ADM Bids For GrainCorp
NEW YORK - May 2/13 - SNS -- Archer Daniels Midland Company is bidding A$12.20 per share for all outstanding common shares of Australia's GrainCorp Limited under the terms of the takeover bid implementation deed signed with GrainCorp last week.
The offer implies an aggregate transaction value of about A$3.4 billion. The transaction value reflects the weighted average cost of acquiring the initial 19.8% stake in GrainCorp at an average of A$11.24 per share, and the remaining shares of GrainCorp at A$12.20 per share.
ADM said it will fund the acquisition through a combination of operating cash flows and debt. As part of the agreement, GrainCorp will additionally pay to its shareholders, prior to the completion of the transaction, dividends totaling A$1.00 per share.
If the regulatory conditions are not achieved by Oct. 1, 2013, GrainCorp will pay an additional dividend of A3.5 cents per share for each full month between Oct. 1, 2013 and the satisfaction or waiver of the regulatory conditions, subject to GrainCorp being profitable over that period.
GrainCorp has indicated that the ADM offer would be unanimously recommended by the GrainCorp board, subject to there being no superior proposal, an independent expert confirming that the offer is fair and reasonable, and the regulatory conditions for the acquisition being satisfied or waived by Dec. 31, 2013.
The offer is subject to conditions, set out in the takeover bid implementation deed viewable at www.adm.com, which include ADM receiving a minimum acceptance of 50.1% of GrainCorp shares. ADM presently owns 19.8% of GrainCorps shares.
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