Wide Open Agriculture CEO exits after buying out Dirty Clean Food subsidiary for $1.5m

Regenerative food and agriculture company Wide Open Agriculture (ASX: WOA) is selling its Dirty Clean Food subsidiary via a management buyout led by CEO Jay Albany, who from today has stepped down from his position at the Perth-based group as it transitions to becoming a pure-play plant-based food business.

The $1.5 million acquisition follows an extensive sale process by Wide Open Agriculture to exit its regenerative agricultural foods division to concentrate on its core Buntine Protein product which is used in the production of plant-based dairy products, baked goods and protein supplements.

The deal will see Albany and his holding company DCF Global acquire Dirty Clean Food as the US-born executive and former Wall Street hedge-fund analyst takes charge of the business.

Chief financial officer Matthew Skinner will step in as interim CEO of Wide Open Agriculture which is now a fully integrated plant-based protein ingredients company.

Wide Open Agriculture was founded as a vertically integrated food and agriculture business in 2015 and listed on the ASX in 2018.

The Dirty Clean Food subsidiary sells natural food produce including meat, poultry, seafoods and dairy which are sustainably produced by Western Australian farmers. The products are sold via a multichannel platform to consumers via its website as well as to wholesalers, retailers and restaurants.

Under the agreement secured with Albany, payment of the $1,5 million deal for Dirty Clean Food (DCF) will be made on a deferred basis over the next five years and is subject to Albany securing $500,000 in working capital finance in addition to shareholder approval.

“After an extensive period engaging with potential buyers, it became clear that Jay is the right person to take DCF into the next chapter,” says Wide Open Agriculture chairman Anthony Maslin.

“His passion for the business is unparalleled and his experience in delivering in this area is proven both in DCF but also previously in New York City with Max Delivery.

“We also believe he is the right person to take DCF into profitability, which in turn will continue the development and promotion of regenerative agriculture in Western Australia.”

Prior to joining Wide Open Agriculture, Albany was a senior executive at food and grocery delivery service MaxDelivery.com in New York. He also co-founded online eco-friendly grocer MyFreshGrocer in the US.

“I’m very appreciative to WOA’s board of directors for the opportunity to lead the company over the last 15 months,” says Albany.

“I’m proud of the progress made in our lupin business to advance a capex light pathway to commercialisation, while building an elite global network of prospects and partners. 

“WOA is in great hands with CEO Matthew Skinner and COO Miranda Stamps leading the commercial path forward for our ground-breaking lupin protein program.”

Wide Open Agriculture says the sale of the Dirty Clean Food business will lead to a significantly lower cash burn for the company and accelerate its path to profitability.

The company says that from today it is focusing its resources on ‘researching, manufacturing and supplying high performance lupin-based ingredients to global food manufacturers’.

The company says its flagship Buntine Protein product presents a more sustainable and adaptable alternative to traditional soy and pea proteins, offering the company extensive commercial opportunities to win over markets that currently use conventional plant proteins.

The company last year struck two distribution deals in the US that it said could lead to establishing a market foothold across 24 states.

Production of Buntine Protein is currently under way in the company’s German operations which were acquired last year, with the company confident that revenue generated from Europe will drive revenue and profitability growth for the company.

“The decision to sell the operations of DCF, a venture that generated revenue exceeding $11 million in FY23, underscores our confidence in the enormous potential of Buntine Protein,” says Skinner.

“This shift allows us to transform into a more streamlined and focused entity, singularly dedicated to one ambitious goal – to replace all traditional plant-based proteins with Buntine Protein.”

Under the terms of the buyout, Albany has five years to pay the $1.5 million price set by Wide Open Agriculture.

However, prior to the sum being paid in full, Wide Open Agriculture is entitled to 10 per cent of any net income after tax produced by Dirty Food Company and 10 per cent of any net cash proceeds from equity raised above $1 million.

At any time, Wide Open Agriculture may also choose to convert any portion of the remaining consideration into common equity in Dirty Clean Food at a 10 per cent discount to the valuation of the business at that time. This option is limited to 15 per cent of Dirty Clean Food’s total equity.