Glencore Receives Final Regulatory Approval for Acquisition

Glencore Receives Final Regulatory Approval for Acquisition of
Viterra 
CALGARY, ALBERTA -- (Marketwire) -- 12/07/12 -- Viterra Inc.
(Viterra) (TSX:VT)(ASX:VTA) announces that the acquisition of Viterra
by a subsidiary of Glencore International Plc (Glencore) received
regulatory approval today from the Ministry of Commerce of the
People's Republic of China (MOFCOM). This was the final outstanding
regulatory approval of Glencore's acquisition of Viterra pursuant to
a court approved plan of arrangement (the Arrangement). Viterra now
expects the effective date of the Arrangement to be December 17,
2012, as a result of Viterra and Glencore having agreed to extend the
date for completion of the Arrangement. On the effective date of the
Arrangement, Glencore will release the funds to be subsequently paid
out to shareholders and holders of Viterra's CHESS Depositary
Interests (CDIs) as described under the heading "Information for
shareholders and CDI holders" below. The necessary arrangements will
also be made to delist Viterra from the Toronto Stock Exchange and
the Australian Securities Exchange (ASX). 
"The approvals over the past months by the Canadian courts,
regulators around the world and our shareholders, who voted 99.8% in
favour of the deal, demonstrate widespread support for this
transaction," said Mayo Schmidt, Viterra's President and CEO. "I wish
Viterra employees and Glencore continued success in the Canadian and
Australian agricultural landscape." 
Information for shareholders and CDI holders 
Shareholders will be entitled to receive payment of C$16.25 per share
in cash (the Consideration) following the effective date of the
Arrangement. Shareholders will receive Canadian dollars unless an
election is made to receive payment in Australian dollars. 
Registered shareholders are required to submit a Letter of
Transmittal to Computershare Trust Company of Canada, together with
the certificate(s) representing shares of Viterra and all other
required documents. For a replacement Letter of Transmittal, contact
Computershare Trust Company of Canada toll free at 1-877-477-1538.
Registered shareholders must make their currency elections in the
Letter of Transmittal by no later than 5:00 p.m. (Toronto Time) on
December 18, 2012. Non-registered sharehold
ers should contact their
broker, trustee, financial institution, custodian, nominee or other
intermediary to confirm matters relating to payment of the
Consideration, or if they wish to elect to receive Australian
dollars. 
Trading of CDIs on the ASX is intended to be suspended from the open
of market on December 11, 2012. This suspension is intended to allow
all trades of CDIs on ASX to settle before 6:30 p.m. (Australian
Central Standard Time) on December 17, 2012 (the CDI Eligibility
Date). Each CDI holder, as of the CDI Eligibility Date, will be
entitled to receive payment of C$16.25 (or the Australian dollar
equivalent) per CDI in cash. CDI holders are not required to submit a
Letter of Transmittal. 
CDI holders can elect to receive payment in Canadian dollars. If no
election is made, holders of CDIs will be deemed to have elected to
receive payment in Australian dollars. CDI holders must submit their
currency elections by no later than 5:00 p.m. (Australian Central
Standard Time) on December 17, 2012. For a replacement currency
election form contact Radar Group Pty Ltd toll free at
+61-1800-838-609. 
It will no longer be possible to convert CDIs to common shares, or
common shares to CDIs, from the open of market on ASX on December 14,
2012. Ceasing conversions is a precautionary measure to ensure
accurate determination of holders of CDIs and common shares on the
applicable registers. This will ensure holders receive the correct
Consideration payable under the Arrangement. 
About Viterra 
Viterra provides premium quality ingredients to leading global food
manufacturers. Headquartered in Canada, the global agri-business has
operations across Canada, the United States, Australia, New Zealand
and China, as well as a growing international presence that extends
to offices in Japan, Singapore, Vietnam, Switzerland, Italy, Ukraine,
Germany, Spain and India. Driven by an entrepreneurial spirit,
Viterra operates three distinct business segments: Grain Handling and
Marketing, Agri-products and Processing. Viterra's expertise, close
relationships with producers and superior logistical assets allows
Viterra to consistently meet the needs of the most discerning end-use
customers, helping to fulfill nutritional needs of people around the
world. 
About Glencore 
Glencore is one of the world's leading integrated producers and
marketers of commodities, headquartered in Baar, Switzerland, and
listed on the London and Hong Kong Stock Exchanges. Glencore has
worldwide activities in the production, sourcing, processing,
refining, transporting, storage, financing and supply of Metals and
Minerals, Energy Products and Agricultural Products. 
Cautionary Statement on Forward-Looking Information 
Certain information in this press release is "forward-looking
information" within the meaning of applicable Canadian securities
legislation and is prospective in nature, including information
regarding completion of the Arrangement. Forward-looking information
is not based on historical facts, but rather on current expectations
and projections about future events, and is therefore subject to
risks and uncertainties which could cause actual results to differ
materially from the future results expressed or implied by the
forward-looking information. This information generally can be
identified by the use of forward-looking words such as "may",
"should", "will", "could", "intend", "estimate", "plan",
"anticipate", "expect", "believe" or "continue", or the negative
thereof or similar variations. In particular, any statements
regarding Viterra's future expectations, beliefs, goals or prospects
are or involve forward-looking information.  
Forward-looking information is also necessarily based upon a number
of assumptions that, while considered reasonable by management, are
inherently subject to significant business, economic and competitive
uncertainties and contingencies. Viterra cautions the reader that
such forward-looking information involves known and unknown risks,
uncertainties and other factors that could cause actual results,
performance or achievements of Viterra to differ materially from any
future results, performance or achievements expressed or implied by
such forward-looking information. In addition to general economic
conditions, there are specific risks including, but not limited to,
the possibility that any remaining conditions precedent to the
Arrangement may not be satisfied or waived on the expected effective
date of the Arrangement or prior to the agreed outside date to
complete the Arrangement, other risks described in Viterra's
management information circular dated April 26, 2012 under the
heading "Risk Factors Related to the Arrangement", risks described in
Viterra's most recent Annual Information Form and those factors
discussed in Viterra's Management's Discussion and Analysis for the
year ending October 31, 2011 under the heading "Risks and Risk
Management". Viterra can give no assurance that such forward-looking
information will prove to have been correct. 
The reader is cautioned not to place undue reliance on this
forward-looking information, which speaks only as of the date of this
press release.  
Viterra disclaims any intention or obligation to update or revise any
forward-looking information whether as a result of new information,
further events or otherwise, except as required by applicable law. 
More information about Viterra can be found at www.viterra.com.
Contacts:
Media Inquiries:
Holly Gibney
Media Relations
+1 403 817-1088
holly.gibney@viterra.com 
Investor Inquiries:
Lavonne Zdunich, CA
Investor Relations
+1 403 718-6254
lavonne.zdunich@viterra.com
 
 
Press spacebar to pause and continue. Press esc to stop.