Corn Products International Inc-Filing of certain prospectuses and communications for business combination transactions (425)
June 23 2008 - 4:35PM
Edgar (US Regulatory)
Filed by Bunge Limited
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
Dear Colleagues,
I am pleased to announce that Bunge has signed a definitive agreement
to acquire Corn Products, a leading corn wet miller and manufacturer of
sweeteners, starches and ingredients used by food and industrial
customers. Corn Products has approximately
7,000 employees and operations in 15 countries across North and South America,
Africa and Asia.
When finalized, the combination of Bunge and Corn Products will make us
a true global leader in the corn value chain, with dry and wet milling
operations and an array of higher-value products. Overall, we will be a stronger and more
integrated agribusiness and food company, serving more customers in more
countries with more products. Importantly,
we will also have an improved platform on which to grow our entire business.
One of Bunges four strategic pillars is to expand into new value
chains that complement our existing operations.
Corn wet milling is just such a chain.
By leveraging our expertise and operations, we will generate additional
value from Corn Products businesses. At
the same time, by integrating the people, products and operations of Corn
Products into Bunge, we will be able to do more with our existing businesses.
We see a host of opportunities to:
·
Serve common
customers in the food processor, brewing, bakery and animal feed markets with a
larger product offering;
·
Leverage sales
forces and distribution channels to increase our presence in important market
segments (an existing Bunge/Corn Products partnership in Brazil has already
shown this can work);
·
Build our combined
presence in North and South America;
·
Create
opportunities for Bunge to expand in important geographies, such as Mexico, other
parts of South America, Pakistan and Africa, where Corn Products has strong
positions, and to extend Corn Products operations deeper into India, China and
Southeast Asia, where Bunge is well-established;
·
Apply Bunges,
logistics and risk management expertise to generate incremental value from Corn
Products operations; and
·
Build a stronger
product development function.
All of these opportunities make this acquisition a transformational
step that will enable us to build an even better company.
Additionally, it makes good sense economically. Corn Products has a strong balance sheet and
is a solid generator of cash flow. Given
that Corn Products shareholders will become Bunge shareholders upon the close
of the deal, both Corn Products and Bunge investors will benefit from the
long-term potential of the larger company, which, due to its broader product
portfolio and greater geographic balance, will have more diverse earnings
streams.
So what are the next steps?
We expect the acquisition to close in the fourth quarter of this year. In the meantime, we will set up a team that
will study the best way to integrate Corn Products operations into Bunge. We have done this many times before, on large
and small scales, and, as in the past, we will approach all decisions in a
studied, fair and transparent manner.
Our values of integrity and openness and trust will be at the forefront
of our minds. You will be kept apprised
of major decisions, and, of course, you can get answers to questions by
speaking to your managers or members of the integration team.
This transaction is about growth and as such, we do not anticipate any
plant closures as a direct result of this transaction. However, there will likely be some overlap,
primarily in administrative areas, which will lead to some staffing adjustments.
It is important to emphasize that the combination of Bunge and Corn
Products is an opportunity to create something even greater than we have
todaya stronger company with more opportunities for the enterprise and its
employees.
I am confident that we will realize these opportunities. I know I can count on your support, and I thank
you as always for your dedication to Bunge.
Best regards,
Alberto Weisser
************************************************************************************************************
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 Bunges 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 Bunges 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
SECs web site (www.sec.gov), by accessing Bunges 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 Bunges
directors and executive officers is available in Bunges proxy statement, dated
April 16, 2008, for its 2008 annual meeting of shareholders and in Bunges
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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