Grain News

CWB to Acquire Great Sandhills Terminal

Date Posted: June 24, 2014

Great Sandhills Terminal Ltd. ("GST") Board of Directors and Canadian Wheat Board ("CWB") wish to announce that they have entered into an arrangement agreement (the "Arrangement Agreement") whereby CWB will acquire, through a wholly-owned subsidiary, all of the issued and outstanding common shares of GST for cash consideration of $581.98 per share (subject to adjustment in certain circumstances) (the "Transaction"), representing total equity value, on a fully diluted basis, of $17,426,227 (subject to adjustment in certain circumstances).

The Transaction offers all GST Shareholders liquidity for their GST shares at compelling value.

GST's Board will mail a management information circular containing additional details of the Transaction in the upcoming weeks to its shareholders for approval at a meeting expected to be held in August, 2014.

GST's Board of Directors, with the benefit of advice from its financial and legal advisors, have unanimously determined that the Arrangement is in the best interests of GST and recommend that shareholders vote in favor of the Transaction.

In making this recommendation the Board of Directors considered a number of benefits of the Transaction, including CWB's access to export markets and its significant grain marketing experience, which will provide a strong, local competitive option for GST farm customers.

"Today's agreement brings together the strong reputations of both companies under one roof," said Wayne Hittel, Chairman of Great Sandhills Terminal.

"CWB's prized international brand and GST's service excellence are just two of the reasons this acquisition is a win-win for all stakeholders – CWB, GST shareholders, our local community, and all of our farmer-customers that deliver grain to GST now and in the future."

"CWB and Great Sandhills Terminal have worked very well together for many years providing farmers with valuable marketing options," said CWB president and CEO Ian White.

"We look forward to providing an even stronger value proposition to farmers as a single company.

"This purchase strengthens CWB's growing network of assets across Western Canada and provides the opportunity for an ongoing farmer ownership stake in GST through our Farmer Equity Plan."

The agreement with Great Sandhills Terminal complements CWB's recent acquisition of Prairie West Terminal by expanding CWB's country assets in western Saskatchewan to include GST's high-throughput grain handling facility near Leader, Saskatchewan and a majority stake in Great Sandhills Railway – a shortline railway operating 197 kilometers of track between Swift Current and Burstall, Saskatchewan.

In addition to the Arrangement Agreement, each member of GST's Board has entered into voting and support agreements pursuant to which they have agreed to vote their GST shares in favour of the Transaction.

For more information, call 306-628-7343.

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