AgJunction Announces Mailing of Information Circular and Proxy Statement for Special Meeting
The AgJunction Board of Directors unanimously recommends shareholders vote FOR the Arrangement well in advance of the November 22, 2021 deadline
The all-cash consideration of CAD $0.75 per share represents a significant premium of 60% to unaffected closing price on October 7, 2021, the last trading day before announcement
SCOTTSDALE, AZ, October 26, 2021
SCOTTSDALE, AZ, October 26, 2021 – AgJunction Inc. (TSX: AJX) ("AgJunction" or the "Corporation"), is pleased to announce that it has filed on SEDAR and mailed to shareholders, the information circular of AgJunction dated October 21, 2021 and related proxy materials (collectively, the "Meeting Materials") prepared in connection with a special meeting (the "Meeting") of common shareholders of AgJunction (the "AgJunction Shareholders") to be held at 10:00 am (Scottsdale time) on November 24, 2021 at the offices of AgJunction at 9105 E Del Comino Drive, Suite 115, Scottsdale, Arizona, USA. The record date for the Meeting is set at the close of business on October 21, 2021. The Meeting is being held pursuant to an interim order from the Court of Queen’s Bench of Alberta obtained on October 19, 2021.
At the Meeting, AgJunction Shareholders will be asked to consider, and if deemed advisable, to pass a special resolution (the "Arrangement Resolution") approving a statutory arrangement (the "Arrangement") pursuant to Section 193 of the Business Corporations Act (Alberta), which provides for the acquisition by Kubota Corporation or a wholly-owned subsidiary thereof (the "Purchaser" or "Kubota") of all the outstanding common shares of AgJunction for cash consideration (the "Consideration") of CAD $0.75 per common share (the "Transaction"), to be completed by way of a plan of arrangement.
The Board unanimously recommends that AgJunction Shareholders vote their AgJunction shares in favour of the Arrangement.
"This Arrangement is the successful culmination of a lengthy and comprehensive review of strategic alternatives," commented Lori Ell, Chair of AgJunction's Board of Directors (the "Board"). "In excess of 40 potentially interested parties were contacted to determine their interest level in pursuing a transaction with AgJunction. The board also considered financing options, which were determined very likely to be materially dilutive without necessarily guaranteeing eventual liquidity for our shareholders. This Transaction offers the AgJunction Shareholders compelling cash value for their AgJunction shares.”
The Meeting Materials contain important information regarding the Transaction, how AgJunction Shareholders can vote their shares at the Meeting and a summary of the events leading up to the Transaction, including the reasons that led AgJunction's Board to unanimously determine that the Transaction is fair to AgJunction Shareholders and is in the best interests of AgJunction. AgJunction Shareholders are strongly urged to read the Meeting Materials.
The Arrangement Agreement and Shareholder Support
Under the terms of the arrangement agreement entered into between Kubota Corporation and AgJunction dated October 7, 2021 in respect of the Arrangement (the "Arrangement Agreement"), Kubota will acquire all of the issued and outstanding common shares of AgJunction for CAD $0.75 per common share in an all-cash transaction with a total equity value, on a fully diluted basis, of approximately CAD $91 million.
Each of the senior officers and directors of AgJunction who own AgJunction shares and who collectively hold 4.5% of the outstanding AgJunction shares, and IGC Holding LP, a significant AgJunction Shareholder who holds 15.6% of the outstanding AgJunction shares, together holding common shares representing in aggregate 20.1% of the outstanding AgJunction shares as of the record date for the Meeting, have entered into support and voting agreements with the Purchaser, pursuant to which they have agreed to vote in favour of the Arrangement Resolution.
Reasons for the Arrangement
In making its determination to recommend that AgJunction Shareholders vote in favour of the Arrangement Resolution, the Board considered, among other things, the following factors, as more fully described in the Meeting Materials:
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 AgJunction Shareholders and not alleviate the natural execution risk that exists with any growth-oriented strategic plan.
Premium to AgJunction Shareholders. The Consideration, being CAD $0.75 in cash per common share, to be received by the AgJunction 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 AgJunction Shareholders with immediate liquidity and certainty of value that is not subject to market fluctuations, and an ability for AgJunction Shareholders to redeploy such cash in alternative investments.
The Arrangement Resolution must be approved by not less than two-thirds of the votes cast by the AgJunction Shareholders present in person or represented by proxy at the Meeting. The Arrangement Resolution must also be approved by a simple majority of the votes cast by AgJunction Shareholders present in person or represented by proxy at the Meeting, excluding those AgJunction Shareholders whose votes are required to be excluded in determining minority approval pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, as further described in the Meeting Materials.
AgJunction intends to hold the Meeting in person. However, in view of the current COVID-19 pandemic, the Corporation asks that, in considering whether to attend the Meeting in person, AgJunction Shareholders follow the instructions of Arizona Department of Health Services (https://www.azdhs.gov/). The Corporation strongly encourages AgJunction Shareholders to vote their common shares via proxy rather than attending the Meeting in person, particularly if they are experiencing any of the described COVID-19 symptoms of fever, cough or difficulty breathing. Registered AgJunction Shareholders and proxyholders who nonetheless wish to attend the Meeting in person may be subject to health screening at the entrance to the Meeting and will be asked to socially distance themselves from others at the Meeting.
Your vote is important. Whether or not you plan to attend the Meeting, we encourage you to vote promptly.
Shareholder Questions and Assistance
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 (toll-free in North America) or at 416-867-2272 (for collect calls outside of North America) or by email at email@example.com.
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, please go to AgJunction.com.
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; mailing of the Meeting Materials related to the Meeting and the timing of the Meeting; 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, shareholder, stock exchange and other third party 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 predictions, forecasts, projections and other forward-looking statements will not occur, which may cause AgJunction's actual performance and financial results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements. 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 forward-looking statements.
Readers are cautioned that the forgoing lists of factors are not exhaustive. Additional information on these and other factors that could affect AgJunction's operations and financial results 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. Shareholders are advised to review any documents that may be filed with securities regulatory authorities and any subsequent announcements because they will contain important information regarding the Transaction and the terms and conditions thereof.
Gateway Investor Relations
Cody Slach or Cody Cree