Corn Products International Inc-Filing of certain prospectuses and communications for business combination transactions (425)
June 23 2008 - 1:15PM
Edgar (US Regulatory)
Filed by Corn Products International, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Corn Products International, Inc.
Commission File No.: 001-13397
Bunge and Corn Products to Combine
June 23, 2008
Creating a strategically balanced and diverse
agribusiness and food products leader
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Forward Looking Statements
This presentation 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.
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Bunge 2008 Guidance Update
Increasing 2008 full year net income guidance from $7.10 to $7.40 per share to $9.35 to
$9.65 per share*
Market fundamentals remain solid
Customer demand has remained firm despite high price commodity environment
Oilseed processing margins generally strong worldwide
Fertilizer business benefiting from high international prices
However, not without risks
Volatile, high price environment creates certain challenges for our industry
Managing working capital and risk will continue to be essential in the coming months
*Based on 138 million shares outstanding, which includes assumed dilution relating to Bunge's convertible preference shares.
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Overview of Transaction
See slide 13 for transaction details
Structure: Stock-for-stock merger, tax free to Corn Products
stockholders
Terms: Each share of Corn Products stock to be exchanged
for a fraction of a Bunge share equal to $56.00 in
value, subject to adjustment
For example, based on the 15-day volume-weighted average closing
price of Bunge shares ending June 20, 2008 ($121.00), Corn Products
stockholders would receive 0.4628 of a Bunge share for each Corn
Products share
Valuation: Represents 30.5% premium to the June 20, 2008 closing price of
$42.90 and 24.7% premium to the 20-day average trading
price of $44.90
Aggregate transaction value of $4.8 billion, including
assumption of approximately $414 million of Corn
Products' net debt
Timing: Expected to close in 4th quarter 2008
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Compelling Strategic Rationale
Broadens product portfolio and deepens customer relationships
Adds Corn Products' value-added sweeteners/starches to Bunge's portfolio of agribusiness,
fertilizer, edible oil and milling products
Broader product portfolio and integrated distribution creates stronger single-source supplier
Improves balance and strengthens presence in attractive geographies
Extends footprint in key geographies (North and South America)
Provides opportunity to expand in high growth geographies (China, Mexico, India, South America,
Southeast Asia, Africa)
Economically attractive transaction for both shareholders
Enables incremental value creation through integration of corn, oilseeds and other value chains
Establishes new growth platform for Bunge
Corn Products stockholders to participate in larger global entity with leading positions in key
growth markets
Positive impact on balance sheet supports future growth
Bunge is a proven operator with history of successful acquisitions
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Corn Products - Leader in Corn-Based Products
Solid fundamentals with strong earnings growth, balance sheet and cash flow generation
2003-2008e EPS CAGR expected to be between 22% and 24%
Solid balance sheet
Strong cash flow generation
A leading global corn refiner and supplier of higher-value food ingredients and industrial
products
Sweetener products (57% of 2007 sales): high fructose corn syrup, glucose corn syrups, dextrose
Starch-based products (22% of 2007 sales): industrial and process food starches, fermentation
Co-products (21% of 2007 sales): refined corn oil, corn gluten
Customers span 70 countries in 60 industries across food and industrial markets
Processed food, 25%; Soft Drink, 16%; Brewing Industry, 11%; Animal Feed, 11%; Other, 37%
Global footprint with 34 plants across 15 countries with leading production share positions
in numerous key growth geographies
Only North American corn refiner with full-scale starch and sweetener facilities in all three countries
Leading share of capacity in South America, Mexico, Canada and Pakistan
Top tier producer in South Korea and Thailand
Consistent, increasing global demand anticipated over long-term
Global starch and sweetener market growing at approximately 5% per year
Rising per capita income, improved diets
Enhanced technologies and innovative product applications
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Complementary Global Operations
Corn Products & Bunge
Bunge
Corn Products
Approximately 32,000 employees in 40 countries
Corporate Headquarters
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Highly Complementary Value Chain
Improved supply chain
and risk management
New food ingredients
Fermentation & enzyme
technologies
Combined product
innovation
Enhanced sales &
distribution
Origination
Logistics
Risk Management
Corn (Dry Milling)
Corn (Wet Milling)
Oilseeds & Grains
Sugar & Biofuels
Fertilizer
Distribution to
Customers
Innovation
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Enhanced Product Portfolio
Margin
Ag Products
Staple Products
Higher Value-Added &
Specialty Ingredients
Raw grains
Corn gluten feed
Soybean meal
Corn gluten meal
Crude vegetable oils
Sugar
Glucose
HFCS
Glucose syrups
Specialty vegetable oils
High maltose syrup
Liquid dextrose
Regular starch
Syrup blends
Margarines
Refined corn oil
Mayonnaise
Wheat flour
Refined & packaged veg oils
Corn grits, meals & flours
Value-Added Products
Polyols
Fermentation products
Crystalline dextrose
Health and wellness
Fertilizer
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Greater Opportunities to Serve Larger Customer Base
Farmers
Livestock
Producers
Food Service
Retail/Grocery
Distribution, Sales, Innovation
Animal Feed
Bakery
Brewing
Food
Processors
Beverage Industry
Paper
Dairy
Industrial & Chemical
Pharma/Personal
Care
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Economically Attractive
Shareholders of both companies will have the opportunity to participate in a larger
scale, first-tier agribusiness and food company
Anticipated annual cost synergies and incremental profit opportunities in the range of
$100 to $120 million
Cost savings expected in areas such as procurement, logistics and elimination of duplicate costs
Positive impact on balance sheet supports future growth
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Bunge's Strong Track Record of Successful Integration
Corn Products is latest and largest acquisition
Walter Rau
Ceval
Manah
La Plata Cereal
Kama Foods &
Poland mergers
(Ewico, ZPT Olvit, Olvit-Pro)
1997-1999
2000-2003
2003-2007
2008
IAP
Ouro Verde
Established leading position in Brazil oilseed processing
Expanded fertilizer business
Cereol
Expanded fertilizer business
Built stronger position in Argentina agribusiness
Created leading global agribusiness and food company
Established leading edible oil position in Poland
First asset in complementary sugar value chain
Santa Juliana
Corn Products
Entry into higher value edible oil products in Europe
Creates larger, more diversified global company
Key Acquisitions
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Overview of Transaction - Detail
Structure: Stock-for-stock merger in which a newly formed subsidiary of Bunge will merge
into Corn Products so that Corn Products becomes a wholly owned subsidiary of
Bunge
Terms: Each share of common stock of Corn Products will be converted
into the right to receive 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 NYSE during the 15-trading days ending on
the second trading day before the date of the Corn Products stockholder meeting,
except 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. Following the closing of the transaction, Corn Products stockholders will
own approximately 21% of Bunge's fully diluted shares.
Valuation: $4.8 billion, including the assumption of approximately $414 million of Corn
Products' net debt.
Timeline: The merger is expected to close in the fourth quarter of this year, subject to
satisfaction of customary closing conditions, as well as approval by the
shareholders of both companies.
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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 (www.sec.gov), by accessing Bunge's website at 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 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.
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