Viterra Inc. (Viterra) (TSX:VT)(ASX:VTA) announces that the
acquisition of Viterra by a subsidiary of Glencore International
Plc (Glencore) received regulatory approval today from the Ministry
of Commerce of the People's Republic of China (MOFCOM). This was
the final outstanding regulatory approval of Glencore's acquisition
of Viterra pursuant to a court approved plan of arrangement (the
Arrangement). Viterra now expects the effective date of the
Arrangement to be December 17, 2012, as a result of Viterra and
Glencore having agreed to extend the date for completion of the
Arrangement. On the effective date of the Arrangement, Glencore
will release the funds to be subsequently paid out to shareholders
and holders of Viterra's CHESS Depositary Interests (CDIs) as
described under the heading "Information for shareholders and CDI
holders" below. The necessary arrangements will also be made to
delist Viterra from the Toronto Stock Exchange and the Australian
Securities Exchange (ASX).
"The approvals over the past months by the Canadian courts,
regulators around the world and our shareholders, who voted 99.8%
in favour of the deal, demonstrate widespread support for this
transaction," said Mayo Schmidt, Viterra's President and CEO. "I
wish Viterra employees and Glencore continued success in the
Canadian and Australian agricultural landscape."
Information for shareholders and CDI holders
Shareholders will be entitled to receive payment of C$16.25 per
share in cash (the Consideration) following the effective date of
the Arrangement. Shareholders will receive Canadian dollars unless
an election is made to receive payment in Australian dollars.
Registered shareholders are required to submit a Letter of
Transmittal to Computershare Trust Company of Canada, together with
the certificate(s) representing shares of Viterra and all other
required documents. For a replacement Letter of Transmittal,
contact Computershare Trust Company of Canada toll free at
1-877-477-1538. Registered shareholders must make their currency
elections in the Letter of Transmittal by no later than 5:00 p.m.
(Toronto Time) on December 18, 2012. Non-registered shareholders
should contact their broker, trustee, financial institution,
custodian, nominee or other intermediary to confirm matters
relating to payment of the Consideration, or if they wish to elect
to receive Australian dollars.
Trading of CDIs on the ASX is intended to be suspended from the
open of market on December 11, 2012. This suspension is intended to
allow all trades of CDIs on ASX to settle before 6:30 p.m.
(Australian Central Standard Time) on December 17, 2012 (the CDI
Eligibility Date). Each CDI holder, as of the CDI Eligibility Date,
will be entitled to receive payment of C$16.25 (or the Australian
dollar equivalent) per CDI in cash. CDI holders are not required to
submit a Letter of Transmittal.
CDI holders can elect to receive payment in Canadian dollars. If
no election is made, holders of CDIs will be deemed to have elected
to receive payment in Australian dollars. CDI holders must submit
their currency elections by no later than 5:00 p.m. (Australian
Central Standard Time) on December 17, 2012. For a replacement
currency election form contact Radar Group Pty Ltd toll free at
+61-1800-838-609.
It will no longer be possible to convert CDIs to common shares,
or common shares to CDIs, from the open of market on ASX on
December 14, 2012. Ceasing conversions is a precautionary measure
to ensure accurate determination of holders of CDIs and common
shares on the applicable registers. This will ensure holders
receive the correct Consideration payable under the
Arrangement.
About Viterra
Viterra provides premium quality ingredients to leading global
food manufacturers. Headquartered in Canada, the global
agri-business has operations across Canada, the United States,
Australia, New Zealand and China, as well as a growing
international presence that extends to offices in Japan, Singapore,
Vietnam, Switzerland, Italy, Ukraine, Germany, Spain and India.
Driven by an entrepreneurial spirit, Viterra operates three
distinct business segments: Grain Handling and Marketing,
Agri-products and Processing. Viterra's expertise, close
relationships with producers and superior logistical assets allows
Viterra to consistently meet the needs of the most discerning
end-use customers, helping to fulfill nutritional needs of people
around the world.
About Glencore
Glencore is one of the world's leading integrated producers and
marketers of commodities, headquartered in Baar, Switzerland, and
listed on the London and Hong Kong Stock Exchanges. Glencore has
worldwide activities in the production, sourcing, processing,
refining, transporting, storage, financing and supply of Metals and
Minerals, Energy Products and Agricultural Products.
Cautionary Statement on Forward-Looking Information
Certain information in this press release is "forward-looking
information" within the meaning of applicable Canadian securities
legislation and is prospective in nature, including information
regarding completion of the Arrangement. Forward-looking
information is not based on historical facts, but rather on current
expectations and projections about future events, and is therefore
subject to risks and uncertainties which could cause actual results
to differ materially from the future results expressed or implied
by the forward-looking information. This information generally can
be identified by the use of forward-looking words such as "may",
"should", "will", "could", "intend", "estimate", "plan",
"anticipate", "expect", "believe" or "continue", or the negative
thereof or similar variations. In particular, any statements
regarding Viterra's future expectations, beliefs, goals or
prospects are or involve forward-looking information.
Forward-looking information is also necessarily based upon a
number of assumptions that, while considered reasonable by
management, are inherently subject to significant business,
economic and competitive uncertainties and contingencies. Viterra
cautions the reader that such forward-looking information involves
known and unknown risks, uncertainties and other factors that could
cause actual results, performance or achievements of Viterra to
differ materially from any future results, performance or
achievements expressed or implied by such forward-looking
information. In addition to general economic conditions, there are
specific risks including, but not limited to, the possibility that
any remaining conditions precedent to the Arrangement may not be
satisfied or waived on the expected effective date of the
Arrangement or prior to the agreed outside date to complete the
Arrangement, other risks described in Viterra's management
information circular dated April 26, 2012 under the heading "Risk
Factors Related to the Arrangement", risks described in Viterra's
most recent Annual Information Form and those factors discussed in
Viterra's Management's Discussion and Analysis for the year ending
October 31, 2011 under the heading "Risks and Risk Management".
Viterra can give no assurance that such forward-looking information
will prove to have been correct.
The reader is cautioned not to place undue reliance on this
forward-looking information, which speaks only as of the date of
this press release.
Viterra disclaims any intention or obligation to update or
revise any forward-looking information whether as a result of new
information, further events or otherwise, except as required by
applicable law.
More information about Viterra can be found at
www.viterra.com.
Contacts: Media Inquiries: Holly Gibney Media Relations +1 403
817-1088holly.gibney@viterra.com Investor Inquiries: Lavonne
Zdunich, CA Investor Relations +1 403
718-6254lavonne.zdunich@viterra.com