ADM Lodges Recommended Offer Documents for GrainCorp
24.06.2013 | Business Wire
Offer will deliver compelling benefits to shareholders and Australian
agriculture
ADM Australia Holdings II Pty Limited, a wholly owned subsidiary of
Archer Daniels Midland Company (NYSE: ADM), today lodged with the
Australian Securities and Investments Commission its Bidder′s Statement
for an all-cash, off-market takeover offer for GrainCorp Limited
('GrainCorp?). The GrainCorp Board has unanimously recommended
shareholders accept the offer, in the absence of a superior offer.
'We believe our offer is highly attractive and in the best interests of
shareholders,? said ADM Chairman and CEO Patricia Woertz. 'The
Independent Expert has assessed the proposal and concluded that it is
fair and reasonable, in the absence of a superior proposal.?
'We also believe ADM′s offer will deliver compelling benefits to
Australian growers and the agricultural economy through access to new
markets, investment in agricultural infrastructure, and its focus on
serving the needs of Australian growers,? Woertz added.
Offer detail
The all-cash Offer Price of A$12.20 by ADM, together with illustrative
Permitted Dividends of A$1.00 a GrainCorp Share by GrainCorp, represents:
A 49 percent premium to the last closing price of GrainCorp Shares of
A$8.85 on Oct. 18, 2012 ? the date of the last undisturbed share price
before ADM first approached GrainCorp;
A 48 percent premium to the one-month, volume-weighted average
GrainCorp Share price of A$8.90 up to Oct. 18, 2012; and
A 44 percent premium to the three-month, volume-weighted average
GrainCorp Share price of A$9.14 up to Oct. 18, 2012.
A partner for Australian grain growers and communities
'Agriculture is an increasingly global business, and Australia is well
positioned to take advantage of growing global markets in places like
Asia and the Middle East,? Woertz said. 'Our objective is to help
Australia meet that challenge, by giving growers more choice, greater
access to global markets, more efficient and effective logistics and a
deeper knowledge of market dynamics and best practices.?
The Bidder′s Statement confirms that ADM will:
Continue to operate GrainCorp′s port services in accordance with the
current open access arrangements and will continue the current access
arrangements for upcountry silos;
Support or invest A$300 million in capital expenditure in the
GrainCorp business from the execution of the takeover bid
implementation deed on April 25, 2013, which includes:
Supporting expenditures to implement programs announced by
GrainCorp on Nov. 15, 2012 (including strategic initiatives, asset
optimization initiatives and ports flexibility initiatives); and
Investing an additional A$50 million over the next few years on
strategic expenditure for the GrainCorp business;
Invest, on average, between A$40 million and A$60 million annually
over the coming years in the maintenance and improvement of existing
infrastructure assets;
Investigate opportunities to improve the throughput and performance of
GrainCorp′s systems;
Implement technology sharing/innovation and share best practices in
order to help growers succeed;
Create a Grower and Community Advisory Group to provide a two-way
conduit between GrainCorp management and the views of growers and
their communities; and
More than double GrainCorp′s current yearly community giving to A$1
million a year.
'We have a long and proud history of strong grower relationships across
all of our operations,? Woertz added. 'We are excited by the opportunity
to be a partner with the Australian grower community as we help realize
a bright future for Australian agriculture.?
Timeline and conditions
The offer is scheduled to close at 7 p.m., Sydney time on Aug. 31, 2013,
(unless extended) and is subject to a number of conditions, including
the following (which are set out in greater detail in the Bidder′s
Statement):
50.1 percent minimum acceptance (including the 19.85 percent relevant
interest ADM currently holds);
No objection by the Australian Foreign Investment Review Board or the
Australian Competition and Consumer Commission;
Receipt of required regulatory clearances in other jurisdictions;
No prescribed occurrence in relation to GrainCorp; and
No material adverse change in relation to GrainCorp.
The Bidder′s Statement will be dispatched to shareholders on July 1,
2013. In the meantime, the Bidder′s Statement can be viewed at www.adm.com.
Forward-Looking Information
This news release includes forward-looking statements, within the
meaning of the Private Securities Litigation Reform Act of 1995, that
are subject to risks, uncertainties and other factors, including,
without limitation, with respect to any potential acquisition by ADM of
all or any portion of GrainCorp and actions that ADM intends to take
following the completion of any such acquisition. There can be no
certainty that the conditions to the offer will be satisfied and the
offer consummated. These risks, uncertainties and other factors could
cause actual results to differ materially from those referred to in the
forward-looking statements. The reader is cautioned not to rely on these
forward-looking statements. Other risks are described in detail in the
ADM Annual Report on Form 10- K for the fiscal year ended Dec. 31, 2012,
as filed with the U.S. Securities and Exchange Commission. All
forward-looking statements are based on information currently available
to ADM, and ADM assumes no obligation to update any such forward-looking
statements.
About ADM
For more than a century, the people of Archer Daniels Midland Company
(NYSE: ADM) have transformed crops into products that serve vital needs.
Today, 30,000 ADM employees around the globe convert oilseeds, corn,
wheat and cocoa into products for food, animal feed, industrial and
energy uses. With more than 265 processing plants, 460 crop procurement
facilities, and the world′s premier crop transportation network, ADM
helps connect the harvest to the home in more than 140 countries. For
more information about ADM and its products, visit www.adm.com.
Archer Daniels Midland Company
David Weintraub, 217-424-5413
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