Viterra Commences Tender Offer and Solicitation for Its 6.406% Senior Unsecured Notes Due 2021 (CUSIP No. 92849TAL2 / 92849TAM0

Viterra Commences Tender Offer and Solicitation for Its 6.406% Senior Unsecured 
Notes Due 2021 (CUSIP No. 92849TAL2 / 92849TAM0) 
REGINA, SASKATCHEWAN -- (Marketwired) -- 05/05/14 --   Viterra Inc.
("Viterra" or the "Company"), announced today that it has commenced a
cash tender offer (the "Offer") to purchase from the holders (the
"Noteholders") any and all of its C$200,000,000 outstanding aggregate
principal amount of 6.406% Senior Unsecured Notes due 2021 (the
"Notes").  
In connection with the Offer, Viterra is also soliciting consents for
certain proposed extraordinary amendments (the "Proposed
Extraordinary Amendments") and certain proposed special amendments
(the "Proposed Special Amendments", together with the Proposed
Extraordinary Amendments, the "Proposed Amendments") to the indenture
governing the Notes (the "Indenture"). In addition, Viterra is
soliciting proxies in connection with a Noteholder meeting where
Noteholders will be asked to consider and, if deemed appropriate,
pass: (i) an extraordinary resolution authorizing and approving the
Proposed Extraordinary Amendments (the "Extraordinary Resolution");
and (ii) a special noteholders' resolution authorizing and approving
the Proposed Special Amendments (the "Special Resolution" and with
the Extraordinary Resolution, the "Resolutions"). 
Viterra has entered into a support and voting agreement with an arm's
length Noteholder (the "Locked-Up Noteholder") which has represented
that it holds an aggregate principal amount of C$28,050,000 of
outstanding Notes representing approximately 14.00% of the
outstanding Notes. The Locked-Up Noteholder has agreed to, among
other things: (a) irrevocably tender to the Offer; and (b) vote in
favour of each of the Resolutions. In addition, certain other arm's
length Noteholders (the "Supporting Noteholders") which have
represented that they hold an aggregate principal amount of
approximately C$55,700,000 of outstanding Notes representing
approximately 27.8% of the outstanding Notes have advised the Company
that they are supportive of the Offer and Solicitation and intend to:
(i) tender to the Offer; and (ii) vote in favour of each of the
Resolutions. However, the Supporting Noteholders have not entered
into a binding agreement with the Company to this effect. Based on
the foregoing, Viterra understands that the Locked-Up Noteholder and
Supporting Noteholders collectively hold an aggregate principal
amount of approximately C$83,750,000 of outstanding Notes
representing approximately 41.8% of the outstanding Notes.  
The Notes and other information related to the Offer and Solicitation
are listed below: 


 
 
Descriptio               Outstanding   Tender Offer   Consent          Total
 n                         Principal  Consideration   Payment  Consideration
of Notes        CUSIP         Amount            (1)       (1)         (1)(2)
----------------------------------------------------------------------------
6.406%                                                                      
 Senior                                                                     
 Unsecured                                                                  
 Notes due 92849TAL2/                                                       
 2021       92849TAM0  C$200,000,000     C$1,110.00   C$30.00     C$1,140.00
 
(1) Per C$1,000 principal amount of Notes. Excludes accrued and unpaid      
    interest.                                                               
(2) Includes the Consent Payment.                                           

Holders must validly: (i) tender (and not validly withdraw) Notes to
the Offer; and (ii) deliver pursuant to the Solicitation (and not
validly revoke): (a) consents prior to 10:00 a.m., Toronto time, on
May 21, 2014 ("Consent Date"); and (b) "Eligible Proxy Forms" (being
a Proxy Form appointing the Viterra Proxyholders and containing
instructions to vote in favour of each of the Resolutions) on or
prior to the Proxy Cut-Off Date (currently the same as the Consent
Date), in order to be eligible to receive the Total Consideration.  
Holders that tender after the Consent Date but prior to the
Expiration Time (as defined below), will receive the Total
Consideration less the Consent Payment (the "Tender Offer
Consideration").  
The Offer and Solicitation is described in the Offer to Purchase and
Consent Solicitation Statement dated May 5, 2014 (the "Statement"),
the notice of Noteholder Meeting, letter of transmittal and consent,
form of proxy and meeting matters document (collectively, the "Offer
Documents"). Capitalized terms used but not otherwise defined in this
press release have the respective meanings in the Statement. 
Expiration Time, Withdrawal Deadline and Record Date 
The Offer is scheduled to expire at 5:00 p.m., Toronto time, on June
5, 2014, unless extended or earlier terminated by Viterra (the
"Expiration Time"). Tendered Notes may be withdrawn and the related
Consents revoked at any time on or prior to 10:00 a.m., Toronto time,
on May 21, 2014 (the "Withdrawal Deadline"), but not thereafter
unless required by applicable law. However, if a Holder validly
revokes an Eligible Proxy Form after the Withdrawal Deadline the
Holder will be deemed to validly withdraw the related Notes and
validly revoked the related Consents.  
The record date in respect of the Solicitation has been set as May 2,
2014 at the close of business, Toronto time (the "Record Date") to
determine which Holders may receive notice and are eligible to vote
at the Noteholder Meeting. Only Holders whose names appear on the
register of Holders maintained on behalf of Viterra at the close of
business, Toronto time, on the Record Date or their authorized
proxies may receive notice and be eligible to vote at the Noteholder
Meeting. Accordingly, to be eligible to receive the Total
Consideration, in addition to validly tendering (and not withdrawing)
their Notes, Holders who acquire Notes after the Record Date must
ensure they acquire the voting rights associated with such Notes and
deliver a related Eligible Proxy Form prior to the Proxy Cut-Off
Date. If a Holder validly tenders (and does not validly withdraw)
Notes, the Holder will also be deemed to validly deliver the related
Consent and related Eligible Proxy Form (provided the Holder is
entitled to vote such Notes at the Noteholder Meeting).  
Summary of the Proposed Amendments 
The Proposed Extraordinary Amendments would, among other things: (i)
(if regulatory approval being sought by Viterra is obtained) align
the reporting requirements under the Indenture with Glencore Xstrata
plc's ("Glencore") public reporting requirements; (ii) remove the
application of positive covenants and events of default with regard
to restricted subsidiaries of Viterra; and (iii) eliminate certain
restrictions on related party transactions. If the Proposed
Extraordinary Resolutions become operative, the Indenture will be
further amended to provide a guarantee (the "Parent Guarantees") by
each of Glencore and its main operating subsidiaries, Glencore
International AG and Glencore (Schweiz) AG (collectively, the "Parent
Guarantors") and add a corresponding negative pledge to the Indenture
restricting each of the Parent Guarantors and their respective
material subsidiaries from pledging their properties or assets as
security for certain present or future indebtedness and make certain
consequential amendments including expanding events of default
relating to Indenture covenant non-compliance, cross-acceleration on
certain other indebtedness, liquidation or wind-up and certain
bankruptcy or insolvency events such that they apply to each of the
Parent Guarantors, as well as to Viterra. 
The Proposed Special Amendments would, among other things, provide
Viterra with the right to redeem the Notes for cash at a price equal
to Tender Offer Consideration, plus accrued and unpaid interest.  
Conditions to the Proposed Amendments 
The Offer and Solicitation is conditional upon: (i) receiving the:
(x) requisite consent; or (y) Noteholder approval at the Noteholder
Meeting, for the Proposed Amendments; and (ii) other customary
conditions, in each case as described and set forth in the Statement. 
Effect of the Proposed Amendments on Non-Consenting and Non-Voting
Holders  
If the Proposed Amendments become effective, each Holder,
irrespective of whether such Holder voted for or consented to the
Proposed Amendments, will be bound by the Proposed Amendments. 
Noteholder Meeting 
The Noteholder Meeting is scheduled to take place at 10:00 a.m.,
Toronto time, on May 23, 2014 at Suite 5300, Toronto-Dominion Bank
Tower, 66 Wellington Street West, Toronto, Ontario, M5K 1E6 (as may
be adjourned or postponed), to consider and, if deemed appropriate,
pass the Resolutions. 
Requisite Approval 
Requisite approval of the Noteholders for the Proposed Extraordinary
Amendments may be obtained if: 


 
 
--  valid consents from holders of not less than 66 2/3% in aggregate
    principal amount of Notes have been received (and have not been validly
    revoked); or 
 
--  the Extraordinary Resolution is passed by the holders of Notes
    representing not less than 66 2/3% of the votes cast in respect of such
    resolution at the Noteholder Meeting. 

Further, requisite approval of the Noteholders for the Proposed Special
Amendments may be obtained if: 


 
 
--  valid consents from holders of not less than 95% in aggregate principal
    amount of Notes have been received (and have not been validly revoked);
    or 
 
--  the Special Resolution is passed by the holders of Notes representing
    not less than 95% of the votes cast in respect of such resolution at the
    Noteholder Meeting. 

CIBC World Markets Inc. is acting as Dealer Manager and Solicitation
Agent and CST Trust Company is acting as Depositary and Tabulation
Agent for the Offer and Solicitation. Any questions or requests for
additional copies of the Statement, Letter of Transmittal, Proxy Form
or other documents may be directed to CST Phoenix Advisors as
Information Agent. 


 
 
                The Dealer Manager and Solicitation Agent is:               
 
                           CIBC World Markets Inc.                          
                              Brookfield Place                              
                                P.O. Box 500                                
                          5th Floor, 161 Bay Street                         
                             Toronto, ON M5J 2S8                            
                           Direct: (416) 956-6171                           
                          Facsimile: (416) 594-7760                         
 
                          The Information Agent is:                         
 
                            CST Phoenix Advisors                            
                 Toll Free in North America: 1(800) 761-6578                
                    Outside North America: 1-201-806-2222                   
                   Email: inquiries@phoenixadvisorscst.com                  
                    Toll Free Facsimile: 1(888) 509-5907                    
 
                   The Depositary and Tabulation Agent is:                  
 
                              CST Trust Company                             
                     320 Bay Street, Basement Level (B1)                    
                             Toronto, ON M5H 4A6                            
                          Toll Free: (800) 387-0825                         
                           Direct: (416) 682-3860                           
                          Facsimile: (514) 985-8853                         
 
     Banks and Brokers call: (416) 682-3860 (toll free: 1-800-387-0825)     

IMPORTANT NOTICE  
Holders are urged to evaluate carefully all information in the Offer
Documents, consult their own investment and tax advisors and make
their own decisions about whether to tender Notes and deliver
Consents and Proxy Forms, and, if they wish to tender Notes and
deliver Consents and Proxy Forms, the principal amount of Notes and
related Consents and Proxy Forms to tender and deliver. The
statements made in this news release are made as of the date hereof,
and the issuance of this news release or delivery of the Offer
Documents and the accompanying materials shall not, under any
circumstances, create any implication that the information contained
herein or therein is correct after the date hereof or thereof. None
of Viterra, the Parent Guarantors, the Dealer Manager and
Solicitation Agent, the Depositary and Tabulation Agent, the
Information Agent or the Trustee, or any of their respective
affiliates or representatives has authorized any person to make any
recommendation to any Holder whether to tender or refrain from
tendering any or all of such Holder's Notes in the Offer, or whether
to deliver or refrain from delivering any Consents and/or Proxy
Forms.  
The Offer Documents do not constitute an offer to buy or the
solicitation of an offer to sell Notes in any jurisdiction in which
such offer or solicitation is unlawful. In those jurisdictions where
the securities, "blue sky" or other laws require the Offer to be made
by a licensed broker or dealer, the Offer shall be deemed to be made
on behalf of us by the Dealer Manager and Solicitation Agent or one
or more registered brokers or dealers licensed under the laws of such
jurisdiction. Neither the delivery of the Offer Documents nor any
purchase of Notes or acceptance of Consents and Proxy Forms shall,
under any circumstances, create any implication that there has been
no change in our or our affiliates, affairs since the date hereof, or
that the information included herein is correct as of any time
subsequent to the date hereof. 
THE PARENT GUARANTEES HAVE NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED
STATES OR TO U.S. PERSONS, EXCEPT TO QIBS IN TRANSACTIONS EXEMPT
FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S.
SECURITIES ACT OR TO CERTAIN PERSONS IN OFFSHORE TRANSACTIONS IN
RELIANCE ON REGULATION S UNDER THE U.S. SECURITIES ACT. 
THE OFFER AND SOLICITATION IS NOT BEING MADE TO HOLDERS OF SECURITIES
IN ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE OF THE OFFER
AND SOLICITATION WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH
JURISDICTION. NONE OF VITERRA, THE PARENT GUARANTORS, THE DEALER
MANAGER, DEPOSITARY, THE INFORMATION AGENT OR BNY TRUST COMPANY OF
CANADA AS TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES OR
REPRESENTATIVES MAKES ANY RECOMMENDATION TO ANY HOLDER WHETHER TO
TENDER OR REFRAIN FROM TENDERING ANY OR ALL OF SUCH HOLDER'S NOTES IN
THE OFFER, OR WHETHER TO DELIVER OR REFRAIN FROM DELIVERING ANY
CONSENTS OR PROXY FORMS. 
Cautionary Statement on Forward-Looking Statements  
This press release may contain statements that are or may be deemed
to be "forward-looking statements", as defined in the U.S. Private
Securities Litigation Reform Act of 1995 or "forward-looking
information" as defined under applicable Canadian securities
legislation. These forward-looking statements include all matters
that are not historical facts and include, but are not limited to,
any statements about the Offer, the Solicitation, the effect of the
Proposed Amendments and Viterra 's beliefs, opinions or current
expectations concerning, among other things, the business, financial
condition, results of operations, prospects, strategies and plans of
Viterra and may be (but are not necessarily) identified by the use of
the words "anticipate" "expect", "believe", "may", "could", "should",
"estimate", "plan", "project", "intend", "outlook", "forecast",
"likely", "probably" or other similar words are used to identify such
forward-looking information. 
Forward-looking statements 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 statements involve 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 statements. All of Viterra's forward-looking
statements are qualified by the assumptions that are stated or
inherent in such forward-looking statements. Although Viterra
believes that these assumptions are reasonable, results may differ
materially from results indicated in forward-looking statements due
to a number of factors, including: the possibility that the Offer and
the Solicitation will not be consummated; any failure to satisfy or
waive any conditions to the Offer and the Solicitation; and the level
of participation by Holders in the Offer and the receipt of Letter of
Transmittals and Proxy Forms sufficient to effectuate the Proposed
Amendments. These are not an exhaustive list of all possible factors.
All factors should be considered carefully when making decisions with
respect to Viterra. Factors that could cause actual results or events
to differ materially from current expectations include, among others,
risks related to weather, politics and governments, changes in
environmental and other laws and regulations, competitive factors in
agricultural, food processing and feed sectors, construction and
completion of capital projects, labour, equipment and material costs,
access to capital markets, interest and currency exchange rates,
technological developments, global and local economic conditions, the
ability of Viterra to successfully implement its strategic
initiatives and whether such strategic initiatives will yield the
expected benefits, the operating performance of the Viterra's assets,
the availability and price of commodities and regulatory environment,
processes and decisions. By their nature, forward-looking statements
are subject to various risks and uncertainties, including those risks
referred to under the heading "Certain Important Considerations in
this Statement and under the heading "Risks and Risk Management" in
Viterra's management's discussion and analysis for the year ended
December 31, 2013, any of which could cause Viterra's actual results
and experience to differ materially from the anticipated results or
expectations expressed. Additional information on these and other
factors is available in the reports filed by Viterra with Canadian
securities regulators.  
The reader is cautioned not to place undue reliance on
forward-looking statements, which speak only as of the date of this
press release. Viterra undertakes no obligation to update publicly or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by law. 
About Viterra 
Viterra is Canada's grain industry leader, supported by the expertise
of its people, a superior network of assets, and unrivalled
connections to world markets. Headquartered in Regina, Saskatchewan,
our commitment to agriculture goes back nearly 100 years, partnering
with farmers to market and move their crops to areas of need around
the world. Our continued focus on operational excellence throughout
North America allows us to efficiently handle, process, distribute
and transport grains and oilseeds. We provide further value to our
partners through a wide variety of contracting and risk management
tools to help them realize the full potential of their crops. For
more information on Viterra in North America, please visit
www.viterra.com. Viterra is part of the Agricultural Business Segment
of Glencore. 
Contacts:
Viterra Inc.
Peter Flengeris
(306) 569-4810
peter.flengeris@viterra.com
www.viterra.com
 
 
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