Attached files
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| EX-99.1 - PRESS RELEASE - BUNGELTD | ss80905_ex9901.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
Report (Date of earliest event reported): December 23,
2009
BUNGE
LIMITED
(Exact
name of Registrant as specified in its charter)
|
Bermuda
(State
or other jurisdiction
of
incorporation)
|
001-16625
Commission
File Number
|
98-0231912
(I.R.S.
Employer
Identification
Number)
|
|
50
Main Street
White Plains, New
York
(Address
of principal executive offices)
|
10606
(Zip
code)
|
|
(914)
684-2800
(Registrant’s
telephone number, including area code)
|
|
N.A.
(Former
name or former address, if changes since last
report)
|
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
3.02.
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Unregistered
Sales of Equity Securities.
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On
December 23, 2009, Agroindustrial Nova Ponte Ltda. (“Nova Ponte”) and Bunge
Alimentos S.A., two indirect wholly owned subsidiaries of Bunge Limited
(“Bunge”), entered into an agreement with Usina Moema Participações S.A. (“Moema
Par”) and its shareholders under which Nova Ponte will become the 100% owner of
Moema Par. Moema Par is a holding company that wholly owns one
sugarcane mill in Brazil and has ownership interests in five others
(collectively, “Moema Group”).
The
transaction will be structured as a share exchange, and under the terms of the
agreement, shareholders in Moema Par will be entitled to receive approximately
7.3 million common shares of Bunge, which includes a payment of approximately
$36 million in respect of working capital. Based on the closing price
of Bunge’s common shares on December 23, 2009, the value of the transaction is
approximately $896 million, including approximately $480 million of net debt and
excluding this working capital amount. The final number of shares to be issued
will be based on the amount of net indebtedness and working capital of Moema Par
at closing.
The
common shares of Bunge to be issued pursuant to this agreement will be issued to
the shareholders of Moema Par at the closing of the transaction in a private
placement in reliance upon the exemption from registration provided by Section
4(2) of the Securities Act of 1933.
Bunge has
agreed to file a registration statement for the common shares issued to the
shareholders of Moema Par participating in the transaction, pursuant to a
Registration Rights and Conditions of Transfers Agreement, which will be entered
into at the closing of the transaction, which will allow the shareholders to
resell their common shares from time to time. In addition, pursuant
to the same agreement, the shareholders participating in the transaction have
agreed, during the 18 month period after the closing, to certain volume and
other restrictions with respect to sales of their common shares.
The
closing of this transaction is expected to occur within the next 45 days,
subject to the satisfaction of certain conditions.
In the
coming weeks, Bunge may enter into agreements to secure some or all of the
remaining interests in the mills that constitute the Moema Group. These
transactions would be on economic terms consistent with the Moema Par
transaction.
|
Item
8.01.
|
Other
Events.
|
Bunge
issued a press release announcing the transaction with Moema Par on December 24,
2009. A copy of the press release is attached to this Current Report
on Form 8-K as Exhibit 99.1.
|
Item
9.01.
|
Financial
Statements and Exhibits.
|
|
|
(d)
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Exhibits
|
|
Exhibit No.
|
Description
|
|
99.1
|
Press
Release announcing the Transaction with Usina Moema Participações S.A.,
dated December 24, 2009
|
Cautionary
Statement Concerning Forward-Looking Statements
This
document contains both historical and forward-looking statements. All
statements, other than statements of historical fact are, or may be deemed to
be, forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. These forward-looking statements are not
based on historical facts, but rather reflect our current expectations and
projections about our future results, performance, prospects and
opportunities. We have tried to identify these forward-looking
statements by using words including "may," "will," “should,” “could,” "expect,"
"anticipate," "believe," “plan,” "intend," "estimate," "continue" and similar
expressions. These forward-looking statements are subject to a number
of risks, uncertainties and other factors that could cause our actual results,
performance, prospects or opportunities to differ materially from those
expressed in, or implied by, these forward-looking statements. The
following important factors, among others, could affect our business and
financial performance: industry conditions, including fluctuations in supply,
demand and prices for agricultural commodities and other raw materials and
products used in our business, fluctuations in energy and freight costs and
competitive developments in our industries; the effects of weather conditions
and the outbreak of crop and animal disease on our business; global and regional
agricultural, economic, financial and commodities market, political, social and
health conditions; the outcome of pending regulatory and legal proceedings; our
ability to complete, integrate and benefit from acquisitions, including the
transactions discussed herein, dispositions, joint ventures and strategic
alliances; changes in government policies, laws and regulations affecting our
business, including agricultural and trade policies, tax regulations and
biofuels legislation; and other factors affecting our business
generally. The forward-looking statements included in this document
are made only as of the date hereof, and except as otherwise required by federal
securities law, we do not have any obligation to publicly update or revise any
forward-looking statements to reflect subsequent events or
circumstances.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: December
29, 2009
| BUNGE LIMITED | ||||
| By: | /s/ Carla L. Heiss | |||
| Name: | Carla L. Heiss | |||
| Title: | Assistant General Counsel | |||
EXHIBITS
|
Exhibit No.
|
Description
|
|
99.1
|
Press
Release announcing the Transaction with Usina Moema Participações S.A.,
dated December 24, 2009
|