MINNEAPOLIS, MN, July 8, 2019 /CNW/ - Ceres Global Ag Corp.
(TSX: CRP) ("Ceres" or the "Company"), a global agricultural,
energy and industrial products merchandizing and supply chain
company, announced today that it has secured an exclusive option to
acquire Delmar Commodities, Ltd. based in Winkler, Manitoba ("Delmar"). Subject to
successful completion of due diligence activities and the
finalization of a definitive share purchase agreement, Ceres hopes
to close this potential acquisition on or about August 1, 2019.
Under the terms of the option agreement, Ceres has the right
through July 31, 2019 to purchase all
of Delmar's issued and outstanding shares for CAD $16 million in cash paid to Delmar's
shareholders, and the assumption of approximately CAD $7.6 million in existing term debt. Delmar
would operate as a subsidiary of Ceres, with Delmar's operations
and approximately 55 employees strategically integrated into Ceres'
overall operational network.
"We believe the addition of Delmar's grain assets to be an
important first step in adding strategic origination for our core
products, while also significantly advancing our portfolio
diversification strategy with the inclusion of their soybean crush,
agricultural seed sales & distribution and birdfeed product
lines," said Robert Day, President
and Chief Executive Officer of Ceres. "We see significant value in
Delmar's capabilities, market knowledge and customer relationships,
but perhaps the most attractive aspect of Delmar is its people and
their talent. This potential combination is an important step for
Ceres as we execute our growth strategy, and we look forward to
untapping the potential our teams can have working together."
"We are excited about the prospects of being a part of Ceres'
business and team," said Dale Heide,
President of Delmar. "Delmar's growth ambitions and plans, combined
with Ceres' customer network and access to capital, would provide
us with a unique opportunity to profitably grow together."
Ceres commenced due diligence on a potential acquisition of
Delmar in February 2019. There can be no assurance that
Ceres's due diligence will be concluded to its satisfaction or that
an acquisition will be successfully concluded.
About Ceres Global Ag Corp. (ceresglobalagcorp.com)
Through its network of commodity logistics centers and team of
industry experts, Ceres procures and supplies North American
agricultural commodities and value-added products, industrial
products, fertilizer, energy products and reliable supply chain
logistics services to customers worldwide.
Ceres operates five locations, Duluth,
MN; Minneapolis, MN;
Shakopee, MN; Northgate,
Saskatchewan; and Port Colborne, Ontario, and is headquartered
in Minneapolis, MN. Its facilities
throughout North America have an
aggregate grain and oilseed storage capacity of approximately 29.7
million bushels.
Ceres also has a 50% interest in Savage Riverport, LLC, a joint
venture with Consolidated Grain and Barge Co., a 25% interest in
Stewart Southern Railway Inc., a short-line railway located in
southeast Saskatchewan with a
range of 130 kilometers, and a 17% interest in Canterra Seed
Holdings Ltd, a Canada-based seed
development company.
For more information, please visit www.ceresglobalagcorp.com
About Delmar Commodities, Ltd.
Delmar Commodities, Ltd. is a Manitoba-based agricultural processing and
supply chain company with four primary business lines: Grain
merchandizing, soybean crush, birdfeed production and sales, and is
the exclusive distributor in western Canada of Legend Seed products under a license
and distribution agreement with Legend Seeds, USA.
For more information, please visit
www.delmarcommodities.com.
Cautionary Notice: This news release contains
"forward-looking information" within the meaning of applicable
Canadian securities legislation and United States securities laws. Forward-looking
information may include, but is not limited to, statements
regarding future operations and results, anticipated business
prospects and financial performance of Ceres and its subsidiaries,
including the potential acquisition of Delmar, the plans, costs,
timing and capital for the further development of the Northgate
Commodities Logistics Centre, expectations or projections about the
future, strategies and goals for growth, expected and future cash
flows, costs, planned capital expenditures, regulatory change,
general economic political and market conditions anticipated
capital projects, construction and completion dates, operating and
financial results, critical accounting estimates, the expected
financial and operational consequences of future commitments.
Generally, forward-looking information can be identified by the use
of forward-looking terminology such as "plans", "expects" or "does
not expect", "is expected", "budget", "scheduled", "estimates",
"forecasts", "intends", "anticipates" or "does not anticipate",
"believes", "may have implications" or variations of such words and
phrases or statements that certain actions, events or results
"may", "could", "would", "might", or "will be taken", "occur", or
"be achieved." Forward-looking information is based on the opinions
and estimates of management at the date the information is made,
and is based on a number of assumptions and subject to a variety of
risks and uncertainties and other factors that could cause actual
events or results to differ materially from those projected in the
forward-looking information. Key assumptions upon which such
forward-looking information relating to the subject matter of this
press release is based include satisfactory completion
of due diligence, obtaining the necessary financing on reasonable
commercial terms to fund the acquisition of Delmar, successfully
integrating Delmar's operations and its employees into Ceres'
overall business, as well as those matters listed in the
"Forward-Looking Information" section of the MD&A for the
period ended March 31, 2019. Many
such assumptions are based on factors and events that are not
within the control of Ceres and there is no assurance they will
prove to be correct. Factors that could cause actual results to
vary materially from results anticipated by such forward-looking
information include, among others, risks related to weather,
politics and governments, changes in environmental and other laws
and regulations, competitive factors in agricultural, food
processing and feed sectors, construction and completion of capital
projects, labour, equipment and material costs, access to capital
markets, interest and currency exchange rates, technological
developments, global and local economic conditions, the ability of
Ceres to successfully implement strategic initiatives and whether
such strategic initiatives will yield the expected benefits, the
operating performance of the Corporation's assets, the availability
and price of commodities and regulatory environment, processes and
decisions. Although Ceres has attempted to identify important
factors that could cause actual actions, events or results to
differ materially from those described in forward-looking
information, there may be other factors that cause actions, events
or results that are not anticipated, estimated or intended. There
can be no assurance that forward-looking information will prove to
be accurate, as actual results and future events could differ
materially from those anticipated in such information. Ceres
undertakes no obligation to update forward-looking information if
circumstances or management's estimates or opinions should change,
except as required by applicable securities laws. The reader is
cautioned not to place undue reliance on forward-looking
information.
SOURCE Ceres Global Ag Corp.