Winnipeg-Agricore United (AU) and James Richardson International Ltd. (JRI) announced April 19 that AU has accepted JRI’s offer to match the proposal made by Saskatchewan Wheat Pool (SaskPool) on April 13, 2007, to buy AU. The revised JRI offer is an all-cash offer for 100 percent of the limited voting common shares of AU at a price of $19.25 per share. Holders of Series A convertible preferred shares of AU will receive $24.00 in cash per share, plus accrued and unpaid dividends. The transaction has a total enterprise value of approximately $1.8 billion. The proposed transaction between AU and JRI has been approved by the AU board of directors. The acquisition agreement includes customary non-solicitation and fiduciary out provisions, including a termination fee of $35 million, payable to JRI in certain circumstances. The transaction is expected to be completed in June 2007. Had AU opted for the April 13 offer by SaskPool, it would have had to pay JRI a $24 million termination fee. JRI had until April 20 to match or top SaskPool’s offer.
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