Village Farms announces transformative transaction to privatize fresh produce business

Torys is acting as counsel to Village Farms with a team led by Michael Horwitz and that includes Michael Portner Gartke, Josh Lavine, Tori Lechner-Sung and Shree Gandhi (corporate/M&A), Michael Zackheim (Canadian securities), Chris Bornhorst (U.S. securities), Steven Slavens (commercial contracting), Alex Tanenbaum (real estate), Ellie Kang and Parker Baglole (employment), Ed Fan (IP), Scott Semer and Debra Aboodi (U.S. tax), Richard Johnson and Ian Farndon (Canadian tax).

On May 12, 2025, Village Farms International, Inc. (“Village Farms”) (NASDAQ: VFF) announced that it entered into a definitive agreement with Vanguard Food LP (“Vanguard”), a newly-formed holding company backed by private investment firms including Sweat Equities, LLC, to privatize certain assets and operations of its fresh produce segment. The transaction will create a new, privately held joint venture with Village Farms as a minority owner, simultaneously enabling it to focus on its growing international business and repositioning its fresh produce business to flourish independently with new strategic capital partners.

Under the terms of the agreement, which will be completed by way of a series of asset and lease transfers, Village Farms will privatize its Texas-based, 40-acre Marfa II and 40-acre Fort Davis greenhouse assets, all of its produce-related intellectual property, with the exception of the Village Farms name, and transfer all of its produce distribution facilities, employees and operational control of these facilities to Vanguard.

Consideration paid to Village Farms will include 37.9% of the initial common equity units of Vanguard, and C$40 million in cash. Village Farms will have no future cash obligations to Vanguard, and pre-emptive rights to maintain its ownership interest.

The transaction is expected to close during the second quarter of 2025, following the satisfaction of closing conditions.

Upon completion of the transaction, Village Farms will continue to own its 30-acre Monahans greenhouse facility in Texas and will own and lease its 20-acre Marfa I greenhouse facility in Texas to Vanguard. The Marfa I facility is currently expandable to 40-acres and is adjacent to 950 acres of unoccupied land owned by Village Farms available for future expansion, retaining significant long-term optionality for potential future cannabis expansion in the United States.

In Canada, Village Farms will continue to own and operate its 60-acre Delta 1 greenhouse, 25-acre Delta 2 greenhouse, and 25-acre Delta 3 greenhouse, each of which are located in Delta, British Columbia. Village Farms will enter into service and supply agreements with Vanguard for fresh produce production in Delta, which will continue supplying produce for Vanguard for a multi-year term.

Further information can be found on Globe Newswire’s website.

Village Farms leverages decades of experience in Controlled Environment Agriculture (CEA) as a large-scale, vertically-integrated supplier of high-value, high-growth plant-based consumer packaged goods.

Sweat Equities is a private investment firm focused on investments in the health and wellness area with an emphasis on consumer goods in the food and beverage space.