ADM submits official offer to acquire GrainCorp

by Eric Schroeder
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SYDNEY, AUSTRALIA — Archer Daniels Midland Co. has submitted a “bidder’s statement” with the Australian Securities and Investments Commission that includes an all-cash offer to acquire GrainCorp Ltd. for A$12.20 ($12.54) per share. The offer represents a 49% premium to the closing price of GrainCorp shares of A$8.85 on Oct. 18, 2012, the last day before ADM first approached GrainCorp. The total value of the transaction will be approximately A$3.4 billion ($3.5 billion).

ADM first entered into an agreement to acquire GrainCorp in late April pending the results of a due diligence period.

“We believe our offer is highly attractive and in the best interest of shareholders,” said Patricia Woertz, chairman and chief executive officer of ADM. “The independent expert has assessed the proposal and concluded that it is fair and reasonable, in the absence of a superior proposal.

“We also believe ADM’s offer will deliver compelling benefits to Australian growers and the agricultural economy through access to new markets, investment in agricultural infrastructure, and its focus on serving the needs of Australian growers.”

Under terms of the bidder’s statement, ADM said it will continue to operate GrainCorp’s port services in accordance with the current open access arrangements and will continue the current access arrangements for upcountry silos. ADM also plans to invest A$300 million in capital expenditure in the GrainCorp business from the execution of the takeover bid implementation deed on April 25, 2013, which includes supporting expenditures to implement programs announced by GrainCorp on Nov. 15, 2012 (including strategic initiatives, asset optimization initiatives and ports flexibility initiatives), and investing an additional A$50 million over the next few years on strategic expenditure for the GrainCorp business.

ADM said it will invest, on average, between A$40 million and A$60 million annually over the coming years in the maintenance and improvement of existing infrastructure assets. The company also intends to seek out opportunities to improve the throughput and performance of GrainCorp’s systems and implement technology sharing/innovation and share best practices in order to help growers succeed.

Finally, the two companies will create a grower and community advisory group to provide a two-way conduit between GrainCorp management and the views of growers and their communities.

“Agriculture is an increasingly global business, and Australia is well positioned to take advantage of growing global markets in places like Asia and the Middle East,” Ms. Woertz said. “Our objective is to help Australia meet that challenge, by giving growers more choice, greater access to global markets, more efficient and effective logistics and a deeper knowledge of market dynamics and best practices.”

GrainCorp’s board of directors unanimously recommended that its shareholders accept the offer, in the absence of a superior proposal. The board cited several reasons for accepting the offer, including the fact shareholders are being offered a “significant” premium to pre-announcement trading prices of GrainCorp shares; the offer is fair and reasonable; the company’s share price is likely to fall if the offer is not successful and no superior proposal emerges; no superior proposal has emerged as of June 24; shareholders are being offered the certainty of cash for their shares; and shareholders who can capture the full benefit of franking credits on the permitted dividends will receive additional value of up to A$0.43 per share.

The offer is scheduled to close on Aug. 31, 2013.

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