Viterra Inc. ("Viterra") (TSX:VT) (ASX:VTA) announced today that it
has obtained an interim order of the Ontario Superior Court of
Justice. The interim order provides for, among other things, the
holding of a special meeting of the holders of common shares of
Viterra ("Shareholders") to approve the previously announced
arrangement (the "Arrangement") under the Canada Business
Corporations Act involving 8115222 Canada Inc., an indirect
wholly-owned subsidiary of Glencore International plc
("Glencore").
The special meeting of Viterra Shareholders is scheduled to be
held at the Hyatt Regency Calgary, 700 Centre Street S.E., Calgary,
Alberta on May 29, 2012 at 11:00 a.m. (Calgary time). The record
date for determining Shareholders entitled to receive notice of and
vote at the special meeting has been fixed at the close of business
on April 23, 2012.
The Board of Directors of Viterra has previously approved the
Arrangement and has unanimously recommended that Shareholders vote
in favour of the resolution approving the Arrangement. As
previously announced on March 20, 2012, Viterra entered into an
arrangement agreement with Glencore and 8115222 Canada Inc., an
indirect wholly-owned subsidiary of Glencore, under which Glencore
has agreed to acquire all of Viterra's outstanding shares at a
price of $16.25 in cash per share. Viterra's largest Shareholder,
Alberta Investment Management Corp., together with Viterra's
directors and executive officers have agreed to support the
Arrangement and vote their shares in favour of the Arrangement.
These Shareholders collectively own or exercise control or
direction over approximately 16.5% of Viterra's shares.
Viterra intends to mail the Notice of Special Meeting and the
Management Proxy Circular, together with a letter of transmittal
and a form of proxy (collectively, the "Meeting Materials") to
Shareholders of record in early May 2012. The Meeting Materials
will also be available at www.sedar.com and on Viterra's website at
www.viterra.com no later than the time of mailing.
Holders of CHESS Depositary Interests quoted on the Australian
Securities Exchange ("CDIs") as at April 23, 2012 will receive the
Notice of Special Meeting and the Management Proxy Circular
together with a voting instruction form from the sub-registry for
CDIs in Australia, Computershare Investor Services Pty Limited.
The completion of the Arrangement is subject to certain
conditions, including the receipt of the requisite approval from
the Shareholders, the final approval of the Ontario Superior Court
of Justice and other required regulatory approvals, including
approvals or clearances under the Investment Canada Act and the
Competition Act (Canada). If all necessary approvals are obtained
and the conditions to the completion of the Arrangement are
satisfied or waived, it is currently anticipated that the
Arrangement will be completed prior to the end of July 2012. It is
not possible at this time, however, to state with any certainty
when the effective date of the Arrangement will occur.
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 the timing of the special meeting, the mailing of the
Meeting Materials and the 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.
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, that all conditions
precedent to the Arrangement may not be satisfied or waived prior
to the agreed upon outside date to complete the Arrangement, the
parties' ability to satisfy the conditions to the completion of the
Arrangement, including that the receipt of shareholder approval and
court approval may not be obtained and the necessary regulatory
approvals may not be obtained on the terms expected or on the
anticipated schedule and other risks described in Viterra's most
recent Annual Information Form in the "Canadian Regulation" and
"Environmental and Sustainability Matters" sections and those
factors discussed in the 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: Viterra Inc. - Media Inquiries: Holly Gibney Manager,
Media Relations +1 403 817-1088holly.gibney@viterra.com Viterra
Inc. - Investor Inquiries: Lavonne Zdunich, CA Director, Investor
Relations +1 403 718-6254lavonne.zdunich@viterra.com
www.viterra.com