Saskatoon, Saskatchewan
May 29, 2007
Saskatchewan Wheat Pool Inc. (the “Pool”) announced today
that it has been successful in its offer to acquire
Agricore United
(“AU”). Approximately 49.1 million limited voting common shares
(the “Common Shares”) and approximately 545,193 Series A
convertible preferred shares (the “Preferred Shares”) of
Agricore United have been tendered to the Pool’s Offers to
acquire all of the outstanding Common Shares and all of the
outstanding Preferred Shares (the “Offers”). The Pool has
instructed the Depositary for the Offers, Computershare Investor
Services, to take up all of the Common Shares and Preferred
Shares deposited to the Offers.
The Pool has met the minimum tender condition of its Offers,
which required at least 75 percent of the AU Common Shares to be
validly deposited under the Common Share Offer at the expiry
time. As the conditions to the Offers have been satisfied or
waived, the Pool has now declared its Offers to be wholly
unconditional. Payment by the Pool to the Depositary for shares
deposited to the Offers prior to the expiry time will be made
within three business days.
Payment to the shareholders who deposited their Common Shares
and Preferred Shares to the Offers will be made by the
Depositary as soon as reasonably practicable thereafter.
“This was a key step for the Pool and Agricore United to begin
planning for the integration of the two companies,” said
President and Chief Executive Officer, Mayo Schmidt. “We are
very pleased with the support we have received from AU
shareholders in the tendering process. Together, the Pool and AU
can now move forward with confidence and focus on the
opportunities that lie ahead for Canada’s agri-business leader.”
The Common Shares taken up by the Pool represent approximately
81.6 percent of the Common Shares and will be acquired for
$20.50 in cash per Common Share. The Preferred Shares taken up
by the Pool represent approximately 49.4 percent of the
Preferred Shares and will be acquired for $24.00 in cash per
Preferred Share, plus accrued and unpaid dividends. Prior to
take-up, the Pool did not own or exercise control over any
Common Shares or any Preferred Shares.
The Pool has also extended the Offers to enable those
shareholders that have not yet tendered to deposit their
securities to the Offers. The Offers, as extended, will now
expire at 5:00 p.m. (Toronto time) on June 12, 2007.
Shareholders may contact Kingsdale Shareholder Services at
1-866-301-3454 for assistance.
Pursuant to the Acquisition Agreement entered into between the
Pool and AU, AU will hold two special meetings of Common
Shareholders on June 13, 2007 to consider the continuance of
Agricore United under the Canada Business Corporations Act
(CBCA) and a plan of arrangement involving AU and its security
holders. The continuance will result in AU becoming subject to
all of the provisions of the CBCA, including those provisions
providing for the election of all of the directors of AU by
Agricore United Common Shareholders. The arrangement will effect
a series of transactions. Common Shares not taken up and paid
for under the Offers will be acquired by the Pool for $20.50 in
cash per Common Share. Preferred Shares not acquired under the
Offers will be redeemed by AU for $24.00 in cash per Preferred
Share plus accrued and unpaid dividends. As the 75 percent
minimum tender condition under the Offers has been satisfied,
the Pool will have sufficient voting power to approve the
continuance and the arrangement, the latter of which is expected
to be completed on or about June 15, 2007. Upon completion of
the arrangement, AU will become a wholly owned subsidiary of the
Pool.
In addition, the Pool has announced that all of the outstanding
subscription receipts issued in connection with a private
placement that closed on February 15, 2007 and the public
offerings that closed on February 15, 2007, April 19, 2007 and
May 3, 2007 were exchanged into common shares of the Pool upon
the initial take-up by the Pool of the Common Shares under the
Offers. Each subscription receipt entitled the holder to receive
one common share of the Pool. A total of 113,905,586 common
shares of the Pool were issued in connection with this exchange
and will begin trading on the Toronto Stock Exchange today. As a
result, the Pool has 204,156,350 issued and outstanding shares.
Saskatchewan Wheat Pool Inc. is a publicly traded
agribusiness headquartered at 2625 Victoria Avenue 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.
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