CALGARY, ALBERTA, CANADA — Viterra Inc. announced on June 22 that its board of directors has approved the redemption of all of its 8.5% Senior Unsecured Notes Series 2007-1 due Aug. 1, 2017.
The notes will be redeemed on or about Aug. 1 for C$208.5 million plus accrued interest, which includes a redemption premium of C$8.5 million. The redemption will be funded by cash on hand and a draw on available credit facilities.
The board of directors also approved facilitating a corporate pre-acquisition reorganization of Viterra. The reorganization has been requested by Glencore International plc, in accordance with the arrangement agreement between Viterra and Glencore dated March 20. The arrangement agreement provides for the acquisition of 100% of the shares of Viterra by an indirect wholly-owned subsidiary of Glencore for C$16.25 per share in cash pursuant to a court approved plan of arrangement. The reorganization will not take effect until immediately prior to, and be contingent upon, the closing of the arrangement and will not impact Viterra's shareholders.
Viterra continues to work to close the arrangement by the end of July. However, it is not possible at this time to determine with certainty when the effective date of the arrangement will occur. The closing of the arrangement is subject to the satisfaction or waiver of all applicable conditions, including the granting of outstanding approvals or clearances under the Investment Canada Act, the Australian Foreign Acquisitions and Takeovers Act 1975, the European Union Merger Regulation and the Chinese Anti-Monopoly Law.
Significant approvals that have been granted to date include Viterra shareholder approval, the final order issuance by the Ontario Superior Court of Justice approving the arrangement under the Canada Business Corporations Act, the No Action letter from the Competition Bureau of Canada, the expiration of the U.S. statutory waiting period for antitrust review, and most recently, the statement made by the Australian Competition and Consumer Commission that they will not oppose the arrangement.