ADM Australia Holdings II Pty Limited, a wholly owned subsidiary of Archer Daniels Midland Company (NYSE: ADM), today lodged with the Australian Securities and Investments Commission its Bidder’s Statement for an all-cash, off-market takeover offer for GrainCorp Limited (“GrainCorp”). The GrainCorp Board has unanimously recommended shareholders accept the offer, in the absence of a superior offer. “We believe our offer is highly attractive and in the best interests of shareholders,” said ADM Chairman and CEO Patricia Woertz. “The Independent Expert has assessed the proposal and concluded that it is fair and reasonable, in the absence of a superior proposal.” “We also believe ADM’s offer will deliver compelling benefits to Australian growers and the agricultural economy through access to new markets, investment in agricultural infrastructure, and its focus on serving the needs of Australian growers,” Woertz added. Offer detail The all-cash Offer Price of A$12.20 by ADM, together with illustrative Permitted Dividends of A$1.00 a GrainCorp Share by GrainCorp, represents:
- A 49 percent premium to the last closing price of GrainCorp Shares of A$8.85 on Oct. 18, 2012 – the date of the last undisturbed share price before ADM first approached GrainCorp;
- A 48 percent premium to the one-month, volume-weighted average GrainCorp Share price of A$8.90 up to Oct. 18, 2012; and
- A 44 percent premium to the three-month, volume-weighted average GrainCorp Share price of A$9.14 up to Oct. 18, 2012.
The Bidder’s Statement confirms that ADM will:
- Continue to operate GrainCorp’s port services in accordance with the current open access arrangements and will continue the current access arrangements for upcountry silos;
- Support or invest A$300 million in capital expenditure in the GrainCorp business from the execution of the takeover bid implementation deed on April 25, 2013, which includes:
- Supporting expenditures to implement programs announced by GrainCorp on Nov. 15, 2012 (including strategic initiatives, asset optimization initiatives and ports flexibility initiatives); and
- Investing an additional A$50 million over the next few years on strategic expenditure for the GrainCorp business;
- Invest, on average, between A$40 million and A$60 million annually over the coming years in the maintenance and improvement of existing infrastructure assets;
- Investigate opportunities to improve the throughput and performance of GrainCorp’s systems;
- Implement technology sharing/innovation and share best practices in order to help growers succeed;
- Create a Grower and Community Advisory Group to provide a two-way conduit between GrainCorp management and the views of growers and their communities; and
- More than double GrainCorp’s current yearly community giving to A$1 million a year.
- 50.1 percent minimum acceptance (including the 19.85 percent relevant interest ADM currently holds);
- No objection by the Australian Foreign Investment Review Board or the Australian Competition and Consumer Commission;
- Receipt of required regulatory clearances in other jurisdictions;
- No prescribed occurrence in relation to GrainCorp; and
- No material adverse change in relation to GrainCorp.
About ADMFor more than a century, the people of Archer Daniels Midland Company (NYSE: ADM) have transformed crops into products that serve vital needs. Today, 30,000 ADM employees around the globe convert oilseeds, corn, wheat and cocoa into products for food, animal feed, industrial and energy uses. With more than 265 processing plants, 460 crop procurement facilities, and the world’s premier crop transportation network, ADM helps connect the harvest to the home in more than 140 countries. For more information about ADM and its products, visit www.adm.com.