Oxnard, California
August 1, 2002
-- Will convert Class C Preferred
Stock, Paid-In Capital and their associated Accrued Dividends
into Common Stock.
-- Positive Impact on Pro forma Earnings per Share (EPS)
-- UBS Warburg Issues Fairness Opinion
Seminis Inc. (Nasdaq:
SMNS), the largest developer, producer and marketer of vegetable
and fruit seeds in the world, today announced that it
plans to strengthen its capital structure through an agreement
with Savia S.A. de C.V., its majority shareholder (NYSE: VAI).
The agreement, recommended by a special committee composed of
independent directors of Seminis' Board of Directors on July 3,
2002, would allow the company to exchange all of its outstanding
Class C Preferred Stock having a principal value of $120.2
million, Additional Paid-In Capital ("APIC") of $46.7 million
and unpaid and accrued dividends on the Class C Preferred Stock
and APIC of $10.0 million into 37,669,480 shares of Class A
common stock. Upon completion, the capitalization changes would
bring the total outstanding shares of common stock to
101,106,543 shares. Accrued dividends on the Class C Preferred
Stock in the amount of $15.0 million would remain due and
payable. The company received an opinion from UBSW that the
proposed issuance of Class A Common Stock as consideration for
the exchange of the Class C Preferred Stock, the APIC and all
accrued unpaid dividends thereon, other than $15 million of
accrued and unpaid dividends, is fair to the stockholders of the
company; This transaction remains subject to stockholder
approval and the bank lenders of Savia. The stockholders meeting
will take place 15 days after the company has mailed a proxy
statement.
Mr. Alfonso Romo, Chairman and Chief Executive Officer,
commented: "We have brought the company to a point where we can
enhance our capital structure to make Seminis a more attractive
investment vehicle. These actions will provide the stockholders
with a stronger and transparent capital and ownership structure
for the company. Equally important, this is accomplished while
preserving the cash available to achieve our growth objective.
This represents another important milestone for Seminis and its
growing financial strength."
The transaction will have a positive impact on the company's
earnings per share available for common stockholders. By
excluding accrued dividends on Class C Preferred Stock and
Additional Paid in Capital and increasing the number of common
shares outstanding, pro forma fully diluted earnings per share
available for common stockholders for the third quarter fiscal
year 2002 would be $0.04 per common share compared to a net loss
of $0.01 per common share as reported last week in the company's
preliminary results. Under the same assumptions, pro forma fully
diluted earnings per share available for common stockholders for
the first nine months of fiscal year 2002 would be $0.09 per
common share, compared to a net loss of $0.05 per common share.
Mr. Romo added: "By freeing Seminis from nearly $17 million in
annual dividend payments, we will positively impact our earnings
per share available to common stockholders. Common stockholders
will benefit from not having the company's current Class C
Preferred Stockholders with preferential rights over them."
"Also," he noted, "the equity of the company will no longer be
affected by payments on this Class C Preferred Stock. As a
consequence, the debt to equity ratio will have a better trend."
Seminis Inc. is the largest developer, producer and marketer
of vegetable seeds in the world. The company uses seeds as the
delivery vehicle for innovative agricultural technology. Its
products are designed to reduce the need for agricultural
chemicals, increase crop yield, reduce spoilage, offer longer
shelf life, create better tasting foods and foods with better
nutritional content. Seminis has established a worldwide
presence and global distribution network that spans 150
countries and territories.
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