Corteva Agriscience Signs Agreement to Acquire Stoller Group, One of the Largest Independent Biologicals Companies in the Industry

• Stoller Brings Global Sales of +$400 Million and Presence in Over 60 Countries
• Reinforces Commitment to Driving Value for Farmers through Innovative, Sustainable Solutions
• Corteva's Second Biologicals Transaction Since Completion of Strategic Portfolio Reviews

INDIANAPOLIS and HOUSTON, Nov. 30, 2022 /PRNewswire/ -- Corteva, Inc. (NYSE: CTVA) and Stoller Group, Inc. ("Stoller") today announced that Corteva has signed a definitive agreement to acquire Houston-based Stoller, one of the largest independent Biologicals companies in the industry. With operations and sales in more than 60 countries and 2022 forecasted revenues of more than $400 million, Stoller brings immediate scale and profitability, with EBITDA margins that will be accretive to Corteva.

The acquisition of Stoller reinforces Corteva's commitment to providing farmers with Biological tools that complement evolving farming practices and help them meet changing market expectations. Stoller's superior reputation for farmer relationships and demand creation centers around a commercial model that's built upon sharing knowledge with the channel and farmers. Stoller has been successful by demonstrating technical excellence and delivering benefits and value of integrated solutions in the field.

"Biologicals provide farmers with sustainably-advantaged tools that complement crop protection technologies, and collectively, can work to address global challenges around food security and climate change. Stoller represents a leader in the Biologicals industry given its commercial presence and market expansion potential, while also delivering attractive growth and operating margins," said Chuck Magro, Chief Executive Officer. "In combination with Corteva's leading innovation organization, Stoller provides a platform for expanding and accelerating Corteva's Biologicals business to become one of the largest players in the rapidly expanding Biologicals market."

The Biologicals market is expected to grow high-single digits annually through 2035 representing approximately 25% of the overall crop protection market by 2035. In just three years, Corteva has developed a world-class Biologicals business by implementing smart, nimble strategies built around external and internal innovation, R&D collaborations, licensing and distribution agreements and acquisitions.

"In Stoller's 50+ year history, we have successfully helped growers around the world increase their productivity and improve their sustainability. We are proud to join forces with Corteva as we share a vision of helping farmers succeed in growing the nutritious food the world relies on," said Guillermo de la Borda, Chief Executive Officer of Stoller. "This announcement is a true testament to the incredible success and dedication of our teams across the globe who have helped us become one of the most trusted biostimulant and plant health companies in the world. Our innovative solutions and deep expertise will continue to make an impact for years to come."

Stoller is the second Biologicals acquisition for Corteva this year, as the company recently announced it signed a definitive agreement to acquire Symborg, an expert in microbiological technologies based in Murcia, Spain. Corteva will bring together the complementary commercial and technical strengths of Stoller and Symborg as part of its Biologicals strategy.

The Stoller purchase price of $1.2 billion in cash represents an enterprise value multiple of approximately 12x based on Stoller's expected EBITDA for 2022 on a stand-alone basis. The purchase price will be paid at closing, which is anticipated to be completed in the first half of 2023 following regulatory approvals and satisfaction of customary closing conditions. The Company expects that Stoller results will be accretive to both Operating EBITDA and Operating EPS for 2023.

The Company will host a live webcast on Monday, Dec. 5, from 11:00 a.m. to 11:30 a.m. EST to discuss additional details regarding the transaction and the Company's overall Biologicals strategy.

This presentation will be webcast. Registration is available on the Events and Presentations Page of the Corteva Investor Relations website. A replay will also be available on the Investor Events and Presentations page until Dec. 5, 2023.

Advisors
Evercore is serving as the financial advisor to Corteva. J.P. Morgan Securities LLC is serving as lead financial advisor and Piper Sandler is serving as financial advisor to Stoller Group. Latham & Watkins served as legal advisor to Stoller.

About Corteva
Corteva, Inc. (NYSE: CTVA) is a publicly traded, global pure-play agriculture company that combines industry-leading innovation, high-touch customer engagement and operational execution to profitably deliver solutions for the world's most pressing agriculture challenges. Corteva generates advantaged market preference through its unique distribution strategy, together with its balanced and globally diverse mix of seed, crop protection, and digital products and services. With some of the most recognized brands in agriculture and a technology pipeline well positioned to drive growth, the Company is committed to maximizing productivity for farmers, while working with stakeholders throughout the food system as it fulfills its promise to enrich the lives of those who produce and those who consume, ensuring progress for generations to come. More information can be found at www.corteva.com.

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About Stoller
Stoller is a multinational plant-science company whose vision is to deliver solutions that empower customers' sustainability. Stoller helps growers around the world succeed with science-proven offerings that include physiological-signaling compounds, such as plant hormones, high-technology nutrients, and microorganisms that can be used alone or in combination to improve plant efficiency and promote plant resilience to stress. For more than 50 years, Stoller has blended its innovative, quality solutions with its deep-rooted knowledge in plant physiology, so plants can maximize their genetic potential, increasing yield and profit for progressive growers. For more information, visit https://stolleragro.com.

Cautionary Statement About Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, which are intended to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and may be identified by their use of words like "plans," "expects," "will," "anticipates," "believes," "intends," "projects," "targets," "estimates," "outlook," or other words of similar meaning. All statements that address expectations or projections about the future, including statements about completion of this transaction and Corteva's financial results or outlook; strategy for growth; product development; regulatory approvals; market position; capital allocation strategy; liquidity; environmental, social and governance ("ESG") targets and initiatives; and the anticipated benefits of acquisitions restructuring actions, or cost savings initiatives are forward-looking statements.

Forward-looking statements are based on certain assumptions and expectations of future events which may not be accurate or realized. Forward-looking statements and other estimates also involve risks and uncertainties, many of which are beyond Corteva's control. While the list of factors presented below is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on Corteva's business, results of operations and financial condition. With respect to the contemplated transactions, forward-looking statements include, without limitation, financial estimates, statements as to the completion and benefits or effects of the transactions, including financial and operating results, the combined company's plans, objectives, expectations and intentions, and other statements that are not historical facts. The following risks, uncertainties and other factors could affect the company's financial performance and cause actual results to differ materially from those expressed or implied in any forward-looking statements: the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive agreement for these transactions; the risk that the necessary regulatory approvals may not be obtained as a result of conditions that are not anticipated; risks that any of the closing conditions to the transaction[s] may not be satisfied in a timely manner; the failure to realize the benefits of the transactions or Corteva's biologicals strategy; the effect of the announcement of the transactions on the ability of Symborg and Stoller to retain customers and key personnel and to maintain relationships with suppliers, and on their operating results and business generally; and potential litigation in connection with the transactions.

Additionally, there may be other risks and uncertainties that Corteva is unable to currently identify or that Corteva does not currently expect to have a material impact on its business. Where, in any forward-looking statement, an expectation or belief as to future results or events is expressed, such expectation or belief is based on the current plans and expectations of Corteva's management and expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. Corteva disclaims and does not undertake any obligation to update or revise any forward-looking statement, except as required by applicable law. A detailed discussion of some of the significant risks and uncertainties which may cause results and events to differ materially from such forward-looking statements is included in the "Risk Factors" section of Corteva's Annual Report on Form 10-K, as modified by subsequent Quarterly Reports on Forms 10-Q and Current Reports on Form 8-K.

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