Corn Products International Inc-Filing of certain prospectuses and communications for business combination transactions (425)
June 23 2008 - 4:36PM
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
Q+A
1.
What are the benefits of this
transaction?
·
This transaction will create a stronger company
with an integrated, global presence in the corn value chain, enhanced product offerings,
an expanded presence in important growth geographies and a diversified revenue
stream.
·
Bunge and Corn Products are both leaders in
their market segments. By combining the two companies, we have the opportunity
to develop new customer relationships and strengthen existing ones by offering
a broader product portfolio and by integrating distribution.
·
The goal is to create a larger, stronger and
more diverse company with more opportunities for the enterprise and our
employees.
2.
Dont we already have a large
corn milling business? How will it be affected?
·
Bunge
and Corn Products both participate in the corn value chain, but in
complementary businesses.
·
Bunge
is an originator and exporter of corn and operates a corn dry milling business
in North America. Corn Products is a
leading global refiner of corn using a wet milling process that produces
sweeteners, starches and co-products like refined corn oil and corn meal and gluten.
·
Both
companies serve customers in the food processor, brewing, confectionary, bakery
and animal feed industries, so there will be opportunities to deepen our
relationships with current customers and gain new ones.
3.
What is the plan for integrating
the two companies?
·
An integration team will be formed to 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 consider all decisions in a
thorough, fair and transparent manner and keep employees informed throughout
the process.
4.
How will the transaction impact
our current operations? How will it affect my job?
·
There
will be no immediate impact.
·
Corn
Productss operations complement Bunges existing businesses. So looking ahead,
we will see improvements in certain areas.
Some areas will not be affected by the combination as greatly.
Bunge/Corn Products
·
Employees
should continue to move forward with the goals that we have set for the year including
continuing to improve safety and productivity, building our customer
relationships and growing our core businesses.
5.
Will any of our operations be
moving? Will I have to relocate?
·
Corn
Products and Bunge both have strategically placed their assets to support their
businesses. The integration team will
assess our joint operations and make suitable recommendations.
6.
Will jobs be cut once the
companies are combined?
·
Corn
Productss operations complement rather than overlap Bunges existing
businesses, so we anticipate few job cuts in field operations.
·
It
may be necessary to eliminate some administrative positions where duplicate
responsibilities exist. We will treat all affected employees fairly and in
accordance with local customs and regulations.
·
As
we work through the integration process, we will have a clearer understanding
of staffing needs. In keeping with our core value of openness and trust, we
will inform employees of integration efforts and decisions regarding jobs in a
timely manner.
·
Additionally,
it is important to keep in mind that we are a global company that is rapidly
growing, and we may have job opportunities in other businesses.
7.
How will this affect my
compensation and benefits? (401K,
health, equity incentives, pension, time off)
·
There
will be no immediate changes to your benefits package. Bunge and Corn Products offer their employees
competitive benefits packages, and the integration team will carefully review
both before making any recommendations. We will communicate any decisions to
employees once they are made.
8.
Will this transaction create job
growth or result in a hiring freeze?
·
We
will continue to staff our operations as needed, looking for the best qualified
candidates internally, then externally.
·
Combining
the two companies builds a stronger, more diverse company, so we anticipate
growth opportunities for employees in both companies.
9.
Did Bunge alert my union
leadership about this acquisition? Will Bunge honor our current union
contracts?
·
We
are following appropriate protocols with unions and workers councils on all
continents, and will honor our current union contracts.
Bunge/Corn Products
10.
How will this affect my customers? What should I tell them?
·
In
the near-term, there should be no changes to our daily operations or our
customer relationships.
·
Ultimately,
we believe the combined company will provide our customers with a stronger
business partner that can efficiently provide a wider variety of products and
services.
·
You
can tell them that it is business as usual at Bunge and that we will keep them
informed of any changes that may affect them.
·
Your
manager or your regional communications department can help you with any
specific customer questions. You can also send questions to AskBunge@Bunge.com.
11.
Will Corn Products and/or its subsidiaries change their brands?
·
The
plan is to keep our brands as they are.
12.
Will Corn Products still maintain its operational headquarters outside
of Chicago?
·
Yes,
Corn Products will maintain its operational headquarters in Westchester, IL.
13.
What happens if the transaction doesnt close?
·
With
Bunges established track record of successfully completing disciplined
acquisitions to strengthen our company, we fully expect the transaction to
close.
·
If,
for some reason it does not, Bunge would continue to build on our success in
our existing businesses and look for additional opportunities that complement
our current product offerings.
14.
May I talk to friends or former colleagues I have at Corn Products?
·
For now, Corn Products and Bunge remain
separate companies and, as such, employees at Bunge and Corn Products should
talk to one another only in the normal course of business or otherwise at the
specific direction of the integration team.
15.
Where can I go with specific questions and concerns?
·
You
can direct specific questions and concerns to AskBunge@Bunge.com. You can also ask
your manager or supervisor. If he or she cannot answer your question, it will
be forwarded to the integration team.
·
As
we move forward with the integration, we will be setting up a number of
communications channels to help keep employees apprised of integration efforts
and decisions in a timely manner.
Bunge/Corn Products
·
For
more information about Corn Products, you can visit www.Corn Products.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 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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