September 23, 2009

 

Viterra completes ABB acquisition, appoints new directors
 
Press Release

 

 

Viterra Inc. has completed its acquisition of ABB Grain Ltd, and four former directors of ABB have joined Viterra's Board of Directors as agreed on May 19, 2009 on a signed agreement.

 

Viterra has already undertaken significant integration planning of the two companies, said Mayo Schmidt, president and CEO of Viterra.

 

The merger marks the company's new role as a leading global ingredients supplier, and the company is well-positioned to support the existing the future needs of both its producer and destination customer base as well as the ever-increasing demand for quality food in Asia and Southeast Asia, said Schmidt.

 

An aggregate cash amount of A$751,689,273.37 (US$658.3 million) has been paid into the trust account designated by ABB. An aggregate of 78,296,645 new shares of Viterra (the "New Viterra Shares") have been issued, of which 9,634,338 New Viterra Shares were issued to ABB shareholders who elected to receive common shares of Viterra.

 

Dispatch of share certificates representing these New Viterra Shares is expected to commence on or about September 28, 2009.

All ordinary shares of ABB have been delivered and registered in the name of Viterra Australia.

 

The additions to Viterra's Board, which include two Australian growers, will expand the perspective of the Board, ensuring that it has the benefit of Australian experience in the development of the company's future global direction. Its corporate governance model will be enhanced with the addition of a deputy chairman position, one of the ABB nominees.
 
Viterra also noted that to facilitate the appointment of these new Directors, because of limitations under the Canadian Business Corporations Act with respect to the number of directors that can be added to the Board at any one time, Herb Pinder, a long-time Viterra Director, has temporarily resigned from the Board and will act as an observer until spring 2010. Viterra intends to nominate Pinder for re-election as a Director at the next annual meeting of shareholders.
 
Viterra's new directors are Perry Gunner, Max Venning, Paul Daniel, and Kevin Osborn.
 

Gunner was the Chair of ABB's Board and served on its Nomination and Remuneration Committees. He is a director of Australian Vintage Ltd. and Freedom Nutritional Foods Limited and a previous director of AusBulk Ltd.

 

Gunner has been appointed Viterra's deputy chairman and will serve on Viterra's Nominating Corporate Governance Committee.
 
Venning was the deputy chair of ABB's Board, and served on Nomination and Grower Links Committees. A grower from Bute, South Australia, he is also a previous director of AusBulk Ltd. and United Grower Holdings Ltd. Venning will serve on Viterra's Compensation Committee.
 
Daniel served on the Finance and Audit Committees of ABB's Board. He is a previous director of Direct Fertilisers Ltd and is a grower from Balaklava, South Australia. Daniel will join the Board's Audit Committee.
 

Osborn was the Chair of ABB's Finance and Audit Committees of the Board, and a member of the Corporate Risk and Compliance and Remuneration Committees. He is deputy chairman of Bendigo and Adelaide Bank Ltd and Director of Leaders Institute of SA Inc. Osborn will participate on Viterra's Audit Committee and a newly formed Safety, Health and Environment Committee.

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