Viterra to Proceed With Noteholders Meeting Relating to Viterra's C$200 Million 6.406% Senior Unsecured Notes Due 2021 and Expects to Receive Requisite Approvals for Proposed Amendments - Viterra to Proceed With Noteholders Meeting Relating to Viterra's C$200 Million 6.406% Senior Unsecured Notes Due 2021 and Expects to Receive Requisite Approvals for Proposed Amendments - Canada
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REGINA, SASKATCHEWAN--(Marketwired - May 22, 2014) - Viterra Inc. ("Viterra" or the "Company"), announced that based on information provided by the Depositary and Tabulation Agent as of 10:00 am (Toronto time) on May 21, 2014 (the "Consent Date", "Proxy Cut-Off Date" and "Withdrawal Deadline"), C$175,793,000 aggregate principal amount of its outstanding 6.406% Senior Unsecured Notes due 2021 (the "Notes")(representing approximately 87.9% of the total outstanding principal amount of the Notes) along with related Consents and Eligible Proxy Forms had been validly tendered to its previously announced offer and solicitation for consents and proxies to effect certain proposed amendments (the "Proposed Amendments") to the Indenture. In addition, Viterra announced that based on information provided by the Depositary and Tabulation Agent, as of the Proxy Cut-Off Date no holder of Notes had voted against the Proposed Amendments.
Accordingly, Viterra expects that the Proposed Amendments will be approved at the meeting of holders (the "Noteholder Meeting") of Notes scheduled to take place, as previously announced, at 10:00 a.m., Toronto time, on May 23, 2014 at Suite 5300, Toronto-Dominion Bank Tower, 66 Wellington Street West, Toronto, Ontario, M5K 1E6.
If requisite approval for the Proposed Amendments is obtained, Viterra expects to enter into a supplemental indenture with Glencore plc, Glencore International AG and Glencore (Schweiz) AG and the Trustee providing for the Proposed Amendments. The supplemental indenture, which will become operative upon Viterra's acceptance for payment of the Notes validly tendered (and not validly withdrawn) prior to the Consent Date, will be binding on the holders of Notes not purchased in the Offer.
As previously disclosed, if the Proposed Amendments become operative they will have a number of effects which include, if Viterra obtains the relief being sought under a relief application to the Financial and Consumer Affairs Authority of Saskatchewan and the Ontario Securities Commission, that Viterra will provide the financial statements of Glencore rather than the financial statements of Viterra.
Subject to the satisfaction or waiver of the general conditions to the Offer and Solicitation, Viterra expects on May 26, 2014 (the "Initial Settlement Date") to elect to accept for purchase all Notes validly tendered (and not validly withdrawn) prior to the Consent Date.
The Total Consideration for each C$1,000 principal amount of Notes validly tendered (and not validly withdrawn) prior to the Consent Date and accepted for purchase will be C$1,140. Included in the Total Consideration is a Consent Payment in the amount of C$30 per C$1,000 principal amount of Notes.
The Offer will expire at 5:00 p.m., Toronto time, on June 5, 2014, unless extended or earlier terminated (as extended or earlier terminated, the "Expiration Time"). Holders who validly tender their Notes after the Consent Date, but prior to the Expiration Time, will: (a) be eligible to receive the Tender Offer Consideration of C$1,110 per C$1,000 principal amount of Notes; (b) not be eligible to receive the Consent Payment.
The Offer and Solicitation is described in the news release issued on May 5, 2014, the Offer to Purchase and Consent Solicitation Statement dated May 5, 2014 (the "Statement"), the notice of Noteholder Meeting, letter of transmittal and consent, form of proxy and meeting matters document. Capitalized terms used but not otherwise defined in this press release have the respective meanings in the Statement.
Holders are urged to evaluate carefully all information in the Offer Documents, consult their own investment and tax advisors and make their own decisions about whether to tender Notes and deliver Consents and Proxy Forms, and, if they wish to tender Notes and deliver Consents and Proxy Forms, the principal amount of Notes and related Consents and Proxy Forms to tender and deliver. The statements made in this news release are made as of the date hereof, and the delivery of this news release or the Offer Documents and the accompanying materials shall not, under any circumstances, create any implication that the information contained herein or therein is correct after the date hereof. None of Viterra, the Parent Guarantors, the Dealer Manager and Solicitation Agent, the Depositary and Tabulation Agent, the Information Agent or the Trustee, or any of their respective affiliates or representatives has authorized any person to make any recommendation to any Holder whether to tender or refrain from tendering any or all of such Holder's Notes in the Offer, or whether to deliver or refrain from delivering any Consents or Proxy Forms.
This announcement is not an offer to purchase, a solicitation of an offer to sell or a solicitation of consents with respect to the Notes or any new securities of Viterra. The Offers and Consent Solicitations are made solely by means of the Statement. In those jurisdictions where the securities, "blue sky" or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of us by the Dealer Manager and Solicitation Agent or one or more registered brokers or dealers licensed under the laws of such jurisdiction. Neither the delivery of the Offer Documents nor any purchase of Notes or acceptance of Consents and Proxy Forms shall, under any circumstances, create any implication that there has been no change in our or our affiliates, affairs since the date hereof, or that the information included herein is correct as of any time subsequent to the date hereof.
THE PARENT GUARANTEES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE U.S. SECURITIES ACT) AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT), EXCEPT TO QUALIFIED INSTITUTIONAL BUYERS (AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT) IN TRANSACTIONS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT OR TO CERTAIN PERSONS IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S UNDER THE U.S. SECURITIES ACT.
THE OFFER AND SOLICITATION IS NOT BEING MADE TO HOLDERS OF SECURITIES IN ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE OF THE OFFER AND SOLICITATION WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. NONE OF VITERRA, THE PARENT GUARANTORS, THE DEALER MANAGER, DEPOSITARY, THE INFORMATION AGENT OR BNY TRUST COMPANY OF CANADA AS TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES MAKES ANY RECOMMENDATION TO ANY HOLDER WHETHER TO TENDER OR REFRAIN FROM TENDERING ANY OR ALL OF SUCH HOLDER'S NOTES IN THE OFFER, OR WHETHER TO DELIVER OR REFRAIN FROM DELIVERING ANY CONSENTS OR PROXY FORMS.
Cautionary Statement on Forward-Looking Statements
This press release may contain statements that are or may be deemed to be "forward-looking statements", as defined in the U.S. Private Securities Litigation Reform Act of 1995 or "forward-looking information" as defined under applicable Canadian securities legislation. These forward-looking statements include all matters that are not historical facts and include, but are not limited to, any statements about the Offer, the Solicitation, the effect of the Proposed Amendments and Viterra 's beliefs, opinions or current expectations concerning, among other things, the business, financial condition, results of operations, prospects, strategies and plans of Viterra and may be (but are not necessarily) identified by the use of the words "anticipate" "expect", "believe", "may", "could", "should", "estimate", "plan", "project", "intend", "outlook", "forecast", "likely", "probably" or other similar words are used to identify such forward-looking information.
Forward-looking statements 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 statements involve 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 statements. All of Viterra's forward-looking statements are qualified by the assumptions that are stated or inherent in such forward-looking statements. Although Viterra believes that these assumptions are reasonable, results may differ materially from results indicated in forward-looking statements due to a number of factors, including: the possibility that the Offers and the Solicitation will not be consummated; the possibility that Notes that have been tendered may be validly withdrawn (and related Consents may be validly revoked); any failure to satisfy or waive any conditions to the Offer and the Solicitation; the level of participation by Holders in the Offer and the receipt of Letter of Transmittals and Proxy Forms sufficient to effectuate the Proposed Amendments. These are not an exhaustive list of all possible factors. All factors should be considered carefully when making decisions with respect to Viterra. Factors that could cause actual results or events to differ materially from current expectations include, among others, risks related to weather, politics and governments, changes in environmental and other laws and regulations, competitive factors in agricultural, food processing and feed sectors, construction and completion of capital projects, labour, equipment and material costs, access to capital markets, interest and currency exchange rates, technological developments, global and local economic conditions, the ability of Viterra to successfully implement its strategic initiatives and whether such strategic initiatives will yield the expected benefits, the operating performance of the Viterra's assets, the availability and price of commodities and regulatory environment, processes and decisions. By their nature, forward-looking statements are subject to various risks and uncertainties, including those risks referred to under the heading "Certain Important Considerations in this Statement and under the heading "Risks and Risk Management" in Viterra's management's discussion and analysis for the year ended December 31, 2013, any of which could cause Viterra's actual results and experience to differ materially from the anticipated results or expectations expressed. Additional information on these and other factors is available in the reports filed by Viterra with Canadian securities regulators.
The reader is cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this press release. Viterra undertakes no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Viterra is Canada's grain industry leader, supported by the expertise of its people, a superior network of assets, and unrivalled connections to world markets. Headquartered in Regina, Saskatchewan, our commitment to agriculture goes back nearly 100 years, partnering with farmers to market and move their crops to areas of need around the world. Our continued focus on operational excellence throughout North America allows us to efficiently handle, process, distribute and transport grains and oilseeds. We provide further value to our partners through a wide variety of contracting and risk management tools to help them realize the full potential of their crops. For more information on Viterra in North America, please visit www.viterra.com. Viterra is part of the Agricultural Business Segment of Glencore.