Grain News

Glencore Receives Final Regulatory Approval For Viterra Acquisition

Date Posted: December 7, 2012

Calgary, AB—Viterra Inc. (Viterra) (TSX:VT)(ASX:VTA) announces that the acquisition of Viterra by a subsidiary of Glencore International Plc (Glencore) received regulatory approval Dec. 7 from the Ministry of Commerce of the People's Republic of China (MOFCOM).

This was the final outstanding regulatory approval of Glencore's acquisition of Viterra pursuant to a court approved plan of arrangement (the Arrangement).

Viterra now expects the effective date of the Arrangement to be December 17, 2012, as a result of Viterra and Glencore having agreed to extend the date for completion of the Arrangement.

On the effective date of the Arrangement, Glencore will release the funds to be subsequently paid out to shareholders and holders of Viterra's CHESS Depositary Interests (CDIs) as described under the heading "Information for shareholders and CDI holders" below.

The necessary arrangements will also be made to delist Viterra from the Toronto Stock Exchange and the Australian Securities Exchange (ASX).

"The approvals over the past months by the Canadian courts, regulators around the world and our shareholders, who voted 99.8% in favour of the deal, demonstrate widespread support for this transaction," said Mayo Schmidt, Viterra's President and CEO.

"I wish Viterra employees and Glencore continued success in the Canadian and Australian agricultural landscape."

Information for shareholders and CDI holders

Shareholders will be entitled to receive payment of C$16.25 per share in cash (the Consideration) following the effective date of the Arrangement.

Shareholders will receive Canadian dollars unless an election is made to receive payment in Australian dollars.

Registered shareholders are required to submit a Letter of Transmittal to Computershare Trust Company of Canada, together with the certificate(s) representing shares of Viterra and all other required documents. For a replacement Letter of Transmittal, contact Computershare Trust Company of Canada toll free at 1-877-477-1538.

Registered shareholders must make their currency elections in the Letter of Transmittal by no later than 5:00 p.m. (Toronto Time) on December 18, 2012. Non-registered shareholders should contact their broker, trustee, financial institution, custodian, nominee or other intermediary to confirm matters relating to payment of the Consideration, or if they wish to elect to receive Australian dollars.

Trading of CDIs on the ASX is intended to be suspended from the open of market on December 11, 2012.

This suspension is intended to allow all trades of CDIs on ASX to settle before 6:30 p.m. (Australian Central Standard Time) on December 17, 2012 (the CDI Eligibility Date).

Each CDI holder, as of the CDI Eligibility Date, will be entitled to receive payment of C$16.25 (or the Australian dollar equivalent) per CDI in cash. CDI holders are not required to submit a Letter of Transmittal.

CDI holders can elect to receive payment in Canadian dollars. If no election is made, holders of CDIs will be deemed to have elected to receive payment in Australian dollars.

CDI holders must submit their currency elections by no later than 5:00 p.m. (Australian Central Standard Time) on December 17, 2012. For a replacement currency election form contact Radar Group Pty Ltd toll free at +61-1800-838-609.

It will no longer be possible to convert CDIs to common shares, or common shares to CDIs, from the open of market on ASX on December 14, 2012. Ceasing conversions is a precautionary measure to ensure accurate determination of holders of CDIs and common shares on the applicable registers. This will ensure holders receive the correct Consideration payable under the Arrangement.

For more information, call 403-817-1088.

See Related Websites/Articles:

more GRAIN NEWS...