Bunge to acquire Corn Products in $4.8-billion share swap deal

23 June 2008

Global agribusiness and food company Bunge Limited  and global corn refiner Corn Products International, Inc, today announced that they have entered into a definitive agreement in which Bunge will acquire Corn Products in an all-stock transaction. The aggregate transaction value is approximately $4.8 billion, including assumption of approximately $414 million of Corn Products' net debt.

Through the acquisition, Bunge gains a foothold Corn Products' consumer base, which includes Coca-Cola and Kellogg,  and an entry the syrups and sweeteners business.

In 2007, Bunge, the third-largest American agribusiness by revenue, behind Cargill and Archer Daniels Midland, reported net income of $778 million and generated total segment EBIT of $1,230 million. During the same period, Corn Products reported net income of $198 million and operating income of $347 million on record net sales and diluted earnings per share of $3.4 billion and $2.59, respectively. The company has operations in 15 countries at 34 plants, including wholly owned businesses, affiliates and alliances.

Under the terms of the agreement, approved by the boards of directors of both companies, Corn Products stockholders will receive common shares of Bunge with a market value of $56.00 for each share of Corn Products common stock that they own, subject to adjustment (described below). Following the closing of the transaction, Corn Products stockholders will own approximately 21 per cent of Bunge's fully diluted shares.

Under the terms of the agreement, each share of Corn Products common stock will be exchanged for a fraction of a common share of Bunge determined by dividing $56.00 by the volume weighted average closing price of a Bunge common share on the New York Stock Exchange for the 15 trading days ending on the second trading day prior to the date of the Corn Products stockholders meeting, provided that if this average closing price is equal to or greater than $133.10, each share of Corn Products common stock will be exchanged for 0.4207 of a Bunge common share, and if this average closing price is equal to or less than $108.90, each share of Corn Products common stock will be exchanged for 0.5142 of a Bunge common share.

The exchange of shares in the transaction is expected to qualify as a tax-free reorganisation, allowing Corn Products stockholders to defer any gain on their shares for US income tax purposes. The transaction is expected to close in the fourth quarter of 2008 and is subject to the satisfaction of customary closing conditions, including receipt of regulatory clearances, as well as approval by the shareholders of both companies.