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NEW YORK , Dec. 13, 2024 /PRNewswire/ -- Agriculture & Natural Solutions Acquisition Corporation, a special purpose acquisition company ("ANSC"), announced today that the Treasurer of Australia (the "Treasurer") on December 12, 2024 (Australian Eastern Daylight Time) confirmed that the Commonwealth Government of Australia has no objection to ANSC's previously announced proposed business combination with Australian Food & Agriculture Company Limited ("AFA") and the other parties to the Business Combination Agreement dated August 28, 2024 (the "Business Combination") (known colloquially as "FIRB Approval" as the Treasurer is advised on such matters by the Foreign Investment Review Board). FIRB Approval is one of the conditions to closing of the Business Combination. ABOUT AFA AFA is a large-scale, diversified agricultural business established by the late Colin Bell in 1993 with the acquisition of the historic 'Burrabogie' station. AFA now operates one of the largest agricultural portfolios in New South Wales, Australia consisting of three major freehold title land aggregations within the Deniliquin, Hay and Coonamble districts, which total approximately 550,000 acres, and a water portfolio of approximately 45,000 acre-feet. AFA's portfolio includes some of Australia's most iconic properties, including 'Boonoke', 'Burrabogie', 'Wanganella' and 'Wingadee'. The company has total livestock carrying capacity of approximately 247,000 dry sheep equivalent across its sheep wool and meat and cattle operations (excluding the Conargo feedlot). AFA also operates the historic Wanganella and Poll Boonoke merino sheep studs, amongst the most highly regarded studs in Australia . AFA's cropping operations are characterized by flexibility amongst crop types, geographies and seasons. Key crops include irrigated cotton, irrigated rice, wheat, barley, canola, corn, chick peas and faba beans. More recently, the company has developed the state-of-the-art Conargo feedlot with a licensed capacity of 12,000 standard cattle units. ABOUT ANSC ANSC was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination. ANSC represents a further expansion of its sponsors' 18-year franchise in low-carbon investments, having established industry leading, scaled companies with more than $6 billion of equity invested in renewables. FORWARD LOOKING STATEMENTS This document includes certain statements that may constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are not guarantees of future performance, conditions, or results, and involve a number of known and unknown risks, uncertainties, assumptions, and other important factors, many of which are outside of ANSC, Agriculture & Natural Solutions Company Limited ACN 680 144 085 ("NewCo") or AFA's management's control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. Accordingly, forward-looking statements should not be relied upon as representing ANSC's, AFA's or NewCo's views as of any subsequent date, and none of ANSC, AFA or NewCo undertakes any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. None of NewCo, ANSC or AFA gives any assurance that any of NewCo, ANSC or AFA will achieve its expectations. You should not place undue reliance on these forward-looking statements. As a result of a number of known and unknown risks and uncertainties, NewCo's actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include: (i) the ability of the parties to complete the Business Combination by ANSC's business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by ANSC; (ii) the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive agreements relating to the Business Combination; (iii) the outcome of any legal, regulatory or governmental proceedings that may be instituted against NewCo, ANSC or AFA or any investigation or inquiry following announcement of the Business Combination, including in connection with the Business Combination; (iv) the inability to complete the Business Combination due to the failure to obtain approval of ANSC's shareholders; (v) AFA's and NewCo's success in retaining or recruiting, or changes required in, their officers, key employees or directors following the Business Combination; (vi) the ability of the parties to obtain the listing of the ordinary shares in the capital of NewCo ("NewCo Ordinary Shares") and warrants to purchase NewCo Ordinary Shares on the New York Stock Exchange or another national securities exchange upon the closing of the Business Combination; (vii) the risk that the Business Combination disrupts current plans and operations of AFA as a result of the announcement and consummation of the transactions described herein; (viii) the ability to recognize the anticipated benefits of the Business Combination; (ix) unexpected costs related to the Business Combination, which may be affected by, among other things, competition and the ability of AFA to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its key employees; (x) the ability of the parties to consummate one or more private placements of securities of NewCo to be consummated in connection with the Business Combination (the "Private Placements") on the stated timeline; (xi) the use of proceeds from the Private Placements by the combined company; (xii) the risk that there will be insufficient cash raised through the Private Placements, or that the amount of redemptions by ANSC's public shareholders is greater than expected; (xiii) the management and board composition of NewCo following completion of the Business Combination; (xiv) limited liquidity and trading of NewCo's securities; (xv) geopolitical risk and changes in applicable laws or regulations, including legal or regulatory developments (including, without limitation, accounting considerations) which could result in the need for AFA to restate its historical financial statements and cause unforeseen delays in the timing of the Business Combination and negatively impact the trading price of NewCo's securities and the attractiveness of the Business Combination to investors; (xvi) the possibility that AFA may be adversely affected by other economic, business, and/or competitive factors; (xvii) operational risks; (xviii) the possibility that a pandemic or major disease disrupts AFA's business; (xix) litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on AFA's resources; (xx) the risks that the consummation of the Business Combination is substantially delayed or does not occur including the risk that the transaction may not be completed by ANSC's business combination deadline and the potential failure to obtain extensions of the business combination deadline if sought by ANSC; and (xxi) other risks and uncertainties indicated from time to time in the proxy statement/prospectus relating to the Business Combination, including those under "Risk Factors" therein, and in ANSC's, AFA's and NewCo's other filings with the SEC. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. No Offer or Solicitation This communication relates to a proposed business combination between AFA and ANSC. This document shall not constitute a "solicitation" of a proxy, consent, or authorization, as defined in Section 14 of the Exchange Act, with respect to any securities or in respect of the Business Combination. This document also does not constitute an offer, or a solicitation of an offer, to buy, sell, or exchange any securities, investment or other specific product, or a solicitation of any vote or approval, nor shall there be any offer, sale or exchange of securities, investment or other specific product in any jurisdiction in which such offer, solicitation or sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or an exemption therefrom. Additional Information About the Business Combination and Where To Find It In connection with the Business Combination, ANSC, NewCo and AFA intend to file a registration statement on Form F-4 relating to the Business Combination (the "Registration Statement") with the SEC, which will include a proxy statement of ANSC in connection with ANSC's extraordinary general meeting of its shareholders (the "ANSC Shareholders' Meeting") and certain other related matters described in the Registration Statement. The Registration Statement, including the proxy statement/prospectus contained therein, will contain important information about the Business Combination and the other matters to be voted upon at the ANSC Shareholders' Meeting. This communication does not contain all the information that should be considered concerning the Business Combination and other matters and is not intended to provide the basis for any investment decision or any other decision in respect of such matters. ANSC, AFA and NewCo may also file other documents with the SEC regarding the Business Combination. INVESTORS AND SECURITY HOLDERS OF ANSC AND OTHER INTERESTED PERSONS ARE URGED TO READ, WHEN AVAILABLE, THE REGISTRATION STATEMENT, INCLUDING THE PROXY STATEMENT/PROSPECTUS INCLUDED THEREIN, ANY AMENDMENTS THERETO AND DOCUMENTS INCORPORATED BY REFERENCE, AND ANY OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE BUSINESS COMBINATION CAREFULLY AND IN THEIR ENTIRETY BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT ANSC, NEWCO, AFA, AND THE BUSINESS COMBINATION. After the Registration Statement is declared effective by the SEC, ANSC will mail the definitive proxy statement/prospectus relating to the Business Combination to its shareholders as of the record date established for voting on the Business Combination. Shareholders will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other relevant materials in connection with the Business Combination without charge, once available, at the SEC's website at www.sec.gov or by directing a request to: Agriculture & Natural Solutions Acquisition Corporation, 712 Fifth Avenue, 36 th Floor, New York, NY 10019. Participants in the Solicitation ANSC, NewCo, AFA and their respective directors and executive officers and related persons may be deemed participants in the solicitation of proxies from ANSC's shareholders in connection with the Business Combination. ANSC's shareholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of ANSC and their direct or indirect interests therein in ANSC's Form 10-K filed with the SEC on March 28, 2024 (File No. 001-41861), including, without limitation, "Item 10. Directors, Executive Officers and Corporate Governance", "Item 11. Executive Compensation", "Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters" and "Item 13. Certain Relationships and Related Transactions, and Director Independence". Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to ANSC's shareholders in connection with the Business Combination and other matters to be voted upon at the ANSC Shareholders' Meeting will be set forth in the proxy statement/prospectus for the Business Combination when available. You may obtain free copies of these documents as described above. Media Contact Daniel Yunger / Emma Cloyd Kekst CNC daniel.yunger@kekstcnc.com / emma.cloyd@kekstcnc.com View original content: https://www.prnewswire.com/news-releases/agriculture--natural-solutions-acquisition-corporation-receives-firb-approval-in-connection-with-previously-announced-business-combination-302331743.html SOURCE Agriculture & Natural Solutions Acquisition Corporation
NowThis made deep cuts to its staff for the second time this year
ESPN — Toledo vs. Pittsburgh at Ford Field (Detroit, MI) ESPN — Kansas State vs. Rutgers at Chase Field (Phoenix, AZ) ESPN — Bowling Green vs. Arkansas State at Hancock Whitney Stadium (Mobile, AL) NHLN — Sweden U20 at Slovakia U20 NHLN — Germany U20 at USA U20 NHLN — Switzerland U20 at Czech Republic U20 NHLN — Canada U20 at Finland U20 NBA TV — Oklahoma City at Indiana NBA TV — Utah at Portland USA — Premier League: Everton vs. Manchester City CBSSN — League One: Blackpool vs. Wrexham USA — Premier League: Aston Villa vs. Newcastle United USA — Premier League: Manchester United vs. Wolverhampton Wanderers CBSSN — Scottish Premiership: Rangers F.C. vs. St. Mirren USA — Premier League: Leicester City vs. Liverpool TENNIS — Mixed Coverage: Center Court Live The Associated Press created this story using technology provided by Data Skrive TV listings provided by LiveSportsOnTV .SEATTLE (AP) — The Seattle Seahawks rode their dominant defense to a big win over a division rival to vault into first place in the NFC West. No, it isn’t 2013. These are the 2024 Seahawks, who, after struggling mightily against the run earlier this season, held the visiting Arizona Cardinals to 49 rushing yards in Sunday's 16-6 victory . The defensive line kept Kyler Murray under consistent pressure thanks to a dominant performance from Leonard Williams, the secondary flew around to smack away passes, and safety Coby Bryant scored on a 69-yard pick-6. Sunday's defensive performance was reminiscent of the Seahawks of a decade ago and a promising sign that first-year coach Mike Macdonald’s system is starting to click. Macdonald, who coordinated Baltimore's NFL-best defense last year, was leading one of the worst rush defenses in the league earlier this season. But Seattle consistently stuffed the Cardinals, who came in as the fifth-best running team in the league at 149.4 yards per game. “Three games in a row now we played pretty decent on defense,” Macdonald said. “There is an expectation and standard here throughout the course of our Seahawks history that we’re trying to live up to and build on. So that’s the idea.” At 6-5, the Seahawks drew even with the Cardinals in the tightly bunched division. The teams play each other again in two weeks at Arizona. Last month's trade for linebacker Ernest Jones IV has clearly paid off. Seattle hasn't allowed a running back to rush for more than 79 yards since its Week 8 loss to Buffalo, which was Jones' first game in a Seahawks uniform. He has led the team in tackles in every game he's played and has helped resurrect the run defense. The Seahawks' run game continues to underperform. Seattle got 65 yards on the ground Sunday, with the Cardinals holding Kenneth Walker III to 41 yards on 16 attempts. Zach Charbonnet had 22 yards on six carries. Walker hasn’t topped 100 yards since Week 1. Offensive coordinator Ryan Grubb needs to think of something different to get the running backs involved. Williams single-handedly disrupted the Cardinals with 2 1/2 sacks, four quarterback hits, three tackles for loss and one pass defensed. “I thought he was dominant,” Macdonald said. “I knew he played great and then I looked at the stat line and he played out of his mind.” The Seahawks finished with five sacks, seven quarterback hits, five tackles for loss and six pass deflections against the Cardinals, shutting down a team that had averaged 29.3 points over its previous three games. Geno Smith finished with 254 yards passing and a touchdown, but he threw another momentum-stalling interception. Smith was picked off on a third-and-6 play on the Arizona 18-yard line at the start of the fourth quarter, ending an 11-play, 73-yard drive. Smith has an NFL-most 12 interceptions this season, more than in either of his previous two seasons as the Seahawks' full-time starter. “That was a huge drive for us. ... Obviously made a terrible mistake down there, something I got to clean up,” Smith said. “But it was a big drive. We wanted to put the game ahead at least two scores.” The offensive line has contributed to the problem. Guard Anthony Bradford left with an ankle injury, and the line struggled to protect Smith, who was sacked five times. Macdonald said Bradford is expected to miss next week's game. 77 — Jaxon Smith-Njigba led the team with six catches for 77 yards and a touchdown, marking the fourth consecutive game that Smith-Njigba has led the team in receptions. He topped 100 yards receiving in the previous two games. “He’s getting open,” Smith said. “He’s catching the ball. He’s doing a great job in the screen game. All-around great player. I just think the way that teams are playing us coverage-wise, I feel like it’s the ultimate sign of respect.” The Seahawks play at the struggling New York Jets on Sunday. AP NFL: https://apnews.com/hub/nfl
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Coming off what was likely a week's worth of intense practices, No. 10 Kansas returns home for a matchup with North Carolina State on Saturday afternoon in Lawrence, Kan. The Jayhawks (7-2) lost back-to-back games versus unranked opponents, the first time in school history that they have done that while ranked No. 1. Now they have to regroup to face the Wolfpack (7-3). Kansas lost its first two games of the season emphatically: 76-63 at Creighton on Dec. 4 and 76-67 at Missouri last Sunday. Coach Bill Self, who has only lost three straight games four times in his 21-year career at Kansas, was pretty succinct about his team's play following the loss to Missouri. "I think it was probably a combination of them being good and us not being good," he said. "I don't know that I could give them 100 percent credit, but that's what happens in sports. When the other team is doing things to hurt you, and you don't attack it well, they guard you the same way. "A lot of times you just roll it straight because of just not being as prepared or ready. I think it was a combination of both. I would err on the side of giving them more credit, because if I just say we sucked, that would take credit from them. We did suck, but it was in large part them." The Jayhawks still have a balanced and experienced attack, led by seniors Hunter Dickinson (15.0 points per game), Zeke Mayo (10.9), Dajuan Harris Jr. (10.7) and KJ Adams Jr. (9.8). Their biggest problem against Missouri was the 22 turnovers. "It's been a crap week for all of us," Self said on his weekly radio show Tuesday. "But hopefully we get an opportunity to bounce back. "I'm not going to make any excuses. If you don't perform the way we didn't perform, there certainly can be some valuable things to learn from that hopefully will give us a chance to win the war and not just the battle." NC State has won back-to-back games, including the ACC opener against Florida State on Dec. 7. In their last game, the Wolfpack handled Coppin State 66-56 on Tuesday. That's not to say NC State coach Kevin Keatts was impressed. "I thought we did a terrible job at the end of shot clocks when they were going to take a bunch of bad shots but we fouled them," Keatts said. "That being said, you can learn a lot from a win instead of a loss. "We compete hard every day, and our energy is always high. With this group, I'm trying to get everyone to be consistent." The Wolfpack has a trio of double-digit scorers, led by Marcus Hill (13.0 ppg). Jayden Taylor adds 12.5 and Dontrez Styles chips in 10.6. Ben Middlebrooks (9.2) and Brandon Huntley-Hatfield (8.7) round out the top five. Huntley-Hatfield (5.6 rebounds per game) and Styles (4.6) also lead a balanced rebounding attack. The Jayhawks have won 12 straight games in the series with North Carolina State. --Field Level MediaWASHINGTON (AP) — President Joe Biden kicked off his final holiday season at the White House on Monday by issuing the traditional reprieve to two turkeys who will bypass the Thanksgiving table to live out their days in southern Minnesota. Biden welcomed 2,500 guests to the South Lawn under sunny skies as he cracked jokes about the fates of “Peach” and “Blossom” and sounded wistful tones about the last weeks of his presidency after a half-century in Washington power circles. “It’s been the honor of my life. I’m forever grateful,” Biden said, taking note of his impending departure on Jan. 20, 2025. That's when power will transfer to Republican President-elect Donald Trump, the man Biden defeated four years ago and was battling again until he was pressured to bow out of the race amid concerns about his age and viability. Biden is 82. Until Inauguration Day, the president and first lady Jill Biden will continue a busy run of festivities that will double as their long goodbye. The White House schedule in December is replete with holiday parties for various constituencies, from West Wing staff to members of Congress and the White House press corps. Biden relished the brief ceremony with the pardoned turkeys, named for the official flower of the president's home state of Delaware. “The peach pie in my state is one of my favorites,” he said during remarks that were occasionally interrupted by Peach gobbling atop the table to Biden's right. “Peach is making a last-minute plea,” Biden said at one point, drawing laughter from an overflow crowd that included Cabinet members, White House staff and their families, and students from 4H programs and Future Farmers of America chapters. Biden introduced Peach as a bird who “lives by the motto, ‘Keep calm and gobble on.’” Blossom, the president said, has a different motto: “No fowl play. Just Minnesota nice.” Peach and Blossom came from the farm of John Zimmerman, near the southern Minnesota city of Northfield. Zimmerman, who has raised about 4 million turkeys, is president of the National Turkey Federation, the group that has gifted U.S. presidents Thanksgiving turkeys since the Truman administration after World War II. President Harry Truman, however, preferred to eat the birds. Official pardon ceremonies did not become an annual White House tradition until the administration of President George H.W. Bush in 1989. With their presidential reprieve, Peach and Blossom will live out their days at Farmamerica, an agriculture interpretative center near Waseca in southern Minnesota. The center's aim is to promote agriculture and educate future farmers and others about agriculture in America. Separately Monday, first lady Jill Biden received the official White House Christmas tree that will be decorated and put on display in the Blue Room. The 18.5 foot (5.64 meters) Fraser fir came from a farm in an area of western North Carolina that recently was devastated by Hurricane Helene . Cartner’s Christmas Tree Farm lost thousands of trees in the storm “but this one remained standing and they named it ‘Tremendous’ for the extraordinary hope that it represents,” Jill Biden said at the event. The Bidens were also traveling to New York City on Monday for an evening “Friendsgiving” event at a Coast Guard station on Staten Island. Biden began his valedictory calendar Friday night with a gala for hundreds of his friends, supporters and staff members who gathered in a pavilion erected on the South Lawn, with a view out to the Lincoln Memorial. Cabinet secretaries, Democratic donors and his longest-serving staff members came together to hear from the president and pay tribute, with no evidence that Biden was effectively forced from the Democratic ticket this summer and watched Vice President Kamala Harris suffer defeat on Nov. 5. “I’m so proud that we’ve done all of this with a deep belief in the core values of America,” said Biden, sporting a tuxedo for the black-tie event. Setting aside his criticisms of Trump as a fundamental threat to democracy, Biden added his characteristic national cheerleading: “I fully believe that America is better positioned to lead the world today than at any point in my 50 years of public service.” The first lady toasted her husband with a nod to his 2020 campaign promise to “restore the soul of the nation,” in Trump’s aftermath. With the results on Election Day, however, Biden’s four years now become sandwiched in the middle of an era dominated by Trump's presence on the national stage and in the White House. Even as the first couple avoided the context surrounding the president's coming exit, those political realities were nonetheless apparent, as younger Democrats like Maryland Gov. Wes Moore , Illinois Gov. J.B. Pritzker and Biden's Secretary of Transportation Pete Buttigieg not only raised their glasses to the president but held forth with many attendees who could remain in the party's power circles in the 2028 election cycle and beyond. ___ Associated Press writer Steve Karnowski in Minneapolis contributed to this report.