Transactions and Cases

Saskatchewan Wheat Pool completes C$1.8 billion acquisition of Agricore United

Torys represented Saskatchewan Wheat Pool, working with General Counsel Ray Dean. Torys' team was led by James Scarlett and included Tony DeMarinis, Patrice Walch-Watson, Adam Armstrong, John Emanoilidis, Tom Yeo, Adam Levy, Jackie Taitz, Victoria Blond, Jim Miller, Jon Reay, Raymond Archer and Natasha Banka (Canadian corporate/securities); Tom Zverina, Jonathan Weisz, Nadine Rockman, Darien Leung and Theresa Gregoire (lending); Jay Holsten, Sue-Anne Fox, David Wawro, Jay Romagnoli and Craig Pell (competition); Sabrina Gherbaz, Joanna Dybel, Danielle Townley and Ken Fone (real estate); Chris Medland and Stacey Parker-Yull (pension and employment); Andy Beck and Mike Arnot (U.S. securities); John Cameron and Bill Estey (research); Corrado Cardarelli and Grace Pereira (tax); James C. Tory (litigation); Blair Keefe (financial institutions); and Dennis Mahony and Michael Fortier (environmental).

On June 15, 2007, Saskatchewan Wheat Pool Inc. (TSX: SWP) announced that it completed its acquisition of all of the outstanding limited voting common shares of United Grain Growers (doing business as Agricore United, TSX: AU) that were not already owned by SWP, and that AU had redeemed each of its outstanding Series A convertible preferred shares not already owned by SWP. AU is now a wholly owned subsidiary of SWP and its shares are no longer traded on the Toronto Stock Exchange. The total value of the acquisition, including cash and assumed debt, is approximately C$1.8 billion. In connection with the acquisition, SWP obtained new credit facilities, and closed a private placement and three public offerings of subscription receipts. It is also currently in the process of completing significant asset sale transactions with James Richardson International Limited and Cargill Limited. Saskatchewan Wheat Pool, headquartered in Regina, is a major Canadian agribusiness that supplies grain and other agricultural products to markets across North America and globally. Agricore, headquartered in Winnipeg, is a leading diversified agribusiness with crop inputs and services, grain merchandising, livestock production services and financial services across western Canada, the United States and Japan. Further information is found here.