Viterra Completes Acquisition of ABB Grain
We are well positioned to support the existing and future needs of both our producer and destination customer bases and the ever-increasing demand for quality foods in Asia and Southeast Asia.
23 Sep 2009 --- Viterra Inc. is pleased to announce the successful implementation of its acquisition of ABB Grain Ltd (ABB) by Scheme of Arrangement.
Mayo Schmidt, President and Chief Executive Officer of Viterra said: "Viterra is very pleased to announce the official implementation of the Scheme and our first day of operation under our transformational combination with ABB. We have already undertaken significant integration planning of our two companies. We are well positioned to support the existing and future needs of both our producer and destination customer bases and the ever-increasing demand for quality foods in Asia and Southeast Asia where populations are rising quickly. Formally marks our company's new role as a leading global ingredients supplier, a vision supported and valued by our shareholders."
ABB and Viterra signed an Implementation Agreement on 19 May 2009, under which Viterra proposed to acquire all the issued and outstanding shares in ABB for a mixture of cash and scrip via the Scheme. Approvals were granted by ABB shareholders and the Federal Court of Australia earlier in September.
In accordance with the Scheme, and pursuant to elections by ABB shareholders of record at 6:30 p.m. (Adelaide time) on 18 September 2009 (the "Scheme Record Date"), Viterra and its wholly owned subsidiary Viterra Australia Pty Ltd have provided the following Scheme Consideration to or for the benefit of ABB shareholders:
- An aggregate cash amount of A$751,689,273.37 has been paid into the trust account designated by ABB. Dispatch of cheques and electronic payments to ABB shareholders entitled to cash payments under the Scheme is expected to commence on 28 September 2009.
- An aggregate of 78,296,645 new shares of Viterra have been issued under the Scheme. Of these:
-- 9,634,338 New Viterra Shares have been issued to ABB shareholders who elected to receive common shares of Viterra under the Scheme. Dispatch of share certificates representing these New Viterra Shares is expected to commence on or about 28 September 2009.
-- An aggregate of 68,629,939 New Viterra Shares have been issued to CHESS Depository Nominees Pty Ltd (CDN) in trust for ABB shareholders who elected to receive Viterra CDIs. Dispatch of holding statements representing the Viterra CDIs is expected to occur on or about 28 September 2009.
-- An aggregate of 32,368 New Viterra Shares will be sold under the Cash Out Facility on or before 15 October 2009, following which cheques and electronic payments will be dispatched to those ABB shareholders entitled to receive such payments, as described in ABB's Scheme booklet dated 30 July 2009 (the "Scheme Booklet").
In exchange for the Scheme Consideration, all ordinary shares of ABB (the "ABB Shares") have been delivered and registered in the name of Viterra Australia.
The fully franked special dividend of A$0.41 per ABB share described in the Scheme Booklet has also been paid to ABB shareholders of record at 6:30 p.m. (Adelaide time) on 17 September 2009.
Trading of the New Viterra Shares on the Toronto Stock Exchange (TSX) is expected to commence at 9:30 a.m. (Toronto time) on 24 September 2009.
The last day of trading in Viterra CDIs on the Australian Securities Exchange (ASX) on a deferred settlement basis will be 28 September 2009. Trading in Viterra CDIs on the ASX on a normal settlement basis will commence on 29 September 2009.
The last day for dispatch of cash consideration, certificates for New Viterra Shares and holding statements for Viterra CDIs is 8 October 2009.
Trading of ABB Shares is currently suspended and ABB has applied for their listing on the ASX to be cancelled on 24 September 2009.
Viterra is also pleased to announce that the 56,250,000 subscription receipts (the "Receipts") that were issued by private placement on 13 May 2009 at C$8.00 per Receipt have been exchanged into common shares of Viterra on the basis of one common share per Receipt. Trading of the Receipts is currently suspended and trading of the 56,250,000 Viterra common shares issued on exchange of the receipts on the TSX will commence at 9:30 a.m. (Toronto time) on 23 September 2009.
Terms used but not otherwise defined shall have the meaning given to them in the Scheme Booklet.
