Attached files
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| 8-K - FORM 8-K - BUNGELTD | ss80905_8k.htm |
Exhibit
99.1
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Investor
Contact:
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Mark
Haden
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Bunge
Limited
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1-914-684-3398
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Mark.Haden@Bunge.com
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Media
Contact:
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Susan
Burns
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Bunge
Limited
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1-914-684-3246
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Susan.Burns@Bunge.com
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Bunge
Limited to Expand Sugar and Bioenergy
Business
in Brazil
White Plains, NY – December 24, 2009
– Bunge Limited (“Bunge”) (NYSE:BG) today announced that it has entered
into an agreement to become the 100% owner of Usina Moema Participações S.A.
(“Moema Par”). Moema Par is a holding company that wholly owns one
sugarcane mill in Brazil and has ownership interests in five
others. Together, the cluster of six mills (“Moema Group”) has an
annual crushing capacity of 15.4 million metric tons. With this
transaction, Bunge will have a 60% effective share of the total capacity,
representing Moema Par’s wholly owned mill and its interests in four of the five
other mills.
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 Limited, which includes a payment of approximately $36
million in respect of working capital. Based on yesterday’s closing price of
Bunge’s common shares, 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.
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.
If, in addition to
completing the Moema Par transaction, Bunge secures 100% of the remaining
outstanding interests in the Moema Group mills, shareholders in Moema Par and
other shareholders in the mills would receive a total of approximately 13.4
million common shares of Bunge Limited, which includes a payment of
approximately $60 million in respect of working capital. Based on
yesterday’s closing price of Bunge’s common shares, the total value of all
transactions would be approximately $1.48 billion, including approximately $710
million in net debt and excluding this working capital amount, subject to
adjustment as described above.
Bunge expects that
all of these transactions would be accretive to earnings per share in the first
12 months.
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“This transaction
fulfills Bunge’s strategic goal of building a large-scale, fully integrated
business in sugar and bioenergy,” stated Alberto Weisser, Chairman and CEO of
Bunge Limited. “It adds significant scale to our current milling
operations and enables us to vary production among multiple sugar and ethanol
products, according to market conditions. The Moema Group cluster is
also strategically located near large domestic markets in Brazil and has
excellent access to export logistics systems. All of these strengths
make it a perfect fit with our global trading and marketing
operations.”
The Moema Group
cluster is located on the border of São Paulo and Minas Gerais states, the two
largest domestic ethanol markets in Brazil. The mills benefit from
cost savings due to their cluster configuration, and have favorable road and
rail access to three of Brazil’s largest export ports (Santos, Paranaguá and
Vitória). The cluster can produce two types of sugar (raw and
crystal) and two types of ethanol (hydrous and anhydrous). It has
co-generation facilities, is self-sustaining in terms of energy requirements and
sells excess power to the grid. A majority of the cluster’s sugarcane
is harvested mechanically, and the topography of the region should ultimately
allow for approximately 95% mechanization.
“For sugar and
bioenergy, Brazil is an ideal location in which to invest,” continued
Weisser. “It has a fast-growing domestic market for ethanol and,
because it boasts the world’s lowest-cost production, is well-positioned to
expand its exports of both sugar and ethanol. Bunge is pleased to
build on its commitment to the economy and people of Brazil.”
Bunge Limited has
agreed to file a registration statement for the common shares issued to the new
shareholders, which will allow the shareholders to resell their common shares
from time to time. In addition, the shareholders participating in the
transactions 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 the
transaction announced today is expected to occur within the next 45 days,
subject to certain conditions, including reaching satisfactory agreements with
the shareholders in the Moema Group mills not wholly owned by Moema
Par.
Credit Suisse AG is
serving as financial advisor to Bunge, and Itaú-BBA is serving as financial
advisor to the Moema Par shareholders.
Additional
Information
A
slide package providing additional information will be posted on Bunge Limited’s
website in the Investor Relations section at www.bunge.com.
About
Bunge Limited
Bunge Limited
(www.Bunge.com, NYSE: BG) is a leading global agribusiness and food company
founded in 1818 and headquartered in White Plains, New York. Bunge’s
25,000 employees in over 30 countries enhance lives by improving the global
agribusiness and food production chain. The company supplies
fertilizer to farmers;
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originates,
transports and processes oilseeds, grains and other agricultural commodities;
produces food products for commercial customers and consumers; and supplies raw
materials and services to the biofuels industry.
Cautionary
Statement Concerning Forward-Looking Statements
This press release
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 in this news release, 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 release
are made only as of the date of this release, 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.
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