Acts for Viterra on C$6.1 billion Acquisition by Glencore

Date: Mar 2012

On March 20, 2012, Glencore International plc and Viterra Inc. announced that they had entered into a definitive agreement providing for Glencore to acquire all of the issued and outstanding shares of Viterra for C$16.25 per share in cash by way of a plan of arrangement. The transaction values Viterra’s equity at approximately C$6.1 billion on a fully diluted basis. Torys LLP is acting as Viterra’s lead counsel on the transaction.

The announcement of the transaction followed the receipt of expressions of interest from a number of third parties to acquire Viterra.

Viterra, a Canadian company with significant operations based in Canada and Australia, is one of the world’s leading global agri-businesses and food ingredients companies. It is listed on the Toronto Stock Exchange and the Australian Securities Exchange and operates in three vertically integrated business segments of agri-products, grain handling and marketing and processing.

Glencore is one of the world’s leading integrated producers and marketers of commodities with operations worldwide. The transaction is intended to further Glencore’s strategy of strengthening its position as one of the global leaders in grain and oil seeds markets.

In connection with the transaction, Glencore has entered into agreements with two Canadian companies, Agrium and Richardson International, providing for the sale of a significant portion of Viterra’s existing Canadian operations to Agrium and Richardson after Glencore has acquired Viterra. Agrium is set to acquire the majority of Viterra’s worldwide agri-products business for approximately C$1.8 billion. Richardson is set to acquire 23% of Viterra’s grain handling assets, certain agri-centres and certain processing assets in North America for approximately C$800 million.

The transaction is subject to approval by Viterra’s shareholders and customary regulatory approvals. It is expected to close in the third quarter of 2012.

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