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Freshfields advises Viterra and its shareholders on the merger with Bunge

Global law firm Freshfields Bruckhaus Deringer (‘Freshfields’) has advised Viterra Limited, a private company limited by shares incorporated under the laws of Jersey (“Viterra”), together with certain affiliates of Glencore PLC (“Glencore”), Canada Pension Plan Investment Board (“CPP Investments”) and British Columbia Investment Management Corporation (“BCI”) on the global merger control and foreign investment regulation aspects of its merger with Bunge Limited (“Bunge”) in a stock and cash transaction.

With Bunge and Viterra’s highly complementary asset footprints, the combined company will be strongly positioned to connect the world’s largest production regions to areas with the fastest-growing consumption. The merger will create an innovative global agribusiness company well positioned to meet the demands of increasingly complex markets and better serve farmers and end-customers.

Under the terms of the agreement, Viterra shareholders would receive approximately 65.6 million shares of Bunge stock with an aggregate value of approximately $6.2 billion, and approximately $2.0 billion in cash, representing a consideration mix of approximately 75% Bunge stock and 25% cash. As part of the transaction, Bunge will assume $9.8 billion of Viterra debt, which is associated with approximately $9.0 billion of highly-liquid Readily Marketable Inventories.

In addition, Bunge plans to repurchase $2.0 billion of Bunge’s stock (the “Repurchase Plan”) to enhance accretion to adjusted EPS. Bunge intends to commence repurchases as soon as practically possible, subject to market conditions and SEC rules on trading restrictions, and expects to complete the Repurchase Plan no later than 18 months post transaction close. Viterra shareholders would own 30% of the combined company on a fully diluted basis upon the close of the transaction, and approximately 33% after completion of the Repurchase Plan.

The merger is expected to close in mid-2024, subject to satisfaction of customary closing conditions, including receipt of regulatory approvals and approval by Bunge shareholders.

A highly integrated team of Freshfields experts in Asia, Europe, the Middle East and the US, in cooperation with local firms, leads on the merger control and foreign investment regulation workstreams across the world.

The team advising on the transaction is led by Freshfields Antitrust, Competition and Trade partners Frank Montag and Paul van den Berg in Europe, Jamillia Ferris and Jenn Mellott in the US, Ninette Dodoo and RuiMin partner Hazel Yin in Asia. RuiMin is a Chinese law firm that is part of Freshfields’ StrongerTogether network of leading law firms in Asia.