Corn Products International Inc-Filing of certain prospectuses and communications for business combination transactions (425)
July 24 2008 - 11:27AM
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
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Second Quarter 2008 Earnings Conference Call July 24, 2008
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2 Forward-Looking Statements Todays presentation includes
forward-looking statements that reflect Bunges current views with respect to
future events, financial performance and industry conditions. These
forward-looking statements are subject to various risks and uncertainties.
Bunge has provided additional information in its reports on file with the SEC
concerning factors that could cause actual results to differ materially from
those contained in this presentation, and encourages you to review these
factors.
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3 Bunge Limited Results Overview Strong Q2 results Bunge team
performed well in a volatile, high priced market Current environment
requires more investment in working capital, effective risk management and
integrated global network of operations Long-term trends that drive global
demand growth remain steady Worlds population is increasing Living
standards in developing economies continue to improve Increasing world demand
will require greater supplies of crops and smooth global trade Being global
and integrated with broad product and service offering will be essential
Bunges role is to improve the global agribusiness and food production chain
Providing the logistics network which links regions of production &
consumption Processing products efficiently and safely to reduce delivered
cost of food Invested billions of dollars since IPO to be able to fulfill
this role Benefiting today from these investments Still have more to do
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4 Bunge Corn Products Combination Complementary Global
Operations Corn Products & Bunge Bunge Corn Products Approximately 32,000
employees in 40 countries Corporate Headquarters
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5 Bunge Corn Products Combination 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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6 Bunge Limited Results Quarter Ended June 30 28% $7.56 $1,040
$1,520 67,281 2008 25% $1.35 $182 $302 65,153 2007 NA 460% 471% 403% 3% %-
^
NA 25% 28% Effective Tax Rate
(2) 319% $1.30 $5.45 Earnings per Share 347% $168 $751 Net Income 331% $250
$1,078 Total Segment EBIT (1) 2% 35,441 36,318 Volume (000 mt) %-
^
2007 2008 Quarter Ended June
30, Six Months Ended June 30, $ in millions excl. volume & EPS (1) Total
segment EBIT is a non-GAAP financial measure. A reconciliation to the most
directly comparable GAAP measure is included elsewhere in this presentation.
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7 Segment Results Quarter Ended June 30 $ in millions 1% (1)% 3%
%-
^
EBIT Volumes 97% $36 $71 2,396 2,412 Food Products (1) 454% $71
$393 3,045 3,000 Fertilizer 329% $143 $614 30,000 30,906 Agribusiness %-
^
2007 2008 2007 2008 (1)
Includes edible oil products and milling products segments.
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8 Bunge Limited Balance Sheet Summary (1) Current assets
(excluding cash and cash equivalents and marketable securities) less Current
liabilities (excluding short term debt and current portion of long term
debt). (2) 12 month rolling average $7,945 $4,547 49.6 $3,358 $5,924 $5,810
Dec. 31, 2007 53.4 48.8 Cash Cycle Days (2) $3,227 $5,332 Readily
Marketable Inventories $6,148 $9,475 Shareholders Equity $4,599 $5,746 Total
Debt $4,839 $8,792 - Inventories $5,307 $8,098 Operating Working Capital (1)
June 30, 2007 June 30, 2008 $ in millions
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9 Bunge Limited Managing the Growth of the Business 50 150 250
350 450 550 650 2001 2002 2003 2004 2005 2006 2007 2008 Index 2001 base year
= 100 Annual average of monthly data Gross Debt Shareholders Equity Net
Sales Operating Working Capital As of 6/30
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10 Quarter Ended June 30, Six Months Ended June 30, Bunge
Limited Cash Flow Summary $(776) $(483) $(594) $(130) Cash Flow from
Operations $(210) $(372) $(126) $(224) Capital Expenditures $(1,045) $(1,692)
$(820) $(1,059) Working Capital Changes $269 $1,209 $226 $929 Funds from Operations
(before working capital changes) 2007 2008 2007 2008 $ in millions
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11 Bunge Limited Financial Liquidity Committed Credit
Facilities Actions to be taken: Roll-over $1 billion, 364-day, revolving
credit facility maturing in Nov-2008 Refinance $500 million Notes maturing
in Dec-2008 as of 6/30/2008 Total Amount Amount $ in millions Maturities
availability outstanding available Commercial Paper 2012 $600 $67 $525
Revolving Credit Facilities 2008-2011 $3,100 $1,750 $1,350 Total $3,700
$1,817 $1,875
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12 Bunge Limited 2008 Outlook Market fundamentals remain solid
Large harvests expected in U.S. and Europe Acreage must expand in South
America to supply global market Fertilizer fundamentals should remain
strong Food products showing improvement Though not without challenges
Strong Brazilian real and higher crop input costs continue to pressure farm
economics Higher raw material costs could pressure margins in fertilizer
and edible oils High agricultural commodity prices could start to slow
demand growth for proteins and vegetable oils Government policy changes can
disrupt trade flows Increasing full year earning guidance from $9.35 to $9.65
per share to $11.60 to $11.90 per share (1) (1) Based on 138 million shares
outstanding, which includes assumed dilution relating to Bunges convertible
preference shares.
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13
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14 Below is a reconciliation of total segment EBIT to net
income: Backup: Non-GAAP Reconciliation (1) Includes other amounts not
directly attributable to Bunges operating segments. $168 2 28 (70) (79) 37
$250 2007 $751 46 (337) (90) 54 $1,078 2008 $182 $1,040 Net income
Other (1) 37 60 Minority interest share of interest and tax (76) (454) Income
tax (149) (188) Interest expense 68 102 Interest income $302 $1,520 Total
segment EBIT 2007 2008 ($ in millions) (1) Includes other amounts not
directly attributable to Bunges segments. Quarter Ended June 30, Six Months
Ended June 30,
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15 Backup: Non-GAAP Reconciliation Notes Total segment earnings
before interest and tax Total segment earnings before interest and tax
(EBIT) is Bunges consolidated net income that excludes interest income and
expense and income tax attributable to each segment. Total segment EBIT is a
non-GAAP financial measure and is not intended to replace net income, the
most directly comparable GAAP financial measure. Total segment EBIT is an
operating performance measure used by Bunges management to evaluate its
segments operating activities. Bunge believes EBIT is a useful measure of its
segments operating profitability, since the measure reflects equity in
earnings of affiliates and minority interest and excludes income taxes.
Income taxes are excluded as management believes they are not material to the
operating performance of its segments. Interest income and expense have
become less meaningful to the segments operating activities as Bunge is
financing more of its working capital with equity rather than debt. In
addition, EBIT is a financial measure that is widely used by analysts and
investors in Bunges industries. Total segment EBIT is not a measure of
consolidated operating results under U.S. GAAP and should not be considered
as an alternative to net income or any other measure of consolidated
operating results under U.S. GAAP.
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16 Below is a reconciliation of total long-term and short-term
debt to net financial debt and to net financial debt less readily marketable
inventories: Backup: Non-GAAP Reconciliation June 30, 2008 ($ in millions)
Short-term debt $1,426 Long-term debt, including current portion 4,320 Total
debt (1) 5,746 Less: Cash and cash equivalents (1) 1,100 Marketable
securities 40 Net financial debt 4,606 Less: Readily marketable inventories
5,332 Net financial debt less readily marketable inventories $(726) December
31, 2007 June 30, 2007 $590 3,957 4,547 981 5 3,561 3,358 $203 $833 3,766
4,599 466 15 4,118 3,227 $891 (1) Includes total debt of $16 million, $26
million and $54 million and cash and cash equivalents of $688 million, $449
million and $229 million as of June 30, 2008, December 31, 2007 and June 30,
2007, respectively, relating to Fosfertil.
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17 Backup: Non-GAAP Reconciliation Notes Net Financial Debt Net
financial debt is the sum of short-term debt, current maturities of long-term
debt and long-term debt, less cash and cash equivalents and marketable
securities. Net financial debt is presented because management believes it
represents a meaningful measure of Bunges leverage capacity and solvency.
Net financial debt is not a measure of solvency under U.S. GAAP and should
not be considered as an alternative to total debt as a measure of solvency.
Net financial debt less readily marketable inventories (RMI), or net
financial debt less RMI, is the sum of short-term debt, current maturities of
long-term debt and long-term debt, less cash and cash equivalents, marketable
securities and readily marketable inventories. Net financial debt less RMI is
presented because management believes it represents a more complete picture
of Bunges leverage capacity and solvency since it adjusts for readily
marketable inventories. Readily marketable inventories are agricultural
inventories that are readily convertible to cash because of their commodity
characteristics, widely available markets and international pricing
mechanisms. Net financial debt less RMI is not a measure of leverage capacity
and solvency under U.S. GAAP and should not be considered as an alternative
to total debt as a measure of solvency.
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18 Additional Information On June 21, 2008, Bunge and Corn
Products International, Inc. (Corn Products) entered into a merger agreement
pursuant to which Bunge will acquire Corn Products. This material is not a
substitute for the joint proxy statement/prospectus and any other documents
Bunge and Corn Products 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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