ADM Increases Investment in GrainCorp Limited to 19.9 percent
SYDNEY--(BUSINESS WIRE)--Archer Daniels Midland Company (NYSE: ADM) has delivered to GrainCorp
Limited (ASX: GNC) a revised non-binding proposal, with the aim of
arriving at an agreement with GrainCorp’s Board of Directors under which
they would recommend to GrainCorp shareholders an acquisition by ADM of
all of GrainCorp for A$12.20 a share in cash, with shareholders keeping
the dividend of A$0.35 announced on Nov. 15.
ADM’s revised non-binding proposal is subject to GrainCorp granting ADM
access to conduct confirmatory due diligence, completion of that due
diligence satisfactory to the ADM Board, and a recommendation from the
GrainCorp Board. ADM is ready to commence due diligence immediately and
expeditiously. Any agreement to acquire GrainCorp shares would also be
subject to limited conditions which are available at on the company
website www.adm.com.
“We consider that our revised non-binding proposal reflects the value of
GrainCorp’s business, taking into account GrainCorp’s 2012 results, its
new initiatives announced on Nov. 15, and its recently announced
ordinary and special dividends totaling A$0.35. Our proposal also offers
more certainty, greater value and immediate realization of potential
future value for GrainCorp shareholders than GrainCorp’s stand-alone
plan,” said ADM Chairman and CEO Patricia Woertz. “ADM is a disciplined
buyer, and any combination with GrainCorp must meet our key financial
hurdles, taking into consideration the impact of the Australian
agricultural cycle on GrainCorp’s earnings power.”
ADM’s proposed price represents a material increase of A$0.80 from the
initial proposal of A$11.75 made on Oct. 19, after allowing for the
recent dividends totaling A$0.35. The revised non-binding proposal
represents1:
-
a 39.6 percent premium to the last closing price of GrainCorp shares
of A$8.74 on Oct. 18;
-
a 38.8 percent premium to the one-month, volume-weighted average
GrainCorp share price of A$8.79 up to Oct. 18;
-
a 35.7 percent premium to the six-month, volume-weighted average
GrainCorp share price of A$8.99 up to Oct. 18; and
-
a 45.9 percent premium to the twelve-month, volume-weighted average
GrainCorp share price of A$8.36 up to Oct. 18.
As of Monday evening Sydney time, ADM held an economic interest in a
total of 19.9 percent of GrainCorp shares. Since Oct. 18, ADM had held
an economic interest in 14.9 percent of GrainCorp, and on Monday evening
ADM acquired an additional 5 percent of GrainCorp’s outstanding shares
for cash at a price of A$12.20 per share. ADM has received approval from
the Australian Foreign Investment Review Board to acquire up to 19.9
percent of the shares in GrainCorp.
Forward-Looking Information
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,
without limitation, with respect to any potential acquisition by ADM of
all or any portion of GrainCorp. There can be no certainty that any
discussions will result in a transaction or the entry into a definitive
agreement. 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 are described in detail in the
ADM Annual Report on Form 10-K for the fiscal year ended June 30, 2012,
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.
About ADM
For more than a century, the people of Archer Daniels Midland Company
(NYSE: ADM) have transformed crops into products that serve vital needs.
Today, 30,000 ADM employees around the globe convert oilseeds, corn,
wheat and cocoa into products for food, animal feed, industrial and
energy uses. With more than 270 processing plants, 420 crop procurement
facilities, and the world’s premier crop transportation network, ADM
helps connect the harvest to the home in more than 160 countries. For
more information about ADM and its products, visit www.adm.com.
1 Source: IRESS. Historical share prices have been adjusted
for special dividends and capital raisings
Archer Daniels Midland Company
Media Relations
Jackie Anderson, 217-424-5413
media@adm.com
Investor Relations
Ruth Ann Wisener, 217-451-8286