AgJunction Enters into Arrangement Agreement to be Acquired by KUBOTA Corporation for CAD $0.75 per Share in All Cash Deal
SCOTTSDALE, AZ, October 7, 2021
SCOTTSDALE, AZ, October 7, 2021 – AgJunction Inc. (TSX: AJX) ("AgJunction"), a global provider of advanced guidance, autosteering, and autonomy solutions for precision agriculture applications, today announced that it has entered into a definitive arrangement agreement (the "Arrangement Agreement") to be acquired by KUBOTA Corporation ("Kubota" or the "Purchaser"), a corporation headquartered in Osaka, Japan, in an all-cash transaction with a total equity value, on a fully diluted basis, of approximately CAD $91 million.
Under the terms of the Arrangement Agreement, Kubota will acquire AgJunction for CAD $0.75 per common share (the "Purchase Price"), representing a premium of approximately 60% to the closing price of the common shares on the Toronto Stock Exchange ("TSX") on October 7, 2021, the last trading day prior to this announcement, and a 59% premium to AgJunction’s 30 day volume-weighted average share price on the TSX. The proposed transaction (the "Transaction") is to be completed by way of a plan of arrangement under the Business Corporations Act (Alberta).
The board of directors of AgJunction (the "Board"), based on the unanimous recommendation of its special committee of independent directors (the "Special Committee"), receipt of the Fairness Opinion (as defined below) and after consultation in its evaluation of the Transaction with legal and financial advisors, has: (i) unanimously approved the Arrangement Agreement, (ii) unanimously determined that the Transaction is fair to AgJunction shareholders and is in the best interests of AgJunction, and (iii) unanimously recommends that AgJunction shareholders vote in favor of the Transaction.
Ms. Lori Ell, Chair of the Board, commented "We are pleased to announce this Transaction, which offers our shareholders a compelling opportunity to monetize their investment at an attractive valuation and significant premium to the current and historical trading price of the AgJunction shares. The Transaction is also expected to accelerate the execution of AgJunction's business plan, enhance access to additional customers and markets, provide efficiencies from greater scale and allows the opportunity for the retention of many AgJunction employees in the go-forward entity."
Agricultural machine automation is rapidly advancing with increasing investment and consolidation. Adoption of new automation demands tighter vehicle integration and large scale distribution. Given the competitive landscape, delayed adoption rates due to COVID-19, capital requirements and available sources of capital, AgJunction’s Board initiated a confidential process, supervised by the Special Committee in order to review strategic alternatives available to AgJunction and, if they emerged, to consider expressions of interest from third parties and any other transactions that AgJunction may consider in connection with strategic matters that are determined to be in the best interests of AgJunction. With the assistance of AgJunction's financial advisor, Piper Sandler & Co. ("PSC"), potentially interested parties were contacted to determine their interest level in pursuing a strategic transaction with AgJunction.
Following a thorough review of available alternatives, AgJunction’s Board has determined that the Transaction with Kubota represents the best alternative available for AgJunction to create substantial value for our respective stakeholders including the shareholders given the current industry, economic and capital markets conditions as well as existing strategic relationship between AgJunction and Kubota. The Purchase Price is all cash and the Transaction is not subject to any financing conditions, which provides AgJunction shareholders with an immediate opportunity to realize full liquidity and certainty of value in cash for their investment in AgJunction.
AgJunction's directors, executive officers and a significant shareholder of AgJunction holding a combined total of approximately 20% of the issued and outstanding AgJunction common shares, have entered into voting and support agreements, pursuant to which they have agreed to vote in favor of the resolution authorizing the Transaction at the Meeting (as defined below), subject to the provisions of such voting and support agreements.
The Arrangement Agreement and Requisite Approvals
Under the Transaction, the Purchaser will acquire all issued and outstanding AgJunction common shares in exchange for the payment to shareholders of the Purchase Price for each AgJunction common share held.
AgJunction will seek approval of the Transaction by its shareholders at a special meeting expected to be held in November 2021 (the "Meeting"). The Transaction is subject to approval by shareholders at the Meeting, including the approval of: (a) at least two-thirds of the votes cast by the shareholders in person or represented by proxy at the Meeting; and (b) a "majority of the minority", being a majority of the votes cast by shareholders in person or represented by proxy at the Meeting, after excluding the votes cast by those shareholders whose votes are required to be excluded in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.
Under the terms of the Arrangement Agreement, the Transaction is also subject to the final approval of the Court of Queen's Bench of Alberta following the Meeting, the completion of applicable regulatory filings and the satisfaction of certain closing conditions customary in transactions of this nature, including the absence of material adverse changes in the business and affairs of AgJunction. Upon closing of the Transaction, the AgJunction common shares will be de-listed from the TSX.
The Arrangement Agreement contains customary representations and warranties of each party and interim operational covenants by AgJunction. The Arrangement Agreement also provides for, among other things, customary board support and non-solicitation covenants, a "fiduciary out" for unsolicited "superior proposals" in favor of AgJunction and a provision for the right to match any superior proposals in favor of Kubota. The Arrangement Agreement provides for a non-completion fee of approximately CAD $4.5 million. The non-completion fee is payable in the event that the Transaction is not completed or is terminated by AgJunction or the Purchaser in certain circumstances, including if AgJunction enters into an agreement with respect to a superior proposal or if the AgJunction Board, in certain circumstances, withdraws or modifies its recommendation with respect to the Transaction. The Arrangement Agreement also provides a reverse termination fee of approximately CAD $4.5 million.
Further details with respect to the Transaction will be included in the management information circular to be mailed to AgJunction shareholders in connection with the Meeting. The Meeting is expected to be held in November 2021 with closing of the Transaction to occur soon thereafter upon satisfaction or waiver of all conditions precedent. A copy of the Arrangement Agreement and the information circular will be filed on AgJunction's SEDAR profile and will be available for viewing at www.sedar.com.
PSC acted as financial advisor to AgJunction in connection with the Transaction. Research Capital Corporation ("Research Capital") acted as advisor to the Special Committee and has provided its verbal fairness opinion (the "Fairness Opinion") to the Special Committee and the Board that, as of the date of the Fairness Opinion, and subject to the limitations, qualifications and assumptions disclosed to the Special Committee and the Board in connection therewith, the consideration to be received by AgJunction shareholders pursuant to the Transaction is fair, from a financial point of view to AgJunction shareholders. The full text of the written Fairness Opinion, which describes the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken, will be included in AgJunction's management information circular.
DLA Piper (Canada) LLP is acting as independent legal counsel to the Special Committee.
Burnet, Duckworth & Palmer LLP is acting as legal counsel to AgJunction.
Lazard Frères & Co. LLC is acting as financial advisor to Kubota.
Mori Hamada & Matsumoto and Osler, Hoskin & Harcourt LLP are acting as legal advisors to Kubota.
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.
Founded in 1890, Kubota Corporation is a global leading manufacturer of agricultural, turf, construction equipment and industrial engine. With its global headquarters in Japan, and footprint in more than 120 countries throughout North America, Europe and Asia, Kubota has worked closely with farmers to develop agricultural machinery with the aim to accelerate innovation to solve issues related to food, water, and the environment. Although agricultural equipment is Kubota’s primary line of products, Kubota also produces a diverse portfolio of other products including pipe-related products, environment-related products, and social infrastructure-related products to contribute to improve human lives and society. Kubota is listed on the Tokyo Stock Exchange under the symbol "6326". For more information, please go to www.kubota.com.
Forward-Looking Statements 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 regulatory, court and shareholder approvals; mailing of the information circular 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 regulatory, 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.
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Cody Slach or Cody Cree