Bunge Limited (NYSE: BG) (“Bunge”) announced that it will hold
an extraordinary general meeting (“EGM”) of its shareholders on
October 5, 2023 at 9:30 a.m. Central Time. The EGM will be held
virtually via webcast at
www.virtualshareholdermeeting.com/BG2023SM. Shareholders of record
as of the close of business on August 3, 2023, are entitled to
receive notice of and to vote at the EGM.
Bunge’s Board of Directors unanimously recommends that
shareholders vote "FOR" the following proposals, as described in
more detail in the definitive proxy statement filed by Bunge with
the Securities and Exchange Commission on August 7, 2023.
- To approve the redomestication that would change the place of
incorporation and residence of the ultimate parent company of the
Bunge Group from Bermuda to Switzerland (the
“Redomestication”).
- To approve the acquisition of Viterra Limited, a Jersey Company
(“Viterra”), contemplated by the business combination agreement,
dated as of June 13, 2023 (the “Business Combination Agreement”),
by and among Bunge, Viterra and the seller parties thereto (the
“Sellers”), including the issuance of approximately 65.6 million
Bunge shares to the Sellers (the “Acquisition”).
- To approve the adjournment of the EGM to a later date to
solicit additional proxies if there are insufficient votes at the
time of the EGM to approve the Redomestication or the
Acquisition.
Instructions on how to participate in and vote at the EGM are
available in the definitive proxy statement. Bunge shareholders who
have questions regarding Bunge’s EGM, or the Redomestication or the
Acquisition, may contact either of the following:
Bunge: Ruth Ann Wisener Investor Relations 1391 Timberlake Manor
Parkway Chesterfield, Missouri 63017, U.S.A. Phone: (636)
292-3014
Bunge’s proxy solicitor: Innisfree M&A Incorporated 501
Madison Avenue, 20th Floor New York, NY 10022 Shareholders may call
toll free: (877) 750-8233 Banks and Brokers may call collect: (212)
750-5833
About Bunge
At Bunge (NYSE: BG), our purpose is to connect farmers to
consumers to deliver essential food, feed and fuel to the world.
With more than two centuries of experience, unmatched global scale
and deeply rooted relationships, we work to put quality food on the
table, increase sustainability where we operate, strengthen global
food security, and help communities prosper. As the world’s leader
in oilseed processing and a leading producer and supplier of
specialty plant-based oils and fats, we value our partnerships with
farmers to improve the productivity and environmental efficiency of
agriculture across our value chains and to bring quality products
from where they’re grown to where they’re consumed. At the same
time, we collaborate with our customers to create and reimagine the
future of food, developing tailored and innovative solutions to
meet evolving dietary needs and trends in every part of the world.
Our Company is headquartered in St. Louis, Missouri, and we have
almost 23,000 dedicated employees working across approximately 300
facilities located in more than 40 countries.
Website Information
We routinely post important information for investors on our
website, www.bunge.com, in the "Investor Center" section. We may
use this website as a means of disclosing material, non-public
information and for complying with our disclosure obligations under
Regulation FD. Accordingly, investors should monitor the Investors
section of our website, in addition to following our press
releases, SEC filings, public conference calls, presentations and
webcasts. The information contained on, or that may be accessed
through, our website is not incorporated by reference into, and is
not a part of, this document.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains certain forward-looking statements,
as that term is defined in the Private Securities Litigation Reform
Act of 1995, including those relating to the EGM and the
Redomestication and the Acquisition. You can identify these
statements by the use of the words “may,” “will,” “could,”
“should,” “would,” “plans,” “expects,” “anticipates,” “continue,”
“estimate,” “project,” “intend,” “likely,” “forecast,” “probable,”
“potential,” and similar expressions. These forward-looking
statements involve risks and uncertainties that could cause actual
results to differ materially from those projected or anticipated.
Such risks and uncertainties include, but are not limited to: (1)
the inability to consummate the Redomestication or the Acquisition
within the anticipated time period, or at all, due to any reason,
including the failure to obtain the necessary shareholder or
regulatory approvals or the failure to satisfy the other conditions
to the consummation of the Acquisition; (2) the risk that the
Business Combination Agreement may be terminated, and, in certain
circumstances, require Bunge to pay a termination fee; (3) the risk
that the Redomestication or the Acquisition disrupt Bunge’s current
business and financing plans and operations or diverts management’s
attention from its ongoing business; (4) the effect of the
announcement of the Redomestication or the Acquisition on Bunge’s
ability to retain and hire key personnel and maintain relationships
with its customers, suppliers and others with whom it does
business; (5) the effect of the announcement of the Redomestication
or the Acquisition on Bunge’s operating results and business
generally; (6) the amount of costs, fees and expenses related to
the Redomestication and the Acquisition; (7) the risk that Bunge’s
stock price may decline significantly if either of the
Redomestication or the Acquisition are not consummated; (8) the
nature, cost and outcome of any litigation and other legal
proceedings, including any such proceedings related to the
Redomestication or the Acquisition and instituted against Bunge and
others; (9) among other factors that could affect Bunge’s business
such as, without limitations, the effects of weather conditions and
the impact of crop and animal disease on Bunge’s business, the
impact of global and regional economic, agricultural, financial and
commodities market, political, social and health conditions,
changes in government policies and laws affecting Bunge’s business,
including agricultural and trade policies, financial markets
regulation and environmental, tax and biofuels regulation, the
impact of industry conditions, including fluctuations in supply,
demand and prices for agricultural commodities and other raw
materials and products that Bunge sells and uses in its business,
fluctuations in energy and freight costs and competitive
developments in its industries, and operational risks, including
industrial accidents, natural disasters, pandemics or epidemics and
cybersecurity incidents; and (10) other risks to consummation of
the proposed Redomestication and Acquisition, including the risk
that either or both of the proposed Redomestication or Acquisition
will not be consummated within the expected time period or at
all.
These risks and uncertainties also include such additional risk
factors as are discussed in Bunge’s filings with the SEC, including
its Annual Report on Form 10-K for the fiscal year ended December
31, 2022, and its subsequent filings and quarterly reports. Bunge
cautions readers not to place undue reliance upon any such
forward-looking statements, which speak only as of the date made.
Bunge undertakes no obligation to update any forward-looking
statement to reflect events or circumstances after the date on
which such statement is made.
Additional Information About the Transactions and Where to
Find It
This communication does not constitute a solicitation of any
vote or approval in respect of the proposed Redomestication and
Acquisition involving Bunge, Viterra and the Sellers. In connection
with the proposed Redomestication and Acquisition, Bunge filed with
the U.S. Securities and Exchange Commission (the “SEC”) a
definitive proxy statement. Beginning on August 7, 2023, Bunge
mailed the definitive proxy statement to the shareholders of Bunge.
INVESTORS AND SHAREHOLDERS OF BUNGE ARE URGED TO READ THE
DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS CAREFULLY
AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION ABOUT BUNGE AND THE PROPOSED REDOMESTICATION
AND ACQUISITION TRANSACTIONS. Investors may obtain a free copy of
these materials at the SEC’s website at www.sec.gov or from Bunge
at its website at https://investors.bunge.com.
Participants in the Solicitation
Bunge and certain of its directors, executive officers and other
members of management and employees may be deemed to be
participants in soliciting proxies from its shareholders in
connection with the proposed Redomestication and Acquisition.
Information regarding the persons who may, under the rules of the
SEC, be considered to be participants in the solicitation of
Bunge’s shareholders in connection with the proposed
Redomestication or Acquisition is set forth in Bunge’s definitive
proxy statement for the EGM, which was filed with the SEC on August
7, 2023, at which the Redomestication and the Acquisition will be
submitted for approval by Bunge’s shareholders. You may also find
additional information about Bunge’s directors and executive
officers in Bunge’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2022, which was filed with the SEC on February
24, 2023, Bunge’s definitive proxy statement for its 2023 annual
meeting of shareholders, which was filed with the SEC on March 31,
2023 and in subsequently filed Current Reports on Form 8-K and
Quarterly Reports on Form 10-Q.
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version on businesswire.com: https://www.businesswire.com/news/home/20230814461761/en/
Media Contact: Bunge News Bureau Bunge 636-292-3022
news@bunge.com
Investor Contact: Ruth Ann Wisener Bunge Limited 636-292-3014
Ruthann.wisener@bunge.com
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