SYS-CON MEDIA Authors: Adine Deford, Cynthia Dunlop, Harry Trott, Xenia von Wedel, Peter Silva

News Feed Item

Viterra to Proceed With Noteholders Meeting Relating to Viterra's C$200 Million 6.406% Senior Unsecured Notes Due 2021 and Expects to Receive Requisite Approvals for Proposed Amendments

REGINA, SASKATCHEWAN -- (Marketwired) -- 05/22/14 -- Viterra Inc. ("Viterra" or the "Company"), announced that based on information provided by the Depositary and Tabulation Agent as of 10:00 am (Toronto time) on May 21, 2014 (the "Consent Date", "Proxy Cut-Off Date" and "Withdrawal Deadline"), C$175,793,000 aggregate principal amount of its outstanding 6.406% Senior Unsecured Notes due 2021 (the "Notes")(representing approximately 87.9% of the total outstanding principal amount of the Notes) along with related Consents and Eligible Proxy Forms had been validly tendered to its previously announced offer and solicitation for consents and proxies to effect certain proposed amendments (the "Proposed Amendments") to the Indenture. In addition, Viterra announced that based on information provided by the Depositary and Tabulation Agent, as of the Proxy Cut-Off Date no holder of Notes had voted against the Proposed Amendments.

Accordingly, Viterra expects that the Proposed Amendments will be approved at the meeting of holders (the "Noteholder Meeting") of Notes scheduled to take place, as previously announced, 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.

If requisite approval for the Proposed Amendments is obtained, Viterra expects to enter into a supplemental indenture with Glencore plc, Glencore International AG and Glencore (Schweiz) AG and the Trustee providing for the Proposed Amendments. The supplemental indenture, which will become operative upon Viterra's acceptance for payment of the Notes validly tendered (and not validly withdrawn) prior to the Consent Date, will be binding on the holders of Notes not purchased in the Offer.

As previously disclosed, if the Proposed Amendments become operative they will have a number of effects which include, if Viterra obtains the relief being sought under a relief application to the Financial and Consumer Affairs Authority of Saskatchewan and the Ontario Securities Commission, that Viterra will provide the financial statements of Glencore rather than the financial statements of Viterra.

Subject to the satisfaction or waiver of the general conditions to the Offer and Solicitation, Viterra expects on May 26, 2014 (the "Initial Settlement Date") to elect to accept for purchase all Notes validly tendered (and not validly withdrawn) prior to the Consent Date.

The Total Consideration for each C$1,000 principal amount of Notes validly tendered (and not validly withdrawn) prior to the Consent Date and accepted for purchase will be C$1,140. Included in the Total Consideration is a Consent Payment in the amount of C$30 per C$1,000 principal amount of Notes.

The Offer will expire at 5:00 p.m., Toronto time, on June 5, 2014, unless extended or earlier terminated (as extended or earlier terminated, the "Expiration Time"). Holders who validly tender their Notes after the Consent Date, but prior to the Expiration Time, will: (a) be eligible to receive the Tender Offer Consideration of C$1,110 per C$1,000 principal amount of Notes; (b) not be eligible to receive the Consent Payment.

The Offer and Solicitation is described in the news release issued on May 5, 2014, 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. Capitalized terms used but not otherwise defined in this press release have the respective meanings in the Statement.

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 delivery of this news release or 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. 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 or Proxy Forms.

This announcement is not an offer to purchase, a solicitation of an offer to sell or a solicitation of consents with respect to the Notes or any new securities of Viterra. The Offers and Consent Solicitations are made solely by means of the Statement. 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 OF 1933 (THE U.S. SECURITIES ACT) AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT), EXCEPT TO QUALIFIED INSTITUTIONAL BUYERS (AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT) 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 Offers and the Solicitation will not be consummated; the possibility that Notes that have been tendered may be validly withdrawn (and related Consents may be validly revoked); any failure to satisfy or waive any conditions to the Offer and the Solicitation; 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.

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
"We help companies that are using a lot of Software as a Service. We help companies manage and gain visibility into what people are using inside the company and decide to secure them or use standards to lock down or to embrace the adoption of SaaS inside the company," explained Scott Kriz, Co-founder and CEO of Bitium, in this SYS-CON.tv interview at 15th Cloud Expo, held Nov 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
15th Cloud Expo, which took place Nov. 4-6, 2014, at the Santa Clara Convention Center in Santa Clara, CA, expanded the conference content of @ThingsExpo, Big Data Expo, and DevOps Summit to include two developer events. IBM held a Bluemix Developer Playground on November 5 and ElasticBox held a Hackathon on November 6. Both events took place on the expo floor. The Bluemix Developer Playground, for developers of all levels, highlighted the ease of use of Bluemix, its services and functionalit...
The 4th International DevOps Summit, co-located with16th International Cloud Expo – being held June 9-11, 2015, at the Javits Center in New York City, NY – announces that its Call for Papers is now open. Born out of proven success in agile development, cloud computing, and process automation, DevOps is a macro trend you cannot afford to miss. From showcase success stories from early adopters and web-scale businesses, DevOps is expanding to organizations of all sizes, including the world's large...
Some developers believe that monitoring is a function of the operations team. Some operations teams firmly believe that monitoring the systems they maintain is sufficient to run the business successfully. Most of them are wrong. The complexity of today's applications have gone far and beyond the capabilities of "traditional" system-level monitoring tools and approaches and requires much broader knowledge of business and applications as a whole. The goal of DevOps is to connect all aspects of app...
SAP is delivering break-through innovation combined with fantastic user experience powered by the market-leading in-memory technology, SAP HANA. In his General Session at 15th Cloud Expo, Thorsten Leiduck, VP ISVs & Digital Commerce, SAP, discussed how SAP and partners provide cloud and hybrid cloud solutions as well as real-time Big Data offerings that help companies of all sizes and industries run better. SAP launched an application challenge to award the most innovative SAP HANA and SAP HANA...
When an enterprise builds a hybrid IaaS cloud connecting its data center to one or more public clouds, security is often a major topic along with the other challenges involved. Security is closely intertwined with the networking choices made for the hybrid cloud. Traditional networking approaches for building a hybrid cloud try to kludge together the enterprise infrastructure with the public cloud. Consequently this approach requires risky, deep "surgery" including changes to firewalls, subnets...
Want to enable self-service provisioning of application environments in minutes that mirror production? Can you automatically provide rich data with code-level detail back to the developers when issues occur in production? In his session at DevOps Summit, David Tesar, Microsoft Technical Evangelist on Microsoft Azure and DevOps, will discuss how to accomplish this and more utilizing technologies such as Microsoft Azure, Visual Studio online, and Application Insights in this demo-heavy session.
DevOps is all about agility. However, you don't want to be on a high-speed bus to nowhere. The right DevOps approach controls velocity with a tight feedback loop that not only consists of operational data but also incorporates business context. With a business context in the decision making, the right business priorities are incorporated, which results in a higher value creation. In his session at DevOps Summit, Todd Rader, Solutions Architect at AppDynamics, discussed key monitoring techniques...
Cultural, regulatory, environmental, political and economic (CREPE) conditions over the past decade are creating cross-industry solution spaces that require processes and technologies from both the Internet of Things (IoT), and Data Management and Analytics (DMA). These solution spaces are evolving into Sensor Analytics Ecosystems (SAE) that represent significant new opportunities for organizations of all types. Public Utilities throughout the world, providing electricity, natural gas and water,...
The security devil is always in the details of the attack: the ones you've endured, the ones you prepare yourself to fend off, and the ones that, you fear, will catch you completely unaware and defenseless. The Internet of Things (IoT) is nothing if not an endless proliferation of details. It's the vision of a world in which continuous Internet connectivity and addressability is embedded into a growing range of human artifacts, into the natural world, and even into our smartphones, appliances, a...
How do APIs and IoT relate? The answer is not as simple as merely adding an API on top of a dumb device, but rather about understanding the architectural patterns for implementing an IoT fabric. There are typically two or three trends: Exposing the device to a management framework Exposing that management framework to a business centric logic Exposing that business layer and data to end users. This last trend is the IoT stack, which involves a new shift in the separation of what stuff happe...
The 3rd International Internet of @ThingsExpo, co-located with the 16th International Cloud Expo - to be held June 9-11, 2015, at the Javits Center in New York City, NY - announces that its Call for Papers is now open. The Internet of Things (IoT) is the biggest idea since the creation of the Worldwide Web more than 20 years ago.
The Internet of Things is tied together with a thin strand that is known as time. Coincidentally, at the core of nearly all data analytics is a timestamp. When working with time series data there are a few core principles that everyone should consider, especially across datasets where time is the common boundary. In his session at Internet of @ThingsExpo, Jim Scott, Director of Enterprise Strategy & Architecture at MapR Technologies, discussed single-value, geo-spatial, and log time series dat...
An entirely new security model is needed for the Internet of Things, or is it? Can we save some old and tested controls for this new and different environment? In his session at @ThingsExpo, New York's at the Javits Center, Davi Ottenheimer, EMC Senior Director of Trust, reviewed hands-on lessons with IoT devices and reveal a new risk balance you might not expect. Davi Ottenheimer, EMC Senior Director of Trust, has more than nineteen years' experience managing global security operations and asse...
The Internet of Things will greatly expand the opportunities for data collection and new business models driven off of that data. In her session at @ThingsExpo, Esmeralda Swartz, CMO of MetraTech, discussed how for this to be effective you not only need to have infrastructure and operational models capable of utilizing this new phenomenon, but increasingly service providers will need to convince a skeptical public to participate. Get ready to show them the money!