Under terms of the deal, AGT has agreed to issue 5.375% interest bearing securities and common share purchase warrants to Fairfax. Fairfax will have the right to nominate one independent director to the board of directors of AGT and will become entitled to nominate an additional independent director upon the exercise of all of the warrants, the company said. The proceeds raised from the Fairfax transaction will be used by AGT for immediate repayment of debt, future growth initiatives and general corporate purposes.
AGT has agreed that it will not solicit interest from any other party in relation to any potential capital raising or financial transaction involving debt or equity of AGT until Sept. 15.
“Fairfax, with their exceptional track record in global emerging markets is an ideal partner for AGT as we look to grow our business and pursue our long-term goals,” said Murad Al-Katib, president and chief executive officer of AGT. “We are very excited about this new relationship for AGT, and look forward to working with the Fairfax team as we explore new strategic growth opportunities. The transaction significantly improves our balance sheet by providing attractively priced and near-permanent strategic capital. Management views this as a material de-levering event that equips the company with the necessary liquidity for its current and future growth needs.”
AGT produces a full range of pulses and specialty crops, including lentils, peas, chickpeas, beans and canary seed as well as food ingredients such as pulse flours, proteins, starches and fibers. Through its subsidiaries in Turkey, the Arbel Group, AGT also produces staple foods such as Arbella Pasta, rice, and milled wheat products, including bulgur and semolina.
“We are very pleased to partner with Murad and Huseyin and the entire AGT team to build a Canadian-based, global champion in the agriculture and food sector,” said Paul Rivett, president of Fairfax. “From very humble beginnings in Regina, Saskatchewan, and Mersin, Turkey, AGT has established the leading global platform in the value-added pulses and food and ingredients sector. Our partnership will leverage the best of our broader capabilities and expertise in infrastructure and agriculture to pursue mutually beneficial opportunities for both organizations globally.”
Cormark Securities Inc. is acting as financial adviser to AGT.