Regina, Saskatchewan
January 23, 2007
Saskatchewan Wheat Pool Inc. (the “Pool”) announced today
that it has extended its offers for all of the outstanding
limited voting common shares and Series A convertible preferred
shares of Agricore United (“Agricore”). The offers, outlined in
the Pool’s circular dated November 24, 2006, were originally
scheduled to expire on January 24, 2007. The offers are now open
until 5 pm (Toronto time) on March 7, 2007, unless further
extended or withdrawn.
On January 10, 2007, Agricore redeemed all of its 9% convertible
unsecured subordinated debentures in exchange for limited voting
common shares. As a result, the Pool’s offer for Agricore’s
convertible debentures will not be extended.
President and Chief Executive Officer Mayo Schmidt said, “We
indicated last week our continued commitment to this important
initiative. We have been advised that the Competition Bureau’s
review will extend into February and this additional time should
allow them to complete their work. At the same time, it allows
us to continue to discuss with Agricore shareholders the merits
of this transaction and the value it will create for customers,
shareholders and the western Canadian agricultural industry.”
Last week, the Pool was advised by the Antitrust Division of the
U.S Department of Justice (DOJ) that the DOJ would require
additional time to complete its review of the Agricore
acquisition. After discussions with DOJ officials, the Pool
decided to withdraw and re-file its Hart-Scott-Rodino Notice, so
that an additional 30-day review period would be available. This
timing fits within the time currently contemplated for the
Canadian Competition Bureau to complete its initial review of
the proposed transaction.
Agricore shareholders will receive a revised circular from the
Pool in the coming days. Agricore shareholders are advised to
review the information carefully, discuss the offer with their
broker or financial advisor and contact Kingsdale Shareholder
Services Inc., toll-free at 1-866-301-3454 for information about
how to tender their Agricore shares to the Pool's offers.
Saskatchewan Wheat Pool Inc. is a publicly traded
agribusiness headquartered in Regina, Saskatchewan. Anchored by
a Prairie-wide grain handling and agri-products marketing
network, the Pool channels Prairie production to end-use markets
in North America and around the world. These operations are
complemented by value-added businesses and strategic alliances,
which allow the Pool to leverage its pivotal position between
Prairie farmers and destination customers.
The Pool’s common shares are listed on the Toronto Stock
Exchange under the symbol SWP.
For U.S. Shareholders
The exchange offers are being made for securities of United
Grain Growers (also known as Agricore United), a Canadian
company, that are listed on The Toronto Stock Exchange. The
exchange offers will be subject to disclosure requirements of
Canada, which are different from those of the United States. It
may be difficult for U.S. shareholders to enforce their rights
and any claim they may have arising under the federal securities
laws, since the Pool and the majority of its officers and
directors reside in Canada. U.S. shareholders may not be able to
sue a foreign company or its officers or directors in a foreign
court for violations of the U.S. securities laws. It may be
difficult to compel a foreign company and its affiliates to
subject themselves to a U.S. court’s judgment.
U.S. shareholders should be aware that, to the extent
permissible, the Pool may purchase Agricore shares otherwise
than under the exchange offers, such as in open market or
privately negotiated purchases. |