Archer Daniels Midland Company (NYSE: ADM) today announced its intention
to offer, subject to market and other conditions, $1 billion principal
amount of Convertible Senior Notes due 2014 through offerings to
qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”). The notes
will be convertible under certain circumstances. Upon conversion,
holders will receive cash up to the principal amount, and any excess
conversion value will be delivered, at our election, in cash, common
stock or a combination of cash and common stock. ADM also expects to
grant the initial purchasers an option to purchase additional notes to
cover over-allotments.
Subject to customary conditions, ADM expects to use a portion of the net
proceeds from the offering and the proceeds of the warrant transactions
referred to below to repurchase up to $400 million worth of shares of
its common stock contemporaneously with the closing of the sale of the
notes. In addition, proceeds from the transactions will be used to fund
convertible note hedge transactions that ADM expects to enter into with
one or more of the initial purchasers of the notes and/or their
affiliates. Any remaining proceeds from the transactions will be added
to ADM’s working capital and will be used for general corporate purposes.
The convertible note hedge transactions are intended to reduce the
dilution to ADM common stock upon potential future conversion of the
notes. ADM also expects to enter into separate warrant transactions with
one or more of the initial purchasers and/or their affiliates. These
transactions will generally have the effect of increasing the conversion
price of the notes.
This notice does not constitute an offer to sell or the solicitation of
an offer to buy securities. Any offers of the securities will be made
only by means of a private offering memorandum. The securities and the
shares of ADM common stock issuable upon conversion or exercise of the
securities have not been, and will not be, registered under the
Securities Act or the securities laws of any other jurisdiction and may
not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements.
About Archer Daniels Midland Company
Archer Daniels Midland Company (ADM) is the world leader in BioEnergy
and has a premier position in the agricultural processing value chain.
ADM is one of the world’s largest processors of soybeans, corn, wheat
and cocoa. ADM is a leading manufacturer of biodiesel, ethanol, soybean
oil and meal, corn sweeteners, flour and other value-added food and feed
ingredients. Headquartered in Decatur, Illinois, ADM has over 26,000
employees, more than 240 processing plants and net sales for the fiscal
year ended June 30, 2006 of $37 billion. Additional information can be
found on ADM’s Web site at www.adm.com/.
Forward-Looking Statements
This press release includes forward-looking statements, within the
meaning of the Private Securities Litigation Reform Act of 1995, that
are subject to risks, uncertainties and other factors, including the
current market demand for these types of securities and the securities
of ADM and the negotiations between ADM and the initial purchasers.
These risks, uncertainties and other factors could cause actual results
to differ materially from those referred to in the forward-looking
statements. The reader is cautioned not to rely on these forward-looking
statements. Other risks that could impact the offering are described in
detail in the ADM Annual Report on Form 10-K for the year ended June 30,
2006 as filed with the U.S. Securities and Exchange Commission. All
forward-looking statements are based on information currently available
to ADM and ADM assumes no obligation to update any such forward-looking
statements.
ADM Media Relations
217/424-5413
media@adm.com