Ceres Global Ag Corp. and Bartlett Grain Company enter into Definitive Arrangement Agreement for Ceres to be Acquired by Bartlett at a price of US$4.50 per Share

Cision Canada

20-05-2025

Key highlights:
Consideration of US$4.50 per Share in cash represents a premium of approximately 153% over Ceres' unaffected closing Share price of $2.49 on the Toronto Stock Exchange (the " TSX") on May 16, 2025, and a premium of approximately 152% over Ceres' 20-day volume-weighted average trading price as of such date 1
The Independent Committee and the Board have unanimously approved the Transaction and recommend that shareholders vote in favour of the Transaction
Shareholders representing 70% of Ceres' outstanding Shares, including VN Capital Management, LLC, have entered into irrevocable "hard" voting and support agreements in favour of the Transaction
MINNEAPOLIS, May 20, 2025 /CNW/ - Ceres Global Ag Corp. (" Ceres" or the " Corporation") (TSX: CRP) and 1001239530 Ontario Inc. (the " Purchaser"), a newly formed entity controlled by Bartlett Grain Company, LLC (" Bartlett"), part of the Savage family of companies focused on international agricultural merchandising and storage, are pleased to announce that they have entered into an arrangement agreement (the " Arrangement Agreement") for Ceres to be acquired by Bartlett, via an all-cash transaction (the " Transaction").
Jim Vanasek, Ceres' Chairman of the Board commented on the announcement: "Bartlett's acquisition of Ceres is vindication of the strategy we set out to achieve 12 years ago, which is to build the company into one of North America's leading merchandisers of durum, oats, spring wheat, and canola. I believe Bartlett is a perfect fit in terms of geography, business lines, and culture, and will take Ceres to the next level. I wholeheartedly support this transaction."
"We're excited to welcome the Ceres team to Bartlett," said President and CEO of Savage Jeff Roberts. "We see incredible potential in combining our networks and growing in new ways with the resources that Ceres brings to our portfolio. With their great team and assets, we'll build on our robust supply chain for our current and new customers alike."
Transaction Details
Under the terms of the Arrangement Agreement, the Purchaser will acquire all the issued and outstanding common shares of Ceres (the " Shares") for a price of US$4.50 per Share, in cash. This price represents premiums of approximately 153% and 152%, to the closing price of the Shares on the TSX on May 16, 2025, and the 20-day volume-weighted average trading price, respectively 1.
The Arrangement Agreement contains customary non-solicitation provisions prohibiting Ceres from soliciting competing acquisition proposals, as well as "right to match" provisions in favour of the Purchaser. The Arrangement Agreement provides for a termination fee of US$5,845,000 payable to the Purchaser if the Arrangement Agreement is terminated in certain circumstances, including in the context of a change of recommendation by the Independent Committee or the Board.
The Transaction will be implemented by way of a statutory plan of arrangement under the Business Corporations Act (Ontario).
Implementation of the Transaction will be subject to, among other things, the approval at the special meeting of shareholders (the " Special Meeting") of at least 66 2/3% of the votes cast by shareholders at the Special Meeting. VN Capital Fund C, L.P. and VN Capital Management, LLC and Princeton Holdings Limited (collectively, the " Supporting Shareholders"), who hold approximately 70% of the Shares, have entered into irrevocable "hard" voting and support agreements pursuant to which they have agreed, among other things, to support and to vote all Shares held by them in favour of the Transaction and against any competing acquisition proposals. Each of the Corporation's directors and officers who own securities of the Corporation have entered into customary agreements to vote in favour of the Transaction, subject to certain terms and conditions. All shareholders, including the Supporting Shareholders, will be receiving consideration per Share that is identical in amount and form to the entitlement of the general body of holders of Shares, and none will receive a "collateral benefit" (within the meaning of Multilateral Instrument 61-101 – Protection of Minority Holders in Special Transactions) as a consequence of the Transaction.
The Transaction is also subject to court approval and customary closing conditions, including receipt of regulatory approval, is not subject to any financing condition and, assuming such approvals are obtained and conditions are met, is expected to close in late calendar Q2 or early Q3 2025.
Following completion of the Transaction, it is expected that the Shares will be delisted from the TSX and that Ceres will cease to be a reporting issuer in all applicable Canadian jurisdictions.
Unanimous Approval of the Independent Committee and the Board
The Board's standing independent committee (the " Independent Committee"), after receiving financial advice from Blair Franklin Capital Partners Inc., an independent financial advisor retained by the Board, unanimously recommended that the Board approve the Transaction and recommend that shareholders vote in favour of the special resolution to approve the Transaction (the " Arrangement Resolution") at the Special Meeting. The Board, after receiving advice from its financial advisor and outside legal counsel and the unanimous recommendation of the Independent Committee, unanimously determined that the Transaction is in the best interests of the Corporation and is fair to shareholders and unanimously recommends that shareholders vote in favour of the Arrangement Resolution.
Fairness Opinion
Blair Franklin Capital Partners Inc. orally delivered its fairness opinion to the Board, to the effect that, as of May 19, 2025, subject to the assumptions, limitations and qualifications communicated to the Board, and to be contained in the Blair Franklin Capital Partners Inc. written fairness opinion (the " Fairness Opinion"), the consideration to be received by shareholders pursuant to the Transaction is fair, from a financial point of view, to the shareholders (other than the Supporting Shareholders).
A copy of the Fairness Opinion, as well as additional details regarding the terms and conditions of the Transaction and the rationale for the recommendations made by the Independent Committee and the Board will be set out in the management information circular to be mailed to shareholders in connection with the Special Meeting and filed by the Corporation on its profile on SEDAR+ at www.sedarplus.ca.
Important Additional Information and Where to Find It
Copies of the Arrangement Agreement and of the management information circular for the Special meeting will be filed on the Corporation's profile on SEDAR+ at www.sedarplus.ca.
Advisors
Blake, Cassels & Graydon LLP and Jenner & Block LLP are acting as legal advisors to the Corporation. Blair Franklin Capital Partners Inc. is acting as an independent financial advisor to the Board.
Stikeman Elliott LLP and Greenberg Traurig, LLP are acting as legal advisors to Bartlett.
About Ceres Global Ag Corp.
Ceres and its subsidiaries add value across agricultural, energy and industrial supply chains through efficient sourcing, storing, transporting and marketing of high–quality agricultural commodities, value–added products and raw materials. Leveraging its network of commodity logistics centers and team of industry experts, Ceres connects farmers to customers around the world.
Ceres is headquartered in Golden Valley, Minnesota, and together with its affiliated companies, operates 10 locations across Saskatchewan, Manitoba, and Minnesota. These facilities have an aggregate grain and oilseed storage capacity of approximately 29 million bushels. The Corporation also owns membership interests in three agricultural joint ventures that have an aggregate grain and oilseed storage capacity of approximately 16 million bushels.
Ceres has a 50% interest in Savage Riverport, LLC (a joint venture with Consolidated Grain and Barge Co.), a 50% interest in Berthold Farmers Elevator, LLC (a joint venture with The Berthold Farmers Elevator Company), a 50% interest in Farmers Grain, LLC (a joint venture with Farmer's Cooperative Grain and Seed Association), a 41.6% interest in Gateway Energy Terminal (an unincorporated joint venture with Steel Reef Infrastructure Corp.), and a 25% interest in Stewart Southern Railway Inc. (a short–line railway located in southeast Saskatchewan with a range of 130 kilometers).
For more information about Ceres, please visit www.ceresglobalagcorp.com.
About Bartlett, a Savage Company
Established in 1907, Bartlett joined the Savage family of companies in 2018. Its diverse agribusiness is focused on the acquisition, storage, transportation, processing and merchandising of grain. Savage is a private company based in Midvale, Utah. With more than 4,200 team members in nearly 200 locations across the U.S., Canada, Mexico and Saudi Arabia, our companies are integral to the global supply chain, helping our customers and partners feed the world and power our lives.
Forward-Looking Information
This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation and United States securities laws. Forward-looking information may include, but is not limited to, statements regarding the proposed Transaction, including the reasons of the Board for entering into the Arrangement Agreement, the terms and conditions of the Arrangement Agreement, the attractiveness of the Transaction from a financial point of view, the expected benefits of the Transaction, the anticipated timing and the various steps to be completed in connection with the Transaction, including (among other things) the holding of the Special Meeting (including the timing thereof) as well as the satisfaction or waiver of the conditions to completing the Transaction (such as receipt of required shareholder approvals, court approvals and regulatory approvals), the anticipated closing of the Transaction (including the timing thereof), the anticipated delisting of the Corporation's common shares from the TSX and the Corporation ceasing to be a reporting issuer. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", "believes", "may have implications" or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might", or "will be taken", "occur", or "be achieved".
Forward-looking information is based on the opinions and estimates of management at the date the information is made and is based on a number of assumptions and subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. Key assumptions upon which such forward-looking information is based are listed in the "Forward-Looking Information" section of the MD&A for the period ended March 31, 2025. Many such assumptions are based on factors and events that are not within the control of Ceres and there is no assurance they will prove to be correct. These risks and uncertainties further include (but are not limited to) as concerns the Transaction, the failure of the parties to obtain the necessary shareholder, regulatory and court approvals or to otherwise satisfy the conditions to the completion of the Transaction, failure of the parties to obtain such approvals or satisfy such conditions in a timely manner, significant Transaction costs or unknown liabilities, failure to realize the expected benefits of the Transaction, and general economic conditions. Failure to obtain the necessary shareholder, regulatory and court approvals, or the failure of the parties to otherwise satisfy the conditions to the completion of the Transaction or to complete the Transaction, may result in the Transaction not being completed on the proposed terms, or at all. In addition, if the Transaction is not completed, and the Corporation continues as a publicly-traded entity, there are risks that the announcement of the proposed Transaction and the dedication of substantial resources of the Corporation to the completion of the Transaction could have an impact on its business and strategic relationships (including with future and prospective employees, customers, suppliers and partners), operating results and activities in general, and could have a material adverse effect on its current and future operations, financial condition and prospects. Furthermore, in certain circumstances, the Corporation may be required to pay a termination fee pursuant to the terms of the Arrangement Agreement which could have a material adverse effect on its financial position and results of operations and its ability to fund growth prospects and current operations.
Factors that could cause actual results to vary materially from results anticipated by such forward-looking information include, among others, risks related to weather, politics and governments, changes in environmental and other laws and regulations, competitive factors in agricultural, food processing and feed sectors, construction and completion of capital projects, labour, equipment and material costs, access to capital markets, interest and currency exchange rates, technological developments, global and local economic conditions, the ability of Ceres to successfully implement strategic initiatives and whether such strategic initiatives will yield the expected benefits, the operating performance of the Corporation's assets, the availability and price of commodities and regulatory environment, processes and decisions. Although Ceres has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results that are not anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Ceres undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change, except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking information.
SOURCE Ceres Global Ag Corp.