Viterra Finance B.V. - ANNOUNCEMENT

ROTTERDAM, The Netherlands, Sept. 9, 2024 /PRNewswire/ --

Viterra Finance B.V.

(incorporated with limited liability under the laws of the Netherlands (besloten vennootschap met beperkte aansprakelijkheid) and registered in the Dutch Trade Register of the Chamber of Commerce (Kamer van Koophandel) under number 24439643) (the "Existing Issuer")

ANNOUNCEMENT

to the holders of

(i) €500,000,000 0.375% Notes due 24 September 2025 (ISIN: XS2389688107) (of which €500,000,000 is currently outstanding) (the "2025 Notes"); and (ii) €700,000,000 1.00% Notes due 24 September 2028 (ISIN: XS2389688875) (of which €700,000,000 is currently outstanding) (the "2028 Notes", together with the 2025 Notes, the "Notes", and each a "Series"),
each guaranteed by Viterra Limited and Viterra B.V. (the "Existing Guarantors") and
issued under the €5,000,000,000 euro medium term note programme of the Existing Issuer (the "Programme")

The Existing Issuer announces that it is inviting the eligible holders of each Series of the Notes (the "Noteholders") guaranteed by the Existing Guarantors issued under the Programme, to consent (the "Consent Solicitations") to (i) the substitution of Bunge Finance Europe B.V. (the "New Issuer") in place of the Existing Issuer as issuer and principal debtor in respect of each Series of the Notes, (ii) the substitution of Bunge Global SA ("Bunge" or "New Guarantor") as guarantor in place of the Existing Guarantors in respect of each Series (both (i) and (ii) with effect from the Substitution Date (as defined herein)), and (iii) certain consequential modifications to the terms and conditions of the Notes and other documents relating to the relevant Series (the "Proposals") for approval by an Extraordinary Resolution at a separate meeting (including any adjourned such meeting) of the holders of each such Series. The Consent Solicitations are being made pursuant to a consent solicitation memorandum (the "Consent Solicitation Memorandum") distributed to Noteholders on the date hereof on the website of the Information and Tabulation Agent, dated 9 September 2024. Capitalised terms used herein and not otherwise defined shall have the meanings ascribed to them in the Consent Solicitation Memorandum.

Notes targeted in the consent solicitations:

Notice of Meetings in Respect of the Notes

A copy of the Notice of Meetings will be available on the website of Euronext Dublin (https://direct.euronext.com/#/rispublication ) and upon request from the Information and Tabulation Agent.

Background to the Consent Solicitation

On 13 June 2023, Bunge Limited entered into a definitive business combination agreement (the "Business Combination Agreement") with Viterra Limited, one of the Existing Guarantors, Danelo Limited, a private company incorporated in Jersey, CPPIB Monroe Canada, Inc., a company incorporated in Canada, Venus Investment Limited Partnership, a limited partnership formed under the laws of the Province of Manitoba, Canada and Ocorian Limited, a private company incorporated in Jersey, solely in its capacity as trustee of the Viterra Employee Benefit Trust (collectively, the "Sellers"), pursuant to which the New Guarantor agreed to acquire Viterra Limited as a wholly-owned subsidiary (the "Acquisition"). Bunge Limited's shareholders approved the Acquisition at an extraordinary general meeting held on 5 October 2023. On 1 November 2023, the New Guarantor and its subsidiaries (the "Group") completed the change of the jurisdiction of incorporation of its group holding company from Bermuda to Switzerland, which resulted in the shareholders of Bunge Limited becoming, on a one-for-one basis, the holders of all the issued and outstanding registered shares, par value $0.01 per share, of the New Guarantor.

Under the terms of the Business Combination Agreement, the shareholders of Viterra Limited anticipate to receive (i) approximately 65.6 million registered shares of the New Guarantor, a Swiss company, with an aggregate value of approximately $6.6 billion as of 31 December 2023 (the "Share Consideration") and (ii) approximately $2.0 billion in cash (the "Cash Consideration", together with the Share Consideration, the "Transaction Consideration"), in return for 100% of the outstanding equity of Viterra Limited. The determination of the final value of the Transaction Consideration will depend on the New Guarantor's share price at the time of closing. Upon completion of the Acquisition, the Sellers are expected to own approximately 30% of the combined New Guarantor's company on a fully diluted basis, before giving effect to any share repurchases by the New Guarantor occurring after 13 June 2023.

As of the date hereof, the New Guarantor and the other parties to the Business Combination Agreement are working towards satisfying the conditions to complete the Acquisition, although no assurance can be given that the Acquisition will be consummated on the timeframe contemplated or at all. This regulatory approval process is continuing to progress. While the parties have obtained the bulk of the approvals required, the parties are continuing to constructively engage with relevant authorities in the remaining jurisdictions. Based on ongoing discussions, the New Guarantor remains highly confident of consummation of the Acquisition and currently contemplates no issues that would be material to the economics of the Acquisition. The New Guarantor expects to receive the remaining approvals and consummate the transaction in the next several months following the date hereof.

On 1 August 2024, the European Commission approved, under the EU Merger Regulation, the Acquisition. The approval is conditional upon full compliance with the commitments offered by the parties. To address the Commission's competition concerns, it was agreed that Viterra's business in Hungary as well as part of Viterra's business in Poland will be sold. The sale in Poland includes Viterra's Boda processing facility including commercial activities relating to oilseeds origination to supply such facility, as well as the Trawniki, Kętrzyn, Szamotuły and Werbkowice storage facilities. The decision is conditional upon full compliance with the commitments. Under the supervision of the Commission, an independent trustee will monitor their implementation.

In connection with the execution of the Business Combination Agreement, Bunge and BLFC entered into a debt commitment letter (the "Initial Debt Commitment Letter") with Sumitomo Mitsui Banking Corporation ("SMBC"), pursuant to which SMBC committed to provide Bunge with $7.0 billion of unsecured term loans. The Initial Debt Commitment Letter was amended and restated on 16 June 2023 and further amended and restated on 7 July 2023 (as amended and restated, the "Debt Commitment Letter") by a consortium of lenders (the "Lenders") to increase the Initial Debt Financing to $7.7 billion (as amended, the "Initial Debt Financing"). The Initial Debt Financing is in the form of a three-tranche term loan maturing 364-days, 2-years and 3-years from the date of consummation of the Acquisition. Additionally, a $300 million delayed draw term loan (the "Term Loan") from CoBank and the U.S. farm credit system was arranged (the combination of the Initial Debt Financing and the Term Loan, the "Debt Financing"). The availability period of the Debt Financing mirrors the Outside Date definition in the Business Combination Agreement (see "Certain Considerations Relating to The Consent Solicitations – The Acquisition is subject to further conditions"). As alternative financing for the Acquisition is secured, the commitments with respect to the Initial Debt Financing will be reduced. Bunge intends to use a portion of the Debt Financing to fund the Cash Consideration, and the remainder for repayment of certain indebtedness of the Existing Issuer, totalling approximately $3.7 billion, which is expected to be repaid upon the consummation of the Acquisition. The New Guarantor expects that upon consummation of the Acquisition and the related financing transactions, its total debt will increase to approximately $13.5 billion.

The Business Combination Agreement may be terminated by mutual written consent of the parties and includes certain customary termination rights. If the Business Combination Agreement is terminated in connection with certain circumstances relating to the failure to obtain certain antitrust and competition clearances that are conditions to closing, the New Guarantor would be obligated to pay the Sellers a fee of $400 million in the aggregate. The aim of the contemplated transaction is to create a premier diversified global agribusiness solutions company. The New Guarantor and the New Issuer may incur additional debt to fund the Group's working capital needs and for other corporate purposes, including considering opportunities for the New Guarantor and/or the New Issuer to refinance existing debt at more favourable rates in the second half of 2024.

In the Consent Solicitations, the Existing Issuer is seeking among other things to obtain Noteholders' consent to substitute the New Issuer in place of itself as the issuer of the Notes, and to substitute the New Guarantor in place of the Existing Guarantors, which shall take effect from the date that the New Issuer has specified to Citibank, N.A., London Branch, in its capacity as trustee of the Notes (the "Trustee") pursuant to a certification (upon which certification the Trustee shall be entitled to rely without enquiry) that the Consent Conditions (such term having the meaning given in the Consent Solicitation Memorandum) are satisfied or waived (such date, the "Substitution Date"). As a result of the substitution, Noteholders would benefit from the same guarantor as other debt securities issued by the Group, with a guarantor structure capturing the whole combined Group.

The contemplated Proposals would align various terms of the Notes and the conditions of the Notes with similar terms and conditions of other debt securities issued by the Group. This will potentially bring simplification in terms of governance and financial administration by adopting a more aligned approach to such terms across the Group's public debt and allow Noteholders to benefit from the credit rating of the New Guarantor.

Proposals

The Existing Issuer is convening separate Meetings in respect of each Series for the holders of Notes of such Series to consider and, if thought fit, approve all of the following, by an extraordinary resolution (each an "Extraordinary Resolution" and together the "Extraordinary Resolutions"):

For more details on the Proposals, please refer to the "Consent Solicitations and Proposals" section of the Consent Solicitation Memorandum.

Early Instruction Fee

In respect of the Notes, a cash payment (the "Early Instruction Fee") will be made by the New Issuer to each Noteholder from whom an a valid instruction voting in favour of the relevant Proposal (or, in the case of an Ineligible Noteholder, an Ineligible Noteholder Confirmation) is received by the Information and Tabulation Agent (as set forth below), and which is not revoked in the limited circumstances in which revocation is permitted by the Early Instruction Deadline (as set forth below), being an amount equal to 0.10% of the nominal amount of the Notes the subject of the relevant Instruction, the payment of which is subject to the other conditions set out in the Consent Solicitation Memorandum.

Noteholders that: (a) submit an Instruction to vote against the Extraordinary Resolutions at any time; (b) otherwise submit a voting instruction or make arrangements to attend or be represented at any relevant Meeting(s) (other than by way of the relevant Instruction in respect of the relevant Proposal); or (c) who do nothing, will not in any circumstances be eligible to receive an Early Instruction Fee, even if the Extraordinary Resolutions are successfully passed.

Noteholders who have not delivered or arranged for the delivery of an Instruction in respect of the Extraordinary Resolution as provided above but who wish to attend and vote at the Meeting(s) in person or to make other arrangements to be represented or to vote at the Meeting(s) may do so in accordance with the voting and quorum procedures set out in the Trust Deed and the Notice by the Final Instruction Deadline. However, any such Noteholder will not be eligible to receive an Early Instruction Fee, irrespective of whether they vote in favour of the Extraordinary Resolutions.

A Noteholder's eligibility to receive the Early Instruction Fee is subject in each case to: (i) the relevant Instruction not being subsequently revoked (in the limited circumstances in which such revocation is permitted); (ii) such Noteholder not attending, or seeking to attend, the Meeting in person or making any other arrangements to be represented at the Meeting (other than by way of the relevant Instruction in respect of the relevant Proposal); and (iii) the Extraordinary Resolutions being passed (at a Meeting or adjourned meeting) with the required quorum and (subject to the Eligibility Condition being satisfied and the other Consent Conditions (other than the consummation of the Acquisition) being satisfied (or, where applicable, waived)).

In addition, to be eligible to receive the Early Instruction Fee, a Noteholder who submits an Instruction in respect of any of the Proposals must not seek to appoint a proxy to vote at the Meeting on its behalf or attend the Meeting in person or make other arrangements to be represented at the Meeting (other than by way of the relevant Instruction in respect of the relevant Proposal).

Noteholders may continue to submit an instruction after the Early Instruction Deadline and up to the Final Instruction Deadline (as set forth below), but such Noteholders will not be eligible to receive the Early Instruction Fee in respect of this instruction. Payment of the Early Instruction Fee is conditional on the satisfaction (or waiver, where applicable) of the Eligibility Condition and the Consent Conditions, other than the consummation of the Acquisition.

Conditions to the Consent Solicitation

The implementation of the Proposals for each Series will be conditional on: (i) such Proposal and the Consent Solicitations not having been terminated; (ii) the passing of the Extraordinary Resolution for that Series; (iii) consummation of the Acquisition, which is expected in the next several months following the date hereof; and (iv) the quorum required for, and the requisite majority of votes cast at, the relevant Meeting being satisfied by the attendance and vote by Eligible Noteholders, irrespective of any attendance or participation at the relevant Meeting by ineligible Noteholders, including the satisfaction of such condition at any adjourned Meeting, as determined by the Existing Issuer.

Even if an Extraordinary Resolution is passed and the other Consent Conditions relating to such Extraordinary Resolution are satisfied (or, where applicable, waived), no assurance can be given that the Acquisition will occur or that such Extraordinary Resolution will be implemented. In particular, subject to applicable law, the Existing Issuer may extend, amend or terminate the Early Instruction Deadline, the Final Instruction Deadline, any Proposal or the Consent Solicitation in respect of any Series of Notes in certain circumstances, as described in the Consent Solicitation Memorandum.

The implementation of the Extraordinary Resolutions, if passed, is conditional on the execution by the relevant parties of the Amended and Restated Trust Deed, the Amended and Restated Paying Agency Agreement, the New Guarantee Agreement, the Amended and Restated Pricing Supplements, the Deed of Substitution and Novation, the Deed of Termination and the Guarantee Termination Letter (the "Substitution Documents"), which shall only be entered into if the relevant Extraordinary Resolution is passed and the other Consent Conditions relating to such Extraordinary Resolution are satisfied (or, where applicable, waived) other than the consummation of the Acquisition. In addition, the relevant Proposal will only be implemented after the consummation of the Acquisition. There can be no assurance that the Acquisition will be consummated as currently anticipated or at all, or that other Consent Conditions will be satisfied. Even if the Consent Solicitations are completed, one or more may not be completed on the schedule described in this Announcement, in particular as the Substitution Date will depend on the consummation of the Acquisition and certification of fulfillment or waiver of the Consent Conditions to the Trustee (upon which certification the Trustee shall be entitled to rely without enquiry).

No Inter-Conditionality Between Extraordinary Resolutions

The passing and implementation of one Extraordinary Resolution is not dependent on the passing and implementation of the Extraordinary Resolution in respect of the other Series and vice versa. If the Extraordinary Resolution in respect of a Series of Notes is not passed, the Existing Issuer reserves the right, in its sole and absolute discretion, to (i) implement the Extraordinary Resolution that is passed at any relevant Meeting in respect of a Series of Notes, notwithstanding that the other Extraordinary Resolution in respect of the other Series of Notes is not also passed or (ii) not implement an Extraordinary Resolution that is passed at any relevant Meeting in respect of a Series of Notes, if the Extraordinary Resolution in respect of the other Series is also not passed.  

Indicative Timetable for the Consent Solicitations

This is an indicative timetable showing one possible outcome for the timing of the Consent Solicitations, based on the dates in the Consent Solicitation Memorandum and assuming that each Meeting is not adjourned. This timetable is subject to change and the right of the Existing Issuer to extend, re-open, amend and/or terminate the Early Instruction Deadline, the Final Instruction Deadline, any Proposal or the Consent Solicitations as described in the Consent Solicitation Memorandum, and the passing at the Meetings of the extraordinary resolutions relating to the Proposals. Accordingly, the actual timetable may differ significantly from the timetable below.

Proposals announced.

Deadline for receipt by the Information and Tabulation Agent of instructions to be eligible for the Early Instruction Fee.

Deadline for receipt by the Information and Tabulation Agent of Instructions in order for Noteholders to be able to participate in the Proposals.

Meetings to be held at the offices of Jones Day at 21 Tudor Street, London EC4Y 0DJ, commencing at 10.00 a.m., (CEST). The first Meeting, in respect of the 2025 Notes will commence at 10.00 a.m. (CEST). The second Meeting, in respect of the 2028 Notes will be held 15 minutes after the conclusion of the Meeting in respect of the 2025 Notes.

Announcement of the results of the Meetings.

Execution of the Substitution Documents (other than the Amended and Restated Pricing Supplements), with effect from the Substitution Date.

Expected on Friday, 11 October 2024 

Payment of any applicable Early Instruction Fee to Noteholders.

The date on which the Substitution occurs, and the Substitution Documents will come into effect, the Amended and Restated Pricing supplements will be executed, and the Amendment and the Proposals will be implemented as a result, after consummation of the Acquisition, which is expected in the next several months following the date hereof.

If a quorum is not achieved at a Meeting or the quorum is achieved and the relevant Extraordinary Resolution is passed but certain conditions are not satisfied, such Meeting shall be adjourned for such period (which shall be not less than 14 days and not more than 42 days). The holding of any adjourned Meeting (which has been adjourned for want of a quorum or where the quorum required by certain conditions of the Meeting is not met) will be subject to the Existing Issuer giving at least 10 days' notice.

Terms and conditions of the Consent Solicitations are set out in the Consent Solicitation Memorandum, and the Notice of Meetings distributed to the eligible Noteholders of the relevant Series are available on the consent solicitation website of the Information and Tabulation Agent, for which the contact details are set out below.

Noteholders are advised to check with any clearing system (Clearstream Banking S.A. and Euroclear Bank SA/NV), bank, securities broker or other intermediary through which they hold Notes when such clearing system or intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the relevant Consent Solicitations by the deadlines specified in the Consent Solicitation Memorandum. The deadlines set by any such intermediary and each clearing system for the submission and (where permitted) revocation of instructions will be earlier than the relevant deadlines above.

The submission of a valid Instruction in accordance with the procedures set out in the Consent Solicitation Memorandum will be irrevocable, except in the limited circumstances described in the Consent Solicitation Memorandum.

Further information relating to the Consent Solicitations can be obtained directly from the Solicitation Agents and the Information and Tabulation Agent as set forth below:

BofA Securities Europe SA

51 Rue La Boétie

75008 Paris

France

Telephone: +33 1 877 01057

Email: [email protected]

Attention: Liability Management Group

J.P. Morgan SE

Taunustor 1 (TaunusTurm)

60310 Frankfurt am Main

Germany

Telephone: +44 207 134 2468

Email: [email protected]

Attention: EMEA Liability Management Group

D.F. King Ltd
65 Gresham Street
London EC2V 7NQ
United Kingdom
Telephone: +44 20 7920 7900

Email: [email protected]

Attention: Debt Team

Voting Transaction Website: https://clients.dfkingltd.com/viterrafinance/

SMBC Nikko Securities America, Inc. is acting as Co-Solicitation Agent.

DISCLAIMER: This announcement must be read in conjunction with the Consent Solicitation Memorandum. The Consent Solicitation Memorandum contains important information which should be read carefully before any decision is made with respect to the Proposals. If any Noteholder is in any doubt as to the action it should take or is unsure of the impact of the Proposals or the Extraordinary Resolutions to be proposed at a Meeting, it is recommended to seek its own financial and legal advice, including as to any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial, tax, legal or other adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Consent Solicitations or otherwise participate at any Meeting. 

The distribution of the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law.  Persons into whose possession the Consent Solicitation Memorandum comes are required to inform themselves about, and to observe, any such restrictions.

FOR MORE INFORMATION, PLEASE CONTACT:

Investor enquiries:
[email protected]

Media enquiries:
[email protected]
+1 (306) 569-6673

About Viterra

At Viterra, we believe in the power of connection. Our world-leading, fully integrated agriculture network connects producers to consumers with sustainable, traceable, and quality-controlled agricultural products. With more than 16,000 talented employees operating in 38 countries, our strategic network of agricultural storage, processing and transport assets enable us to offer innovative solutions and open pathways for our customers, creating successful partnerships that last. Together, we are stronger, and achieve more.

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