Monterrey, Mexico & San
Francisco, California
December 13, 2002
Savia, S.A. de C.V.
(BMV:SAVIA) (NYSE:VAI) today announced that it has signed a
letter of intent with Fox
Paine & Company, LLC, a San Francisco-based private equity
firm, under which Fox Paine, and certain Savia related parties
will acquire all of the outstanding shares of
Seminis, Inc. (Nasdaq:
SMNS), the world's largest developer, producer and marketer of
fruit and vegetable seeds. The proposed transaction has a total
enterprise value in excess of US$650 million.
As part of the transaction Savia will exchange its Seminis Class
C preferred shares for approximately 37.7 million shares of
Seminis common stock, after which, the total number of
outstanding Seminis common shares will be approximately 101.7
million. Savia will distribute most of its Seminis common shares
to Savia shareholders, or approximately 73.9 million shares, and
retain approximately 4.4 million shares. In addition, Savia will
sell the convertible debentures approved by the shareholders
meeting on September 2, 2002 and will sell the 4.4 million
retained Seminis shares. The proceeds will be used to repay a
portion of Savia's indebtedness.
Under the terms of the proposed transaction, Savia shareholders
that received Seminis shares and the public holders of the
outstanding shares of Seminis, will each receive, US$3.40 per
share in cash. Based upon Seminis' closing price of US$2.51 on
Friday, December 13, 2002, this represents a premium of 35%.
Savia, Alfonso Romo Garza, the Chairman and Chief Executive
Officer of Seminis, and certain entities affiliated with Mr.
Romo will enter into voting agreements to vote their shares,
representing, in the aggregate approximately 85% of the voting
power of Seminis, in favor of the transaction.
The letter of intent contemplates that existing management will
continue to run the company, with Mr. Romo continuing as
Chairman and Chief Executive Officer and Dexter Paine, President
of Fox Paine, serving as Vice Chairman of Seminis.
Mr. Romo said, "We are pleased to have found a partner in Fox
Paine. Their valued strategic insight and expertise will help
strengthen Seminis' position as the world's leading provider of
high-quality specialty seeds in both developed and emerging
markets. We will focus on capturing value in the food chain and
offering total solutions to our customers. Fox Paine's interest
and expertise in the industry, as well as their experience in
structuring complex transactions makes Fox Paine a valuable
partner. We will be working diligently over the near term to
execute definitive agreements."
Mr. Paine said, "We are very excited by the prospect of
participating in the future growth of Seminis through this
strategic investment. Seminis' innovative agricultural
technology and its experienced and talented management team, led
by Alfonso Romo Garza, together with its new capital structure,
will accelerate the next stage of this dynamic company's
development."
The proposed transaction is subject to certain conditions,
including the satisfactory completion of a review of the
business and financial condition of Seminis by Fox Paine, the
negotiation of definitive agreements covering the transactions
contemplated under the letter of intent, the refinancing and
incurrence of additional indebtedness of Seminis, the
acquisition of the Seminis shares held by the public, the
approval of bank lenders of both Savia and its controlling
shareholders, the obtaining of regulatory approvals, the
approval of the Board of Directors of Savia and Seminis and the
approval of shareholders of Savia (and certain transactions
among the controlling shareholders) and Seminis.
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 grower and marketer of fresh produce; and Omega, a
real estate development company.
Seminis, Inc. is the world's largest developer, producer and
marketer of vegetable seeds. 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.
Fox Paine & Company, LLC manages investment funds in excess of
US$1.5 billion, providing equity capital for corporate
acquisitions, company expansion and growth programs and
management buyouts. The Fox Paine funds are managed on behalf of
over 50 leading international financial institutions, including
major governmental and corporate pension systems, Fortune 100
companies, major life and property & casualty insurance and
reinsurance companies, money center and super regional
commercial banks, investment banking firms, and university
endowments. Fox Paine was founded in 1997 by Saul A. Fox, a
former general partner of Kohlberg Kravis Roberts & Co., and W.
Dexter Paine, III, a former general partner of Kohlberg & Co.
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