Oxnard, California and Monterrey,
Mexico
June 2, 2003
Seminis, Inc. (Nasdaq:
SMNS) announced today that it has entered into a definitive
merger agreement with entities related to
Savia, S.A. de C.V. (BMV:
SAVIA; NYSE: VAI) pursuant to which certain Savia related
parties will acquire all of the outstanding shares of Seminis,
the world's largest developer, producer and marketer of fruit
and vegetable seeds. Public holders of approximately 15.8
million Seminis shares will receive $3.78 per share in the
merger. Immediately following the merger, certain Savia related
parties will sell to certain investment funds managed by
Fox Paine & Company, LLC,
a San Francisco based private equity firm, a number of the
Seminis shares they will then own, representing approximately
75% of the Seminis common shares, following completion of the
transactions, for $3.40 per share in cash. Certain entities
affiliated with Alfonso Romo Garza, Seminis' and Savia's
Chairman and Chief Executive Officer, will receive co-investment
rights to purchase, subject to certain conditions, up to 34% of
Seminis following the merger. Stockholders of Seminis
representing in excess of 85% of the currently outstanding
voting power of Seminis have entered into agreements to vote in
favor of the merger. Savia shareholders provided their approval
at a shareholder meeting held on April 30, 2003.
The overall transaction has a total enterprise value in
excess of US$650 million. The $3.78 per share price to Seminis'
public stockholders represents a premium of 51% based on
Seminis' closing price of $2.51 on December 13, 2002, the last
closing price prior to the public announcement of the Savia
letter of intent with Fox Paine regarding the overall
transaction.
The Seminis Board of Directors approved the merger agreement
after receiving the unanimous recommendation of a special
committee of independent directors, which was formed following
the announcement of the December 13, 2002 letter of intent
between Savia and Fox Paine.
As part of the transaction, immediately prior to the
consummation of the merger, 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 expects to distribute approximately $0.53 per
share to its shareholders from the proceeds of its sale of
Seminis shares to Fox Paine. In addition, a portion of the
proceeds will be used by Savia to settle and repay all of its
currently outstanding indebtedness.
Existing management will continue to run the Company, with
Mr. Romo serving as Chairman and Chief Executive Officer and
Dexter Paine, President of Fox Paine, serving as Vice Chairman
of Seminis.
Mr. Romo said, "With Fox Paine as a strategic partner, we are
strengthening Seminis' position as the world's leading provider
of high- quality specialty seeds in both developed and emerging
markets. Fox Paine's insight and expertise in the industry is
proving to be invaluable as we focus on offering total solutions
to our customers and capturing value in the food chain."
Mr. Paine said, "We are very excited to be making a strategic
investment in Seminis and to have the opportunity to participate
in its future growth. 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 transaction is expected to be completed later this summer
and is subject to customary conditions, including the approval
by Seminis' stockholders, availability of financing and certain
regulatory approvals. Seminis intends to file shortly with the
U.S. Securities and Exchange Commission copies of the merger and
other related agreements.
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.
ADDITIONAL INFORMATION
Seminis will file with the SEC, and will furnish to
holders of Seminis common stock, a proxy statement. HOLDERS OF
SEMINIS COMMON STOCK ARE URGED TO READ THE PROXY STATEMENT TO BE
PREPARED IN CONNECTION WITH THE MERGER WHEN IT BECOMES
AVAILABLE, BECAUSE IT CONTAINS IMPORTANT INFORMATION. Holders of
Seminis common stock may obtain a copy of the proxy statement
(when it is available) and other documents containing
information about Seminis, free of charge, at the SEC's web site
at www.sec.gov. Copies of the proxy statement (when it is
available) may also be obtained for free by directing a request
to: Investor Relations, Seminis, Inc., 2700 Camino del Sol,
Oxnard, CA 93030- 7969 USA.
Seminis and certain of its directors and executive
officers may, under the rules of the SEC, be deemed to be
participants in the solicitation of proxies from holders of
Seminis common stock in favor of the merger. Information about
the directors and executive officers of Seminis and their
ownership of Seminis common stock is set forth in the Annual
Report on Form 10-K filed with the SEC by Seminis on January 14,
2003, as amended on January 28, 2003. Additional information
regarding the interests of these participants may be obtained by
reading the proxy statement regarding the proposed transaction
when it becomes available.
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