Monterrey, Mexico
August 1, 2002
Savia (BMV:SAVIA)
(NYSE:VAI) announced today that it has reached an agreement with
Seminis to convert Class C Preferred Stock into Common Stock.
This conversion will increase Savias' majority interest in
Seminis to 77.5% enhancing its ownership in a subsidiary that
has demonstrated its cash generating potential.
The agreement, which remains subject to Seminis' stockholders
and Savias' Bank lenders approval, will 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,
Savia will hold 78.3 million shares of the 101,106,543 total
outstanding shares of common stock. Accrued dividends on the
Class C Preferred Stock in the amount of $15.0 million will
remain due and payable to Savia. The holding company will
receive this dividend in cash and will apply it to its working
capital needs.
The transaction will have a positive impact on Seminis' 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. 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 more 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."
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 better trend."
The agreement, which received a Fairness Opinion from UBS
Warburg, was recommended by a special committee composed of
independent directors of Seminis' Board of Directors and has
been approved by Seminis' Board of Directors.
Savia participates in industries that offer high growth
potential in Mexico and internationally. Among its main
subsidiaries are: Seminis a global leader in the development,
production and commercialization of fruit and vegetable seeds.
Bionova, a company focused the distribution of fresh fruits and
vegetables in the NAFTA region, and Omega a real estate
development company.
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