GrainCorp Rejects Revised ADM Offer

Jackie Anderson, ADM: “The revised proposal represented a substantial premium to the prevailing GrainCorp share price at the time of our first approach. We believe that our revised proposal properly values GrainCorp’s business, taking into account GrainCorp’s 2012 results and its new initiatives announced on Nov. 15."

13 Dec 2012 --- GrainCorp Ltd has rejected a sweetened $2.9 billion bid from Archer Daniels Midland Co, putting pressure on the US agribusiness giant to boost its offer for Australia's last major independent grains handler.

On 22 October 2012, GrainCorp announced it had received an indicative, non-binding proposal from ADM to acquire the outstanding shares in GrainCorp at a price of $11.75 per share in cash. On 15 November 2012, the GrainCorp Board announced that it had determined that the proposal materially undervalued GrainCorp. On 4 December 2012, GrainCorp announced that it had received a revised non-binding, conditional proposal from ADM to acquire the outstanding shares in GrainCorp at a price of $12.20 per share in cash.

This proposal was subject to a number of conditions including due diligence, exclusivity, regulatory approvals and approval by the ADM Board. The increase in the proposed price has not changed the Board’s view that ADM’s proposal materially undervalues GrainCorp. GrainCorp has advised ADM accordingly. GrainCorp’s Board will be constructive in any dealings in relation to proposals that have the potential to be in the best interests of shareholders. GrainCorp has a unique portfolio of integrated, strategic assets and is confident in its outlook and strategy to continue to deliver shareholder value.

Archer Daniels Midland Company spokesperson Jackie Anderson issued the following statement: “We note GrainCorp’s response today to our revised proposal. On Dec. 3, we approached GrainCorp’s board of directors with a revised proposal of A$12.20 a share in cash. That proposal represented a material increase over our initial proposal of A$11.75 a share. Also, when combined with the dividend of A$0.35 per share announced on Nov. 15, our revised proposal represented a total value to GrainCorp shareholders of A$12.55 a share.”

“The revised proposal represented a substantial premium to the prevailing GrainCorp share price at the time of our first approach. We believe that our revised proposal properly values GrainCorp’s business, taking into account GrainCorp’s 2012 results and its new initiatives announced on Nov. 15. Our proposal offered more certainty, greater value and immediate realization of potential future value for GrainCorp shareholders than GrainCorp’s stand-alone plan.”

“We intend to consider all our options with respect to GrainCorp and our 19.9 percent shareholding.”