On March 10, 2010, Viterra Inc. and Dakota Growers Pasta Company, Inc. announced that they have signed a definitive merger agreement pursuant to which a subsidiary of Viterra will acquire all of the outstanding shares of Dakota Growers.
The all-cash transaction, structured as a tender offer followed by a merger of a Viterra subsidiary and Dakota Growers, has been unanimously approved by both companies' boards of directors. Under the terms of the agreement, a subsidiary of Viterra will commence a tender offer to purchase all outstanding shares of common stock of Dakota Growers. The transaction represents a total enterprise value of US$240 million, which includes equity value and anticipated net cash/debt at closing, subject to certain adjustments for transaction costs and other closing adjustments. In addition to the minimum tender condition, the transaction is subject to regulatory approvals and other customary closing conditions. The transaction is expected to close in Q2 2010.
Morgan Stanley Inc. is Dakota Growers' financial adviser.
Viterra (formerly Saskatchewan Wheat Pool) is a global food ingredients agribusiness headquartered in Canada. Viterra has operations and distribution capabilities across western Canada, as well as in Australia and New Zealand. Viterra also has offices and operations in the United States, Japan, Singapore, China and Switzerland, and a joint venture in Ukraine.
Dakota Growers Pasta Company, based in Carrington, North Dakota, operates one of the largest durum mills in North America and is the third-largest producer and marketer of dry pasta products.
Further information is found on Marketwire.