ADM Makes Revised Proposal to Acquire GrainCorp Limited for A$12.20 a Share

  ADM Makes Revised Proposal to Acquire GrainCorp Limited for A$12.20 a Share

        ADM Increases Investment in GrainCorp Limited to 19.9 percent

Business Wire

SYDNEY -- December 03, 2012

Archer Daniels Midland Company (NYSE: ADM) has delivered to GrainCorp Limited
(ASX: GNC) a revised non-binding proposal, with the aim of arriving at an
agreement with GrainCorp’s Board of Directors under which they would recommend
to GrainCorp shareholders an acquisition by ADM of all of GrainCorp for
A$12.20 a share in cash, with shareholders keeping the dividend of A$0.35
announced on Nov. 15.

ADM’s revised non-binding proposal is subject to GrainCorp granting ADM access
to conduct confirmatory due diligence, completion of that due diligence
satisfactory to the ADM Board, and a recommendation from the GrainCorp Board.
ADM is ready to commence due diligence immediately and expeditiously. Any
agreement to acquire GrainCorp shares would also be subject to limited
conditions which are available at on the company website

“We consider that our revised non-binding proposal reflects the value of
GrainCorp’s business, taking into account GrainCorp’s 2012 results, its new
initiatives announced on Nov. 15, and its recently announced ordinary and
special dividends totaling A$0.35. Our proposal also offers more certainty,
greater value and immediate realization of potential future value for
GrainCorp shareholders than GrainCorp’s stand-alone plan,” said ADM Chairman
and CEO Patricia Woertz. “ADM is a disciplined buyer, and any combination with
GrainCorp must meet our key financial hurdles, taking into consideration the
impact of the Australian agricultural cycle on GrainCorp’s earnings power.”

ADM’s proposed price represents a material increase of A$0.80 from the initial
proposal of A$11.75 made on Oct. 19, after allowing for the recent dividends
totaling A$0.35. The revised non-binding proposal represents^1:

  *a 39.6 percent premium to the last closing price of GrainCorp shares of
    A$8.74 on Oct. 18;
  *a 38.8 percent premium to the one-month, volume-weighted average GrainCorp
    share price of A$8.79 up to Oct. 18;
  *a 35.7 percent premium to the six-month, volume-weighted average GrainCorp
    share price of A$8.99 up to Oct. 18; and
  *a 45.9 percent premium to the twelve-month, volume-weighted average
    GrainCorp share price of A$8.36 up to Oct. 18.

As of Monday evening Sydney time, ADM held an economic interest in a total of
19.9 percent of GrainCorp shares. Since Oct. 18, ADM had held an economic
interest in 14.9 percent of GrainCorp, and on Monday evening ADM acquired an
additional 5 percent of GrainCorp’s outstanding shares for cash at a price of
A$12.20 per share. ADM has received approval from the Australian Foreign
Investment Review Board to acquire up to 19.9 percent of the shares in

Forward-Looking Information

This press release includes forward-looking statements, within the meaning of
the Private Securities Litigation Reform Act of 1995, that are subject to
risks, uncertainties and other factors, including, without limitation, with
respect to any potential acquisition by ADM of all or any portion of
GrainCorp. There can be no certainty that any discussions will result in a
transaction or the entry into a definitive agreement. These risks,
uncertainties and other factors could cause actual results to differ
materially from those referred to in the forward-looking statements. The
reader is cautioned not to rely on these forward-looking statements. Other
risks are described in detail in the ADM Annual Report on Form 10-K for the
fiscal year ended June 30, 2012, as filed with the U.S. Securities and
Exchange Commission. All forward-looking statements are based on information
currently available to ADM, and ADM assumes no obligation to update any such
forward-looking statements.

About ADM

For more than a century, the people of Archer Daniels Midland Company (NYSE:
ADM) have transformed crops into products that serve vital needs. Today,
30,000 ADM employees around the globe convert oilseeds, corn, wheat and cocoa
into products for food, animal feed, industrial and energy uses. With more
than 270 processing plants, 420 crop procurement facilities, and the world’s
premier crop transportation network, ADM helps connect the harvest to the home
in more than 160 countries. For more information about ADM and its products,

^1 Source: IRESS. Historical share prices have been adjusted for special
dividends and capital raisings


Archer Daniels Midland Company
Media Relations
Jackie Anderson, 217-424-5413
Investor Relations
Ruth Ann Wisener, 217-451-8286
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