Winnipeg, Manitoba
April 13, 2007
Agricore United
(TSX:AU) today announced that it has received a definitive offer
(the "April 13 Offer") from
Saskatchewan Wheat Pool Inc. (SaskPool) improving its
previously announced offer to acquire all of the outstanding
limited voting common shares and preferred shares of Agricore
United.
Under the April 13 Offer, SaskPool would increase the
consideration offered for each limited voting common share of
Agricore United to, at the election of each holder, (a) $20 in
cash or (b) 2.2076 SaskPool common shares or (c) any combination
thereof, subject in each case to pro ration. Assuming full pro
ration, each holder of limited voting common shares would be
entitled to receive $14.00 in cash and 0.6623 of a SaskPool
common share for each limited voting common share of Agricore
United. The maximum amount of cash payable by SaskPool pursuant
to the April 13 Offer would be $842.6 million and the maximum
number of SaskPool common shares issuable by SaskPool would be
39.9 million. The consideration offered by SaskPool for each
preferred share is unchanged at $24.00 in cash plus accrued and
unpaid dividends. The April 13 Offer is conditional upon
acceptance by Agricore United.
The Board of Directors of Agricore United, following the
recommendation of its Special Committee and consultation with
legal and financial advisors, has determined that the April 13
Offer is a "Superior Proposal" under the acquisition agreement
with James Richardson International Limited (JRI).
Agricore United has provided notice of this determination to
JRI. JRI has until April 20, 2007 to match or improve upon the
April 13 Offer. If JRI chooses not to match or improve upon the
April 13 Offer, Agricore United may terminate the JRI
acquisition agreement to accept the April 13 Offer from
SaskPool. In this event, Agricore United must pay a termination
fee of $24 million to JRI.
Agricore United is one of Canada's leading agri-businesses
with headquarters in Winnipeg, Manitoba and extensive operations
and distribution capabilities across western Canada, as well as
operations in the United States and Japan.
Agricore United uses its technology, services and logistics
expertise to leverage its network of facilities and connect
agricultural customers to domestic and international customers
and suppliers. The company's operations are diversified into
sales of crop inputs and services, grain merchandising,
livestock production services and financial services. Agricore
United's limited voting common shares are traded on the Toronto
Stock Exchange under the symbol "AU".
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