws.

In accordance with the essential fact sent to the Commission for the Financial Market (CMF), the Controlling Group will sell Hortifrut shares in the OPA that represent 3,72% of the share capital and will maintain 50,1% of its participation. If all Hortifrut shareholders agree to sell their shares, PSP Investments could reach a 49,9% stake in the company.

The transaction is expected to close within the first four months of next year. The parties have stated that their intention is for Hortifrut to be delisted and cease to be an open stock company.

The contract signed between the Hortifrut Control Group and PSP Investments regulates, among other things, the corporate governance of the Company and the transfer of Hortifrut shares after the OPA. To be effective, the contract requires that one of the parties owns at least 35% of the share capital. It also contemplates a list of reserved matters that will require the agreement of both parties to be implemented.

If the public offer is successful, the parties have agreed on the number of directors that each will have the right to elect, with the Controlling Group retaining its right to elect the majority of the board of directors. In addition, one of the directors must be independent.

Along with this, it was established that the parties assume a prohibition to sell their shares for a period of one year from the end of the OPA. In addition, in the three years after the expiration of the sale prohibition period, the Controlling Group will have the right, but not the obligation, to sell Hortifrut shares to PSP Investments, but with the restriction that its interest may not drop below 35%. In addition, if PSP Investments makes a future capital injection in Hortifrut, it will not exceed US$660 million.

“We are proud and satisfied with the agreement signed between PSP Investments and the Controlling Group and we believe that this association will be productive in the long term”, stated Nicolás Moller, a member of the founding family and the Controlling Group.

Andrés Solari, vice president of Hortifrut's board of directors, pointed out that "with a shareholder of the nature of PSP Investments, the company will be in a better position to consolidate its leadership position in the fruit industry and strengthen its commitment to innovation, the environment , our collaborators and the communities where we operate”.

Marc Drouin, Senior Managing Director, Real Assets and Global Head of Natural Resources Investments of PSP Investments said that "we are pleased to strengthen the association with our long-term partner Hortifrut and the families behind a company that we consider a leader in the industry, with a high-level management team and diversified operations that maintain high ESG industry standards. This proposal reflects both the respect we have built for the Hortifrut business since our first investment in 2018 and our desire to continue expanding our global presence in the agricultural sector together with best-in-class management teams and partners who share our commitment to responsible and sustainable investments. With our combined experience and support, we believe Hortifrut can continue to grow its leadership position in the global berry industry."

About PSP Investments

PSP Investments is one of the largest pension administrators in Canada, with assets of C$230 billion of net assets under management as of March 31, 2022. It manages a global and diversified portfolio comprised of investments in public financial markets, equity private sector, real estate, infrastructure, natural resources and private debt. Created in 1990, it manages and invests the amounts transferred by the Government of Canada for the pension plans of civil servants in the public service of that country, the Armed Forces, the Royal Mounted Police and the Reserve Forces. Its headquarters are in Ottawa, but its main business office is in Montreal. In addition, it has offices in London, New York and Hong Kong. For more information, visit investpsp.com or follow us on Twitter and LinkedIn.

About Hortifrut

With almost 40 years of experience, Hortifrut is a leading global business platform that connects the main berry producers from the two hemispheres with the most important clients and markets in the world, delivering the best fruit throughout the year. It stands out for its unique business model, based on innovation, genetic development, sustainability and the digitization of its processes. Currently, the company has operations in 13 countries -Chile, Peru, Argentina, Brazil, Ecuador, Colombia, Mexico, the United States, Spain, Portugal, Morocco, China and India- on four continents and its products are marketed in 37 markets.

*The reference in dollars of the last market price of Hortifrut considers the closing value of the company's share of $721,7 registered in the session of December 15 and observed dollar of $862,85 on the same date.

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