Arcadia Biosciences (RKDA) M&A Announcement summary

Deal rationale and strategic fit

• Culminates an 18-month strategic review, with Arcadia streamlining operations and asset sales since July 2023, concluding that a business combination with Roosevelt offers the best value for shareholders.

• The combination leverages Roosevelt's oil and gas expertise and Arcadia's public company platform, focusing on Roosevelt's large-scale CCUS and EOR projects in the Permian Basin.

• Zola Coconut Water, a growing Arcadia brand, will continue under Roosevelt ownership, with select Arcadia team members assisting operations.

Financial terms and conditions

• All-stock transaction: Arcadia will issue approximately 12,284,475 shares to Roosevelt partners for 100% of Roosevelt’s equity.

• Roosevelt equity owners will hold about 90% of the combined company’s shares, with Arcadia shareholders retaining about 10%, subject to adjustments.

• Transaction expected to close in Q1 2025 or later, pending regulatory and shareholder approvals.

Integration plans and timeline

• The company will be renamed Roosevelt Resources, Inc. and trade on NASDAQ under a new symbol.

• Roosevelt’s management team will lead the combined entity, with some Arcadia personnel supporting ongoing operations.

• The board will include three Roosevelt directors, one Arcadia director, and one independent director.

• Steps include SEC filing (S-4), proxy statement distribution, shareholder meeting, and closing.