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
Bunge/Corn
Products
Employee Talking Points
Corn wet milling is a
natural next step for Bunge
·
The acquisition of Corn Products is
consistent with our growth strategy of entering complementary value chains in
which we can leverage our expertise and operations to succeed
Bunge and Corn Products are
a good fitthey complement each other commercially, geographically and operationally
·
The transaction will create a stronger company
that offers customers a broader product portfolio and better customer service
º
The companies
service some common customer groups, including food processing, bakery, animal
feed and others
·
The combined company will have additional opportunity
for growth in important geographies
º
Core geographies
where both companies have significant operations, such as North America, Brazil
and Argentina
º
And other geographies
where the companies can leverage each others operations to enter or expand (Bunge
in Mexico, South America and Africa; Corn Products in India, China and
Southeast Asia)
·
Opportunities will exist to generate greater
value from existing operations.
Specifically:
º
Improved
logistics, risk management
º
Enhanced
product development and innovation
º
Shared
distribution
No significant changes in
operations are anticipated
·
The goal is to create a larger, stronger and
more diverse company with more opportunities for the enterprise and its
employees
·
Some synergies in administrative functions
are anticipated, but no closures of industrial operations are expected as a direct
result of the combination
·
Corn Products to retain operational HQ in
Chicago area and keep its name
Stay focused on existing
goals, customers and operations
·
The transaction is expected to close in the
fourth quarter of this year
·
Until then, operations, customer
relationships, policies and procedures will continue as normal
Integration will be handled
openly and fairly
·
We will establish an integration team composed
of representatives from both companies.
It will begin the careful and deliberate process of planning the best
and most efficient organizational structure
Bunge/Corn Products
·
We will follow our core values of openness
and trust and integrity, and will keep you informed of major decisions
·
Encourage you to visit our Web site
·
We welcome questions and have set up an email
hotline, askbunge@bunge.com, that you can contact with inquiries
***********************************************************************************************************
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.
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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