Bunge to merge with Viterra in a stock and cash transaction

Bunge Limited announced it has entered into a definitive agreement with Viterra Limited, a private company limited by shares incorporated under the laws of Jersey, together with certain affiliates of Glencore PLC, Canada Pension Plan Investment Board and British Columbia Investment Management Corporation, to merge with Viterra in a stock and cash transaction. Under the terms of the agreement, which was unanimously approved by the Boards of Directors of Bunge and Viterra, Viterra shareholders would receive approximately 65.6 million shares of Bunge stock, with an aggregate value of approximately $6.2 billion, and approximately $2.0 billion in cash, representing a consideration mix of approximately 75% Bunge stock and 25% cash. As part of the transaction, Bunge will assume $9.8 billion of Viterra debt, which is associated with approximately $9.0 billion of highly-liquid Readily Marketable Inventories. In addition, Bunge plans to repurchase $2.0 billion of Bunge’s stock to enhance accretion to adjusted EPS. Bunge intends to commence repurchases as soon as practically possible, subject to market conditions and SEC rules on trading restrictions, and expects to complete the Repurchase Plan no later than 18 months post transaction close. Viterra shareholders would own 30% of the combined company on a fully diluted basis upon the close of the transaction, and approximately 33% after completion of the Repurchase Plan. Following the close of the transaction, the combined company will be led by Greg Heckman, Bunge’s Chief Executive Officer, and John Neppl, Bunge’s Chief Financial Officer. Viterra Chief Executive Officer David Mattiske will join the Bunge Executive Leadership Team in the role of Co-Chief Operating Officer. The combined company will operate as Bunge, NYSE: BG with operational headquarters in St. Louis, Missouri. Viterra’s current headquarters in Rotterdam will be an important commercial location in the future of the combined company. The Bunge Board of Directors is expected to be comprised of eight Bunge nominated representatives and four representatives nominated by Viterra shareholders after the completion of the transaction. Glencore and CPP Investments will each enter into a shareholder agreement with Bunge at the closing of the transaction (the “Shareholder Agreements”) and each will initially be able to nominate two Bunge board members. Pursuant to the Shareholder Agreements, Glencore and CPP Investments have agreed, among other things, to certain standstill provisions until their ownership falls below a threshold percentage and to a 12-month lock-up period on sales of Bunge shares. The merger is expected to close in mid-2024, subject to satisfaction of customary closing conditions, including receipt of regulatory approvals and approval by Bunge shareholders.