Viterra Inc. yesterday completed its acquisition of Adelaide-based ABB Grain Ltd for A$1.6 billion. The acquisition was implemented by way of a scheme of arrangement, approved by ABB Grain shareholders earlier this month.
Freehills advised Viterra on all aspects of the transaction.
Under the transaction, ABB Grain shareholders were entitled to select their scheme consideration from an available pool of cash and scrip. Strong demand for Viterra scrip (in the form of either Viterra shares listed on the Toronto Stock Exchange or Viterra CDIs listed on the ASX) resulted in the issue of the maximum scrip available from the consideration pool. A scale-back facility was then used to allocate the remaining cash pool to the ABB shareholders.
The Freehills team was led by partners Philippa Stone and Nicola Yeomans, supported by senior associate Anna Southworth, solicitor Ben Dennell and a team of lawyers with expertise across corporate, property and competition law. Freehills worked in conjunction with Viterra’s Senior Vice President & General Counsel, Ray Dean.
Rob Rorrison and Peter Watson at Macquarie Capital Advisers acted as Australian financial advisers to Viterra. Viterra was also supported by its Canadian counsel Torys and financial adviser Genuity Capital Markets.
Freehills partner Nicola Yeomans said, ‘This transaction is an excellent outcome for Viterra and ABB. The demand for scrip consideration is particularly encouraging for Viterra and demonstrates strong shareholder interest in Viterra’s international growth strategy.’
Nicola also commented, ‘Viterra is the first in a series of Canadian bidders for Australian assets this year, including the scheme proposals by CPPIB for Macquarie Communications Infrastructure Group and by Eldorado Gold for Sino Gold – other deals on which Freehills is currently acting.’
Freehills advice on these recent large transactions illustrates the strength, flexibility and diversity of Freehills’ M&A and equity capital markets capabilities. Freehills continues to be the market’s choice in M&A. It was again ranked as No.1 in all categories in the Thomson-Reuters and Bloomberg M&A League Tables for Australia/New Zealand for the 2008 calendar year.
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