Corn Products International Inc-Filing of certain prospectuses and communications for business combination transactions (425)
August 05 2008 - 5:18PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 5
, 2008
BUNGE LIMITED
(Exact name of Registrant as specified in its charter)
Bermuda
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001-16625
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98-0231912
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(State or other
jurisdiction
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Commission File Number
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(IRS Employer
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of incorporation)
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Identification No.)
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50
Main Street
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White
Plains, New York
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10606
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(Address of principal
executive offices)
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(Zip code)
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(914) 684-2800
(Registrants telephone number, including area code)
N.A.
(Former name or former address, if changed since last
report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions (see General Instruction A.2.
below):
x
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 1
.01
Entry
into a Material Definitive Agreement
On August 5, 2008, Bunge Limited (Bunge), Corn Products
International, Inc. (Corn Products) and Bleecker Acquisition Corp, a
direct, wholly owned subsidiary of Bunge (Merger Sub) entered into an amendment
(the Amendment) to the Agreement and Plan of Merger and Reorganization, dated
as of June 21, 2008, among Bunge, Corn Products and Merger Sub (the Merger
Agreement).
Pursuant to the Amendment, the parties amended Section 4.03(a) of
the Merger Agreement relating to Corn Products capital stock to correct
certain technical errors in that section of the Merger Agreement. This
amendment has no effect on the previously announced aggregate transaction value
of $4.8 billion, which includes the assumption of Corn Products net debt.
In addition, the parties amended Section 8.01(e) of the Merger Agreement and
Schedule 8.01(e) to the Merger Agreement to reflect that clearance from the South
Korean antitrust regulatory authorities is not a condition to the closing of
the merger.
Item 9.01
Financial
Statements and Exhibits
(d)
Exhibits
Exhibit No.
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Description
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2.1
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Amendment, dated as of August 5, 2008, to
Agreement and Plan of Merger and Reorganization, dated as of June 21,
2008, among Bunge Limited, Bleecker Acquisition Corp. and Corn Products
International, Inc.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated:
August 5, 2008
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BUNGE LIMITED
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By:
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/s/ CARLA
L. HEISS
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Name:
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Carla L. Heiss
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Title:
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Assistant
General Counsel and
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Assistant
Secretary
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EXHIBITS
Exhibit No.
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Description
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2.1
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Amendment, dated as of August 5, 2008, to Agreement
and Plan of Merger and Reorganization, dated as of June 21, 2008, among Bunge
Limited, Bleecker Acquisition Corp. and Corn Products International, Inc.
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