- Excellent business fit brings leading market positions in corn
value chain to Bunge WHITE PLAINS, N.Y. and WESTCHESTER, Ill., June
23 /PRNewswire-FirstCall/ -- Bunge Limited (NYSE:BG) and Corn
Products International, Inc. (NYSE:CPO) today announced that they
have entered into a definitive agreement in which Bunge will
acquire Corn Products in an all-stock transaction. The aggregate
transaction value is approximately $4.8 billion, including
assumption of approximately $414 million of Corn Products' net
debt. Under the terms of the agreement, approved by the Boards of
Directors of both companies, Corn Products stockholders will
receive common shares of Bunge with a market value of $56.00 for
each share of Corn Products common stock that they own, subject to
adjustment as described below. Following the closing of the
transaction, Corn Products stockholders will own approximately 21%
of Bunge's fully diluted shares. "Combining with Corn Products
provides a unique opportunity for Bunge to establish an integrated,
global presence in the corn value chain, which is highly
complementary to our existing operations," stated Alberto Weisser,
Bunge Limited's Chairman and Chief Executive Officer. "Corn
Products is the leading pure-play franchise in corn refining and
will add higher-margin starch and sweetener products to Bunge's
product portfolio, expand our operations in important growth
markets, and diversify our revenue stream with a solid cash flow
business." Sam Scott, Chairman, President and Chief Executive
Officer of Corn Products International, said, "I am excited by this
combination. It represents a terrific opportunity to create value
for our stockholders, enhance opportunities for our employees and
provide benefits to our global partners and customers. Our
stockholders will have an ongoing equity interest in a combined
company that is well-positioned to serve customers around the world
with a broad product portfolio, integrated distribution network and
innovative products." Upon closing of the transaction, Corn
Products will become a wholly owned subsidiary of Bunge, and Mr.
Scott will join Bunge's Board of Directors. Commercial, Geographic
and Operational Opportunities The combination of Bunge and Corn
Products will create a larger, more diversified and competitive
global provider of agribusiness and food products. -- Enhanced
product portfolio: By adding Corn Products' value-added sweeteners,
starches and other ingredients to Bunge's portfolio of
agribusiness, fertilizer, edible oil and milling products, the
combined company will be well positioned to serve growing global
demand for a broad array of agribusiness and food products. The
global market for sweeteners and starches is growing at
approximately 5% per year. -- Stronger presence in attractive
geographies: The combination brings together the companies'
established strengths in core geographies, including the U.S.,
Brazil and Argentina. It also provides opportunities to build on
each other's asset networks to expand in high growth geographies,
such as China, Mexico, India, South America, Southeast Asia and
Africa. -- Complementary customer bases: By creating common and
more efficient distribution channels and improved sales and product
development capabilities, the combined company will be able to
increase its presence in shared customer segments, such as
processed food, bakery, animal feed and brewing, while serving a
larger and more diverse set of customers overall. -- Financially
compelling: Bunge expects to achieve estimated annual cost
synergies and incremental profit opportunities of $100 million to
$120 million, including savings in areas such as procurement,
logistics and elimination of duplicate costs. Additionally, the
all-stock transaction strengthens the company's balance sheet for
future growth. Mr. Weisser continued: "Corn Products has all the
right elements -- a culture that mirrors Bunge's, a rich heritage
of providing high quality products, proven financial success and a
customer-focused mindset. We look forward to welcoming Corn
Products' talented global team to Bunge and working together to
create value for our shareholders, customers and employees." After
the combination of Bunge's and Corn Products' global operations,
Bunge will have approximately 32,000 employees and operations in 40
countries. Neither company expects the closure of any industrial
facilities as a result of this transaction. Following the closing,
Corn Products will maintain its operational headquarters in
Westchester, Ill., continue its ongoing commitments to the local
communities in which it operates and continue to use the Corn
Products brand name. In 2007, Bunge reported net income of $778
million and generated total segment EBIT of $1,230 million. During
the same period, Corn Products reported net income of $198 million
and operating income of $347 million. Separately, today Bunge also
announced an increase in its 2008 annual earnings guidance.
Transaction Details Under the terms of the agreement, each share of
Corn Products common stock will be exchanged for a fraction of a
common share of Bunge determined by dividing $56.00 by the volume
weighted average closing price of a Bunge common share on the New
York Stock Exchange for the 15 trading days ending on the second
trading day prior to the date of the Corn Products stockholders
meeting, provided that if this average closing price is equal to or
greater than $133.10, each share of Corn Products common stock will
be exchanged for 0.4207 of a Bunge common share, and if this
average closing price is equal to or less than $108.90, each share
of Corn Products common stock will be exchanged for 0.5142 of a
Bunge common share. The exchange of shares in the transaction is
expected to qualify as a tax- free reorganization, allowing Corn
Products stockholders to defer any gain on their shares for U.S.
income tax purposes. The transaction is expected to close in the
fourth quarter of 2008 and is subject to the satisfaction of
customary closing conditions, including receipt of regulatory
clearances, as well as approval by the shareholders of both
companies. Credit Suisse Securities (USA) LLC and Morgan Stanley
and Co. Incorporated are acting as financial advisors to Bunge and
Shearman & Sterling LLP is serving as legal advisor. Lazard is
acting as financial advisor to Corn Products, and Sidley Austin LLP
is serving as legal advisor. J.P. Morgan Securities Inc. also
provided a fairness opinion to the Board of Corn Products.
Conference Call and Webcast Details Bunge's management will host a
conference call at 8:30 a.m. EDT on Monday, June 23, 2008, to
discuss this announcement. Additionally, a slide presentation to
accompany the discussion can be found in the 'Investor Information'
section of our Web site,
http://www.bunge.com/about-bunge/investor-info.html, under
'Investor Presentations'. To listen to the conference call, please
dial (800) 259-0251. If you are located outside of the United
States or Canada, dial (617) 614-3671. Please dial in 5 to 10
minutes before the scheduled start time. When prompted, enter
confirmation code 41842172. The conference call will also be
available live on the company's Web site at http://www.bunge.com/.
To access the webcast, click the "News and Information" link on the
Bunge homepage then select "Webcasts and Upcoming Events." Click on
the link for the "Bunge Conference Call," and follow the prompts to
join the call. Please go to the Website at least 15 minutes prior
to the call to register and to download and install any necessary
audio software. For those who cannot listen to the live broadcast,
a replay of the call will be available following the call and
continuing through July 23, 2008. To listen to the replay, please
dial (888) 286-8010, or, if located outside of the United States or
Canada, dial (617) 801-6888. When prompted, enter confirmation code
37308578. A rebroadcast of the conference call will also be
available on the company's Web site. To locate the rebroadcast on
the Web site, click on the "News and Information" link on the Bunge
homepage then select "Audio Archives" from the left-hand menu.
Select the link for the "Bunge Conference Call." Follow the prompts
to access the replay. About Bunge Limited Bunge Limited
(http://www.bunge.com/, NYSE: BG) is a leading global agribusiness
and food company founded in 1818 and headquartered in White Plains,
New York. Bunge's over 25,000 employees in over 30 countries
enhance lives by improving the global agribusiness and food
production chain. The company supplies fertilizer to farmers in
South America, originates, transports and processes oilseeds,
grains and other agricultural commodities worldwide, produces food
products for commercial customers and consumers and supplies raw
materials and services to the biofuels industry. About Corn
Products International Corn Products International is one of the
world's largest corn refiners and a major supplier of high-quality
food ingredients and industrial products derived from the wet
milling and processing of corn and other starch-based materials.
The Company, headquartered in Westchester, Ill., is a leading
worldwide supplier of dextrose and a major regional producer of
starch, high fructose corn syrup and glucose. In 2007, Corn
Products International reported record net sales and diluted
earnings per share of $3.4 billion and $2.59, respectively. The
Company has operations in 15 countries at 34 plants, including
wholly owned businesses, affiliates and alliances. For more
information, visit http://www.cornproducts.com/. Cautionary
Statement Concerning Forward-Looking Statements This press release
contains "forward-looking statements", including, among other
statements, statements regarding the proposed merger between Bunge
Limited and Corn Products International, Inc. and the anticipated
consequences and benefits of such transaction. Statements made in
the future tense, and words such as "anticipate", "expect",
"project", "continue", "believe", "plan", "estimate", "intend",
"will", "may" and similar expressions are intended to identify
forward-looking statements. These statements are based on current
expectations, but are subject to certain risks and uncertainties,
many of which are difficult to predict and are beyond the control
of Bunge and Corn Products. Relevant risks and uncertainties
include those referenced in Bunge's and Corn Products' filings with
the Securities and Exchange Commission (the "SEC") which can be
obtained as described in "Additional Information" below. Risks and
uncertainties relating to the proposed merger include: required
regulatory approvals may not be obtained in a timely manner, if at
all; the proposed merger may not be consummated; the anticipated
benefits of the proposed merger, including synergies, may not be
realized; and the integration of Corn Products' operations with
those of Bunge may be materially delayed or may be more costly or
difficult than expected. These risks and uncertainties could cause
actual results to differ materially from those expressed in or
implied by the forward-looking statements, and therefore should be
carefully considered. Bunge assumes no obligation to update any
forward-looking statements as a result of new information or future
events or developments. This news release may contain certain
non-GAAP financial measures. Reconciliations of the non-GAAP
financial measures to the most directly comparable GAAP financial
measures are available on Bunge's website at
http://www.bunge.com/about-bunge/investor-info.html under "Investor
Presentations." Additional Information This material is not a
substitute for the joint proxy statement/prospectus and any other
documents Bunge Limited and Corn Products International, Inc.
intend to file with the SEC in connection with the proposed merger.
Investors and securityholders are urged to carefully read the joint
proxy statement/prospectus regarding the proposed merger when it
becomes available, because it will contain important information.
The joint proxy statement/prospectus will be, and other documents
filed or to be filed by Bunge and Corn Products with the SEC are or
will be, available free of charge at the SEC's web site
(http://www.sec.gov/), by accessing Bunge's website at
http://www.bunge.com/ under the tab "About Bunge" and then under
the heading "Investor Information" and from Bunge by directing a
request to Bunge Limited, 50 Main Street, White Plains, NY 10606,
Attention: Investor Relations, and by accessing Corn Products'
website at http://www.cornproducts.com/ under the tab "Investors"
and then under the heading "Financial Reports" and then under the
heading "SEC Filings" and from Corn Products by directing a request
to Corn Products International, Inc., 5 Westbrook Corporate Center
Westchester, IL 60154, Attention: Investor Relations. Neither Bunge
nor Corn Products is currently engaged in a solicitation of proxies
from the securityholders of Bunge or Corn Products in connection
with the proposed merger. If a proxy solicitation commences, Bunge,
Corn Products and their respective directors, executive officers
and other employees may be deemed to be participants in such
solicitation. Information about Bunge's directors and executive
officers is available in Bunge's proxy statement, dated April 16,
2008, for its 2008 annual meeting of shareholders and in Bunge's
most recent filing on Form 10-K. Information about Corn Products'
directors and executive officers is available in Corn Products'
proxy statement, dated April 4, 2008, for its 2008 annual meeting
of stockholders and in Corn Products' most recent filing on Form
10-K. Additional information about the interests of potential
participants will be included in the joint proxy
statement/prospectus when it becomes available. DATASOURCE: Bunge
Limited CONTACT: Investors, Mark Haden, +1-914-684-3398, ; Media,
Stewart Lindsay, +1-914-684-3369, , both of Bunge Limited; Dave
Prichard, Corn Products International, +1-708-551-2592, Web site:
http://www.bunge.com/ http://www.cornproducts.com/
http://www.bunge.com/about-bunge/investor-info.html
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