Corn Products International Inc-Filing of certain prospectuses and communications for business combination transactions (425)
September 30 2008 - 5:05PM
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 Number for Registration Statement
on
Form S-4: 333-152781
Bunge and
Corn Products Integration: Frequently Asked Questions
September 30,
2008
1.
Why are Bunge and Corn
Products combining?
Combining with Corn Products is a natural step in Bunges strategy of
entering complementary value chains.
Together, Bunge and Corn Products 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.
Both companies are leaders in their industries. By combining the two
companies, we will 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 its employees.
2.
What
is the status of securing regulatory and shareholder approvals for the
merger? When is the combination
official?
The integration of Bunge and Corn Products is on track for an expected
close in the fourth quarter.
The merger has already received anti-trust approval in the U.S. and
certain other jurisdictions. We expect
to receive remaining, necessary regulatory clearances prior to closing.
We recently set a record date of September 29 (shareholders as of
the close of business on that date are eligible to vote on the transaction) and
shareholder meetings will likely be held in mid to late November. The official closing should occur shortly
after these meetings. In the meantime
integration planning will proceed ahead.
3.
What
happens to the company when the transaction closes?
On the day of the closing Corn Products will become part of Bunge. Corn Products stockholders will become Bunge
shareholders, and Corn Products financial results will be consolidated into
Bunges. Alberto Weisser will be the
combined companys chairman and CEO, and Sam Scott will join Bunges Board of
Directors. At the same time, key
functionslegal, finance, HR and some commercial teams, for examplewill work
together closely to ensure that essential activities like financial reporting,
payroll and customer contacts are handled smoothly.
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4.
What
changes can employees expect on day one?
Most of the integration plans currently in development will be
implemented during 2009. We expect very
few changes on day one.
Information on changes and their expected timing will be communicated
as decisions are made.
5.
What
are the integration teams working on?
Over 50 teams and subgroups, comprised of employees from both Bunge and
Corn Products, are at work analyzing how best to integrate operations for
maximum growth and efficiency. The teams
are divided into larger groupings: North
America; South America; Asia and other regions; Global Growth; and General &
Administrative. Within these groupings
teams are analyzing topics ranging from distribution to IT, marketing to
procurement, legal to R&D, HR, finance and a host of other subjects. Depending on the nature of the local
business, regional teams may be focused on different topics.
The integration planning process is being overseen by a Steering
Committee comprised of the CEOs, HR heads and CFOs of each company.
The integration teams presented initial findings and ideas to the
Steering Committee on September 24.
Final recommendations will not be presented until later this year.
It is important to note that the Steering Committee will make the final
decisions regarding integration planning.
As these decisions are made and can be communicated, the Committee will
do so.
The next Steering Committee meetings will be held in October and
November.
6.
Will
there be any reductions in jobs or facility closures? When will we know about these decisions?
This is a combination of two complementary companies, and as such we do
not expect there to be significant job reductions or the consolidation of
numerous locations.
Integration teams are still at work and the Steering Committee has not
reviewed final recommendations or made any final decisions regarding these
topics. A clearer idea of the timing of
any potential decisions will likely be available after the October and November Steering
Committee meetings.
It is important to keep in mind that we are a global company that is
growing rapidly, and there may be job opportunities for current employees in
other businesses or locations.
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7.
Will
my job responsibilities change on day one or shortly thereafter? What should I tell customers, suppliers,
etc.?
Unless otherwise notified, your job responsibilities will stay the
same.
As we get closer to the closing of the merger we will provide updated
information on how to handle customer, supplier or other inquiries. Until then, Bunge and Corn Products remain
independent companies so we should conduct business as usual.
8.
Will
Corn Products become a division of Bunge or be integrated into Bunges regional
operations?
Teams are still at work analyzing the best way to integrate the
companies for maximum growth and efficiency.
Decisions on how exactly to combine the operations have not yet been
made.
9.
What
changes, if any, will be made to the Corn Products brand at close?
Corn Products will retain its brand after the merger closes.
10.
Can
I talk to people at Corn Products about the integration?
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 teams.
11.
How
can I get more information and what can I do to contribute?
If you have any questions send an email to askBunge@Bunge.com. The integration team will respond to your
inquiry directly. If the question is
general in nature, the team will ensure that it is included in future FAQ
documents so everyone has access to the reply.
Cautionary Statement
Concerning Forward-Looking Statements
This material 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.
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Additional
Information
This
material is not a substitute for the preliminary joint proxy
statement/prospectus or any other documents that Bunge and Corn Products have
filed or will file with the SEC in connection with the proposed merger. Investors and securityholders are urged to
carefully read the preliminary joint proxy statement/prospectus and any other
relevant documents filed or to be filed by Bunge or Corn Products, including
the definitive joint proxy statement/prospectus when it becomes available,
because they contain or will contain important information. The preliminary joint proxy
statement/prospectus is, 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,
New York 10606, Attention: Investor Relations, and from Corn Products by
directing a request to Corn Products International, Inc., 5 Westbrook
Corporate Center, Westchester, Illinois 60154, Attention: Investor Relations.
Bunge,
Corn Products and their respective directors, executive officers and other
employees may be deemed to be participants in a solicitation of proxies from
the securityholders of Bunge or Corn Products in connection with the proposed
merger. 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 is included in the preliminary
joint proxy statement/prospectus referred to above.
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