AgJunction Inc. Announces Shareholder Approval of
Plan of Arrangement
SCOTTSDALE, AZ, November 24, 2021
AgJunction Inc. (TSX: AJX) ("AgJunction" or the "Corporation") is pleased to announce that today at its special meeting of the shareholders (the "Meeting"), the shareholders of AgJunction (the "AgJunction Shareholders") passed a special resolution (the "Arrangement Resolution") approving a statutory arrangement (the "Arrangement") pursuant to Section 193 of the Business Corporations Act (Alberta), pursuant to which Kubota Canada Ltd. ("Kubota Canada") a wholly-owned subsidiary of Kubota Corporation will acquire all outstanding common shares of AgJunction ("AgJunction Shares") for cash consideration of CAD $0.75 per AgJunction Share (the "Transaction").
The Arrangement Resolution was required to be passed by not less than 662/3% of the votes cast by AgJunction Shareholders, either in person or by proxy at the Meeting, and by a simple majority of the votes cast by AgJunction Shareholders, either in person or by proxy at the Meeting, after excluding the votes cast by such AgJunction Shareholders that were required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101").
A total of 76,896,921 AgJunction Shares (approximately 63.7% of the issued and outstanding AgJunction Shares) were represented at the Meeting in person or by proxy. The Arrangement Resolution was approved by 97.87% of the votes cast by AgJunction Shareholders, either in person or by proxy at the Meeting, and by 97.79% of the votes cast by AgJunction Shareholders, either in person or by proxy at the Meeting, after excluding the votes cast by such AgJunction Shareholders that were required to be excluded pursuant to MI 61-101.
AgJunction expects to apply for the final approval of the Court of Queen’s Bench of Alberta of the Arrangement on November 29, 2021 and, assuming such order is granted on the terms and conditions contemplated by AgJunction and Kubota Canada, closing of the Arrangement is expected to occur on or about December 7, 2021.
For details of the voting results on the sole matter considered at the Meeting, see AgJunction's Report of Voting Results filed pursuant to Section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations on www.sedar.com.
In order for AgJunction Shareholders to receive the cash consideration to which they are entitled pursuant to the Arrangement, AgJunction Shareholders are required to deposit the certificate(s) or direct registration statement advice(s) (if any) representing the AgJunction Shares held by them along with a validly completed and executed letter of transmittal with Computershare Investor Services Inc. ("Computershare"), the depositary appointed by AgJunction and Kubota Canada in relation to the Arrangement. Letters of transmittal were previously sent to registered AgJunction Shareholders with the materials of the Meeting. All questions, including any request for another letter of transmittal, should be directed to Computershare, which can be contacted at 1-800-564-6253 (toll free) or 1-514-982-7555 (outside North America) or firstname.lastname@example.org.
AgJunction 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 timing and receipt of the final order and the expected closing date of the Transaction; the anticipated benefits of the Transaction for AgJunction Shareholders; and the ability of the parties to satisfy the other conditions to, and to complete, the Arrangement.
With respect to the forward-looking statements contained in this press release, AgJunction has made assumptions, including but not limited to expectations and assumptions concerning the ability to obtain the final order on the terms contemplated by the parties, to complete the Arrangement on the terms and on the timing contemplated by management, and the assumption that all necessary conditions will be met for the completion of the Arrangement. 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, the failure of AgJunction and Kubota Canada to obtain necessary approvals, or to otherwise satisfy the conditions to completion of the Transaction, in a timely manner, or at all. The forward-looking statements contained in this press release are made as of the date hereof and AgJunction does not undertake any obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
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.