Regina-Canada’s Viterra Inc. and Australia’s ABB Grain Ltd. announced May 19 that they have signed an implementation agreement under which Viterra proposes to acquire all the issued and outstanding shares in ABB for a mixture of cash and scrip via a scheme of arrangement, which will be subject to shareholder and court approval. Both companies are in the grain and fertilizer business. The transaction, valued at approximately A$1.6 billion (C$1.4 billion based on the closing share price of CAD$8.84 per Viterra share on May 15, 2009, the last trading day in Viterra shares prior to this announcement, and an Australian dollar:Canadian dollar exchange rate of 0.8901), is comprised of a combination of cash and shares, including a special dividend to be paid by ABB. The ABB directors unanimously recommend that ABB shareholders vote in favor of the proposed scheme of arrangement, in the absence of a superior proposal and subject to an independent expert concluding that the proposal is in the best interests of ABB shareholders. The transaction has also been unanimously approved by the Viterra board.
Transparency Across the Fertilizer Value-Chain