Jain Irrigation to merge international irrigation business with Rivulis

JALGAON, 21 June 2022: Jain Irrigation Systems Limited and Temasek-owned Rivulis, Singapore has announced that Jain International Trading B.V. (a wholly owned subsidiary of Jain Irrigation) and Rivulis have entered into definitive transaction agreements.

The International Irrigation Business (“IIB”) of Jain Irrigation will now be merged with Rivulis and create a global Irrigation and Climate leader - being second largest in the world with  $750 million in revenues.

By virtue of this cash & stock transaction, the following is being achieved.

Cash proceeds will be utilised for reduction of consolidated debt of Jain Irrigation by 45 percent which includes all the restructured overseas bonds to the tune of $225 million and complete debt of overseas operating companies comprising of IIB.

• Jain International Business will continue to hold stake of 22 percent in merged entity with Temasek holding the balance 78 percent.
• Jain Irrigation will also get to release its corporate guarantee given by Jain Irrigation, India of INR 2,275 crore to bondholders & IIB lenders.
• Jain Irrigation will have a long-term supply agreement with the merged entity, which would drive revenues and profits.
• The merged entity will continue to use and promote prominent JAIN Brands in markets where they have significant presence and value.
• In terms of governance, Jain will have representative directors and observer on the board of the Company and will be able to help its growth through its significant expertise in micro-irrigation.
•  Jain Irrigation retains potential future value generation from the creation of this large global irrigation leader.

Going forward Jain Irrigation will focus on further improving on the India business to drive higher growth and margin in one of the fastest growing irrigation markets in the world, and eventually aim to reduce debt on the
standalone Indian business balance sheet as well – as agreed with the lenders in the recent restructuring.

Speaking on this merger, Anil Jain, Managing Director of Jain Irrigation said, “We anticipate that the merger with Rivulis will create a world leading player ideally placed to serve its global customer base thanks to its geographic footprint, breadth of offerings as well as technological depth and expertise in micro irrigation. This will enable us all to address climate change and food security challenges with sustainable solutions and implement the critical knowledge transfer for water efficiency and productivity for growers.

"We look forward to this value accretive long-term relationship to create meaningful positive impact in the agri and food ecosystem. At the same time, we also look forward to jointly explore collaboration opportunities with Temasek in the future of food and agriculture, including areas relating to ESG, hi-tech agricultural inputs, technology innovation, as well as solutions to benefit small holder farmers,” Jain adds.

Richard Klapholz, Rivulis CEO, added: “We are thrilled to have both companies join forces to better serve the growing needs of irrigation markets around the world. While benefitting from significant operational economies
of scale and a dedicated, diverse employee base, we will ensure that all commitments to our grower community and to our combined business partners are maintained and further strengthened. Our goal is to ensure that all
our customers will continue to be successful and benefit from a broader offering, leading industry brands, expanded manufacturing base and the support of leading irrigation services businesses."

With this merger, the Company will be: Driven by Customers: The Company will have unparalleled market coverage with 25 factories and 3,300 employees across six continents and 35 countries. The Company will continue to fully support the brands that growers and business partners have come to rely upon season after season: Rivulis, Jain, NaanDanJain and Eurodrip.

Driven by Innovation: Growers and business partners will benefit from an extensive product and solution offering, consisting of trusted industry brands such as D5000 PC, Amnon, T-Tape, Chapin, Ro-Drip, Top, Excel, Compact, 5035 and Mamkad. Eight decades of R&D and product engineering will be combined into a perpetual innovation engine, addressing the current and future needs of growers worldwide.

Driven by Digital: With digital farming services such as Jain Logic, Manna and ReelView, the Company is poised to become a robust ag-tech solution provider with the most extensive market coverage. Through its wide-ranging digital farming offering, growers will be able to finetune their irrigation operations in real-time, while increasing yields and reducing agri-inputs resulting in improved livelihoods and safeguarding of their land.

Driven by Sustainability: Beyond the known micro irrigation benefits of water conservation and soil protection, the Company will continue its purpose led ESG journey. Following the completion of the transaction, the Company will commit to tangible carbon emission targets and launch its global program to help growers and business partners reduce their carbon emissions and increase their carbon sequestration. The Company aims not only to make micro irrigation accessible to growers and to feed the planet, but also to enable a more sustainable and climate resilient future for all.

The Company will be dual headquartered in Singapore and Israel and will continue to be named Rivulis Pte. Ltd. For the purposes of corporate branding, the company will be represented as “Rivulis (In alliance with Jain
International)”. Richard Klapholz, the current Rivulis CEO, will continue to lead the Company. Top senior associates from the IIB are expected to continue in leadership roles across the Company.

The transaction is subject to required regulatory approvals and other customary closing conditions and is expected to be completed by early 2023.

Goldman Sachs acted as financial advisor, Baker McKenzie acted as legal advisor and PWC acted as tax and diligence advisor to JITBV for the transaction.