30 September 2009

JWS assists ABB Grain on Scheme of Arrangement

Johnson Winter & Slattery has assisted leading Australian agribusiness, ABB Grain Limited, complete its A$1.6 billion scheme of arrangement, which will result in its acquisition by major Canadian agribusiness, Viterra Inc. Announced on 19 May 2009, the transaction has been implemented over the last 4 months. The transaction was approved by ABB Grain shareholders on 9 September 2009 and by the Federal Court of Australia on 10 September 2009, and was implemented last Wednesday, 23 September 2009. The transaction is one of the largest public M&A transactions in recent times involving foreign scrip as consideration. Under the scheme, ABB Grain shareholders were given the choice of: > standard consideration of $4.35 cash and 0.4531 Viterra Shares or Viterra CDIs per ABB Grain share; > maximum cash consideration of up to $8.70 per ABB Grain share (subject to scale back); or > maximum scrip consideration of up to 0.9062 Viterra shares or Viterra CDIs per ABB Grain share (subject to scale back). Viterra Shares are listed on the Toronto Stock Exchange and, as part of the transaction, Viterra CDIs (CHESS depositary interests) were listed on the Australian Securities Exchange. In the end, shareholders holding over 92% of ABB Grain shares elected standard consideration or maximum scrip consideration, demonstrating the significance of consideration alternatives comprising Viterra’s foreign scrip. John Keeves, lead JWS partner on the transaction, said ‘It is very pleasing to have completed such a significant and complex strategic transaction for our long-time relationship client ABB Grain. This transaction represents a key step in the anticipated consolidation of Australian agribusiness industry. It also shows that, in the right circumstances, there can be significant appetite for foreign scrip deals in Australia.’ John Keeves was assisted by corporate partner, Tim Bowley, litigation partner, Kate Fitzgerald, finance partner, Jim Hunwick, competition partner, Aldo Nicotra and a team of JWS lawyers drawn from JWS’s Adelaide, Sydney and Melbourne offices. The transaction has added to JWS’s already significant experience in agricultural and allied industries, supplementing previous experience with the ABB Grain and AWB merger discussions, the three-way ABB Grain-AusBulk-UGH merger and significant wine industry experience. Johnson Winter & Slattery firm details JWS is a national corporate law firm with over 40 partners, and offices in Sydney, Melbourne, Adelaide and Perth. The firm represents major private and public sector business organisations in a number of specialist practice areas. The firm is resourced with a bias to senior lawyers with exceptional legal and commercial expertise, ensuring timely decision-making and the delivery of superior legal services. Media contacts: Peter Slattery, Managing Partner Phone. +61 8 8239 7114 Mobile. +61 419 819 348 Email. peter.slattery@jws.com.au

Download: Press Release_ABB Sept_09.pdf (67 Kb)

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