Corn Products International Inc-Filing of certain prospectuses and communications for business combination transactions (425)
June 23 2008 - 5:08PM
Edgar (US Regulatory)
Bunge and
Corn Products International Merger
Employee Communication Session
June 23, 2008
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
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Our Core Values
Integrity
Excellence
Respect
Financial Success
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Transaction Background
Bunge expressed an interest in Corn Products
International
Board had fiduciary responsibility to give Bunge offer
consideration and evaluation
The more we looked at the Bunge offer, the more it
became a compelling strategic fit for our Company
and the best path to take for all stakeholders
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Transaction Overview
Deal has been approved by the Boards of both companies
Bunge to acquire Corn Products International in an all-stock
transaction valued at $56 per Corn Products common share
Value of transaction, including assumption of our debt, should
be approximately $4.8 billion
Upon closing, Corn Products International shareholders will
receive common shares of Bunge based on an exchange
formula described in the public announcement
Transaction expected to close early in the fourth quarter of 2008
Closing subject to customary conditions, including regulatory
clearances and approval by the shareholders of both companies
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Bunge at a Glance
Leading global agribusiness and food company founded in 1818
with headquarters in White Plains, New York
More than 25,000 employees in over 30 countries
2007 net sales of $37 billion and net income of $778 million
Major businesses: oilseed processing; vegetable oil, margarine
and mayonnaise; premium edible oils; and South America fertilizer
Goal: Build the best agribusiness and food company in the world
Strategy: Move to higher-value ingredients
Bunge Core Values Our Core Values
Integrity -- Integrity
Teamwork -- Excellence
Customer Focus -- Respect
Commitment -- Financial Success
Openness and Trust
Entrepreneurship
For more information, visit www.bunge.com
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Why Does This Merger Work?
Corn Products International fits Bunge's strategy to add higher-
value products to its portfolio, and Bunge will enable Corn
Products to accelerate excelling at the base business and
growing geographically
Gives Bunge a corn value chain it desires and further
agribusiness diversification
Corn Products International to become key operating subsidiary
of a much larger public company with a greater scope, breadth
and financial resources
Optimum fit for Corn Products International in today's rapidly
changing agribusiness and processing environment
Enhanced career and development opportunities for our
employees as part of larger and more diverse organization
Highly complementary to Bunge's businesses - commercially,
operationally and geographically
Creates opportunities for our business to grow more quickly and
strategically - and in more areas of the world
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Impact of Bunge Merger
Corn Products International will become a subsidiary of Bunge
Corn Products International headquarters will remain in
Westchester
No closure of industrial facilities expected
Aggregate health and welfare benefits will be comparable for the
next year; beyond that point, the company will move to
standardize benefits
Synergies are expected in areas such as procurement, logistics
and elimination of duplicate costs
Bunge and Corn Products International share a common culture
around core values and strong ethics, a rich and successful
heritage in the agribusiness and processing industries, and
talented and dedicated workforces
Both companies have a long history of respect for their people
and a strong support of the communities where operations exist
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What's Next
As is our practice, we pledge to keep you informed on
a regular basis as more information becomes
available
Integration team of people from both companies will
be formed
Communication with Bunge will occur through joint
integration teams
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Summary
For now, I ask for your patience as we work through this
transition phase together
We recognize there is some anxiety and uncertainty because all
questions cannot be answered right away
We are still a publicly traded, independent company, and we
must continue to perform in the same excellent and dedicated
way we always have
I know I can count on each and every one of you in the Corn
Products family to help make this a successful undertaking
We can take great pride in what we have accomplished as Corn
Products International and look to achieve even more in this new
chapter for our Company
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Speed Competitiveness Quality
Excel at Our Base Business
Drive Organic Growth
Expand Product Portfolios
Grow Business in High-Growth Regions
Be an Ingredient Supplier
Customers Employees
Community Shareholders
Asset
Utilization
Innovation
Integrity
Excellence
Respect
Financial Success
2008
Food Production Category
2008
Food Production Category
2008
Food Production Category
2008
Food Production Category
Rank Company Score
1 Bunge 7.08
2 Corn Products 6.85
3 Pilgrim's Pride 6.79
4 Smithfield Foods 6.34
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Impact of Bunge Merger
Forward Looking Statements
This material contains "forward-looking statements", including, among other statements,
statements regarding the proposed merger between Corn Products International, Inc. and
Bunge Limited, 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 Corn Products and Bunge.
Relevant risks and uncertainties include those referenced in Corn Products' and Bunge's
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. Corn Products assumes no obligation to update any forward-looking
statements as a result of new information or future events or developments.
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Impact of Bunge Merger
Additional Information
This material is not a substitute for the joint proxy statement/prospectus and any other
documents Corn Products International, Inc. and Bunge Limited 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 Corn Products and
Bunge with the SEC are or will be, available free of charge at the SEC's web site
(www.sec.gov), 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,
and 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.
Neither Corn Products nor Bunge is currently engaged in a solicitation of proxies from the
securityholders of Corn Products or Bunge in connection with the proposed merger. If a
proxy solicitation commences, Corn Products, Bunge and their respective directors,
executive officers and other employees may be deemed to be participants in such
solicitation. 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. 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. Additional information about the interests of potential participants will be
included in the joint proxy statement/prospectus when it becomes available.
Final Employee Communication Doc. 6.23.08
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