- Leading proxy advisor
Institutional Shareholders Services recommendsAgJunction shareholders vote FOR the transaction at the upcoming Special Meeting of Shareholders AgJunction shareholders are reminded to vote by no later thanNovember 22, 2021 at10:00 a.m. (Scottsdale time)AgJunction shareholders who require assistance with voting can contactKingsdale Advisors at 1-800-749-9890 (toll-free)
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’ favourable recommendation,
Under the previously announced Arrangement, Kubota will acquire, by way of court-approved plan of arrangement under the Business Corporations Act (
- 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 theToronto Stock Exchange onOctober 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 theToronto 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 wholly-owned 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
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 favour of the Arrangement. Voting is simple, and can be done via the methods below:
Registered Shareholders
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
Beneficial Shareholders
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.
SHAREHOLDER QUESTIONS
Shareholders who have questions regarding the Arrangement or require assistance with voting may contact AgJunction’s proxy solicitation agent,
About
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Email: press@agjunction.com
Investor Relations
Gateway Investor Relations
E-mail: AJX@gatewayir.com
Phone: 1-949-574-3860
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
With respect to the forward-looking statements contained in this press release,
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
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
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.
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