Viterra Announces Regulatory Clearance for Its Planned Acquisition of Dakota Growers Pasta Company
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CALGARY, ALBERTA, Apr 06 (MARKET WIRE) --
Viterra Inc. (TSX: VT) (ASX: VTA) today announced that it has received
regulatory clearance from the U.S. Federal Trade Commission (the
"Commission") regarding Viterra's planned acquisition of Dakota Growers
Pasta Company, Inc. ("Dakota Growers"). The Commission has granted early
termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act ("HSR Act") with respect to Viterra's planned
acquisition of Dakota Growers, first announced in March 2010.
The HSR Act provides the U.S. federal government with the opportunity to
engage in a prior review of the potential effects on competition of
certain mergers, acquisitions or other consolidations.
Viterra and Dakota Growers announced on March 10, 2010 a definitive
merger agreement whereby Viterra would acquire Dakota Growers in a cash
tender offer and subsequent merger. A wholly owned subsidiary of Viterra
initiated a cash tender offer on March 23, 2010 (the "Offer") to purchase
all outstanding shares of common stock of Dakota Growers and all
outstanding shares of Series D preferred stock of Dakota Growers. The
Offer will expire at midnight (EDT) on May 3, 2010, unless extended in
accordance with the terms of the merger agreement with Dakota Growers and
the applicable rules and regulations of the U.S. Securities and Exchange
Commission (the "SEC"). Termination of the waiting period under the HSR
Act satisfies one of the conditions to the closing of the Offer. The
closing of the Offer is also conditioned on the tender of more than 50
percent of the outstanding shares of common stock of Dakota Growers
measured on a fully diluted basis and other customary closing conditions.
Under the Offer, stockholders of Dakota Growers will receive $18.28 in
cash for each share of Dakota Growers common stock and $0.10 in cash for
each share of Dakota Growers Series D preferred stock validly tendered in
the offer and not subsequently withdrawn, in each case without interest
and less any required withholding taxes.
Wells Fargo Bank, N.A. is the depositary for the Offer and Kingsdale
Shareholder Services Inc. is the information agent for the Offer.
About Viterra
Viterra Inc. provides premium quality ingredients to leading global food
manufacturers. Headquartered in Canada, the global agribusiness has
extensive operations across Western Canada, Australia, and New Zealand,
with Adelaide, Australia as the base for Viterra's Southeast Asian
operations. Our growing international presence also extends to operations
in the United States, offices in Japan, Singapore, China and Switzerland.
Driven by an entrepreneurial spirit, we operate in three distinct
businesses: grain handling and marketing, agri-products, and value-added
processing. Our expertise, close relationships with producers, and
superior logistical assets allow the company to consistently meet the
needs of the most discerning end-use customers, helping to fulfill the
nutritional needs of people around the world.
Forward-Looking Information
This release contains forward looking statements that involve certain
risks and uncertainties which could cause actual results to differ
materially from future results expressed or implied by such statements.
Risks and uncertainties include uncertainties as to the timing of the
tender offer and merger; uncertainties as to how many Dakota Growers
stockholders will tender their shares in the offer; the risk that
competing offers will be made; the possibility that various closing
conditions for the Offer or the merger may not be satisfied or waived;
the effects of disruption from the Offer and the merger, making it more
difficult to maintain relationships with employees, customers, other
business partners or governmental entities; as well as risks detailed
from time to time in Dakota Growers' public disclosure filings with the
SEC, including its Annual Report on Form 10-K for the fiscal year ended
July 31, 2009, subsequent quarterly filings on Form 10-Q and the
Solicitation/Recommendation Statement on Schedule 14D-9 filed by Dakota
Growers in connection with the Offer.
Viterra can give no assurance that any of the transactions related to the
Offer or the merger will be completed or that the conditions to the offer
and the merger will be satisfied. The information contained in this press
release is as of April 6, 2010. Viterra disclaims any intent or
obligation to update any forward-looking statements contained in this
release as a result of developments occurring after the period covered by
this release or otherwise.
Important Additional Information
The Offer for all of the outstanding shares of common stock and Series D
Preferred Stock of Dakota Growers commenced on March 23, 2010. Viterra
and certain of its wholly-owned subsidiaries have filed a Tender Offer
Statement on Schedule TO (including an Offer to Purchase, Letters of
Transmittal and related tender offer documents, the "Tender Offer
Documents") with the SEC. The information contained herein is for
informational purposes only and does not constitute an offer to purchase,
or a solicitation of an offer to sell, shares of common stock of Dakota
Growers, nor is it a substitute for the Tender Offer Documents. Investors
and Dakota Growers stockholders are strongly advised to read the Tender
Offer Documents and the related Solicitation/Recommendation Statement on
Schedule 14D-9 and all updates thereto that have been or may be filed
with the SEC because they contain important information.
Investors and Dakota Growers stockholders can obtain copies of these
materials (and all other related documents filed with the SEC) when
available, at no charge on the SEC's website at www.sec.gov. Investors
and Dakota Growers stockholders may also read and copy any reports,
statements and other information filed by Viterra or Dakota Growers with
the SEC, at the SEC public reference room at 100 F Street, NE.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit
the SEC's website for further information on its public reference room.
Contacts:
Viterra Inc.
Peter Flengeris
Investor Relations and Corporate Affairs
(306) 569-4810
www.viterra.ca
DAKOTA GROWERS STOCKHOLDER QUESTIONS:
Please call Kingsdale Shareholder Services Inc
North American Toll Free Phone: 1-888-518-6812
Toll Free: 1-866-545-558 (FAX)
contactus@kingsdaleshareholder.com
Copyright 2010, Market Wire, All rights reserved.
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