Independent Proxy Advisor ISS Recommends AgJunction Shareholders Vote FOR The Transaction
Leading proxy advisor Institutional Shareholders Services recommends AgJunction shareholders vote FOR the transaction at the upcoming Special Meeting of Shareholders
AgJunction shareholders are reminded to vote by no later than November 22, 2021 at 10:00 a.m. (Scottsdale time)
AgJunction shareholders who require assistance with voting can contact Kingsdale Advisors at 1- 800-749-9890 (toll-free)
SCOTTSDALE, AZ, November 18, 2021
AgJunction Inc. (TSX: AJX) ("AgJunction" or the "Corporation") is pleased to announce that one of the leading independent proxy advisors, Institutional Shareholder Services ("ISS"), has recommended that shareholders of AgJunction ("Shareholders") vote FOR a special resolution approving the Arrangement (the "Arrangement") between AgJunction and Kubota Corporation (“Kubota").
In reaching its recommendation, ISS noted that: “The proposed arrangement offers to the Corporation's shareholders immediate liquidity and certainty of value due to its all-cash structure, and provides a significant premium to the unaffected price of the Corporation’s shares. The transaction is supported by the largest shareholder of the Corporation. In addition, management has conducted a comprehensive transaction process.”
As an independent proxy advisory firm, ISS provides voting recommendations to some of the world's largest institutional investors.
In welcoming ISS’ favorable recommendation, Brett McMickell, President and CEO of AgJunction, commented: “We are pleased that ISS has recommended in favour of the Arrangement. We unanimously recommend that our Shareholders support this transaction with Kubota by voting FOR the Arrangement at the upcoming special meeting.”
Under the previously announced Arrangement, Kubota will acquire, by way of court-approved plan of arrangement under the Business Corporations Act (Alberta), all of AgJunction’s issued and outstanding common shares for cash consideration of CAD $0.75 per common share. The benefits of the transaction to AgJunction Shareholders include:
Premium to AgJunction Shareholders. The consideration, being CAD $0.75 in cash per common share, to be received by the Shareholders under the Arrangement represents a premium of approximately 60% to the closing price of the common shares on the Toronto Stock Exchange on October 7, 2021, the last trading day prior to the announcement of the Arrangement, and a 57% premium to the 30-day volume-weighted average trading price of the common shares on the Toronto Stock Exchange as of October 7, 2021.
Liquidity and Certainty of Value. The Arrangement provides Shareholders with immediate liquidity and certainty of value that is not subject to market fluctuations, and an ability for shareholders to redeploy such cash in alternative investments.
Strategic Alternatives and Business Objectives. While the Board remained positive with respect to the long-term prospects of the Corporation and its strategic business plan, management and target market, after a comprehensive review of the Corporation’s strategic alternatives, including remaining an independent publicly-traded company and continuing to pursue the Corporation's strategic plan on a stand-alone basis, and after contacting in excess of 40 potentially interested parties in pursuing a strategic transaction with AgJunction, the Board determined that the Arrangement is the best alternative available to the Corporation.
In particular, to achieve the Corporation’s strategic plan, the Corporation requires significant available capital and potential access to additional capital on a go-forward basis. The Arrangement will provide the Corporation with an enhanced platform and support to enable the Corporation to execute on its strategic plan. Given the current market dynamics, should the Corporation not pursue the Arrangement and instead complete the financing necessary to pursue the Corporation’s strategic plan, such financing is very likely to be materially dilutive to shareholders and not alleviate the natural execution risk that exists with any growth-oriented strategic plan.
The Corporation also announced today that it has entered into an amendment agreement to the arrangement agreement relating to the Arrangement, which introduces a technical change to the treatment of the holders of the Corporation’s restricted shares under the Arrangement, and to facilitate the assignment of the arrangement agreement by Kubota. The Corporation has been advised by Kubota that, as previously disclosed, Kubota intends to assign the arrangement agreement to one of its whollyowned Canadian subsidiaries. In accordance with the terms of the arrangement agreement, any such assignment will not relieve Kubota of its obligations under the arrangement agreement.
HOW TO VOTE
AgJunction Shareholders are reminded that the deadline to vote by proxy is fast approaching. Shareholders must submit their votes by no later than 10:00 a.m. (Scottsdale time) on November 22, 2021. Your vote is important, regardless of how many shares you own. AgJunction’s board of directors has unanimously determined that the Arrangement is in the best interests of AgJunction Shareholders and unanimously recommends that AgJunction Shareholders vote in favor of the Arrangement. Voting is simple, and can be done via the methods below:
Registered Shareholders can vote their shares by proxy over the internet, by entering the 15-digit control number printed on the form of proxy at www.investorvote.com. Alternatively, registered Shareholders can vote by phone, by entering the 15-digit control number printed on the form of proxy at 1-866-732- 8683 (toll-free in North America) or 312-588-4290 (outside North America).
Beneficial Shareholders who hold their shares through a broker or other intermediary, should follow the instructions on the voting instruction form provided to them by their broker or other intermediary in order to vote. Each intermediary may have a different voting process.
Shareholders who have questions regarding the Arrangement or require assistance with voting may contact AgJunction’s proxy solicitation agent, Kingsdale Advisors, by telephone at 1-800-749-9890 (tollfree in North America) or at 416-867-2272 (for collect calls outside of North America) or by email at firstname.lastname@example.org.
AgJunction Inc. is a global leader of advanced guidance and autosteering solutions for precision agriculture applications. Its technologies are critical components in over 30 of the world’s leading precision Ag manufacturers and solution providers and it owns or licenses over 200 patents and patents pending. AgJunction markets its solutions under leading brand names including Novariant®, Wheelman®, Whirl™ and Handsfreefarm® and is committed to advancing its vision by bringing affordable hands-free farming to every farm, regardless of terrain or size. AgJunction is headquartered in Scottsdale, Arizona, and is listed on the TSX under the symbol "AJX." For more information, visit www.agjunction.com
Gateway Investor Relations
Cody Slach or Cody Cree
Cautionary Statement Regarding Forward-Looking Information
This press release contains forward-looking information and forward-looking statements within the meaning of applicable securities laws and is based on the expectations, estimates and projections of management of AgJunction as of the date of this press release, unless otherwise stated. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information. In particular, this press release contains, without limitation, forward-looking information and statements pertaining to: the Transaction and the anticipated timing of required court and shareholder approvals; the anticipated benefits of the Transaction for AgJunction shareholders; the ability of the parties to satisfy the other conditions to, and to complete, the Transaction; and the anticipated timing for the closing of the Transaction.
With respect to the forward-looking statements contained in this press release, AgJunction has made assumptions regarding, among other things, that the Transaction will be completed on the terms contemplated by the arrangement agreement; the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary court and shareholder approvals; the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Transaction; and other expectations and assumptions concerning the Transaction. Although AgJunction believes that the expectations reflected in the forward-looking statements contained in this press release, and the assumptions on which such forward-looking statements are made, are reasonable, there can be no assurance that such expectations will prove to be correct. Readers are cautioned not to place undue reliance on forward-looking statements included in this press release, as there can be no assurance that the plans, intentions or expectations upon which the forward-looking statements are based will occur.
By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties that contribute to the possibility that forward-looking statements will not occur. These risks and uncertainties include, without limitation, completion of the Transaction is subject to a number of conditions which are typical for transactions of this nature, certain of which are outside the control of AgJunction, failure to satisfy any of these conditions, the emergence of a superior proposal or the failure to obtain approval of AgJunction's shareholders may result in the termination of the arrangement agreement. As a consequence, actual results may differ materially from those anticipated in the forwardlooking statements.
Readers are cautioned that the forgoing lists of factors are not exhaustive. Additional information on these and other factors are included in reports on file with Canadian securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com) and at AgJunction's website (AgJunction.com). Furthermore, the forward-looking statements contained in this press release are made as at the date of this press release and AgJunction does not undertake any obligation to update publicly or to revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.
This release does not constitute an offer to purchase or a solicitation of an offer to sell securities in any jurisdiction. Shareholders are advised to review any documents filed with securities regulatory authorities and any subsequent announcements regarding the Transaction