Kubota Corporation (TSE:6326) entered into a definitive arrangement agreement to acquire AgJunction Inc. (TSX:AJX) from officers and directors of AgJunction Inc., IGC Holding LP and others for CAD 90.6 million on October 7, 2021. 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 i.e., in an all-cash transaction for CAD 0.75 per common share with a total equity value, on a fully diluted basis, of approximately CAD 91 million. Upon closing of the Transaction, the AgJunction common shares will be de-listed from the TSX. The Arrangement Agreement provides for a non-completion fee of approximately CAD 4.5 million or 5% of cash consideration. 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 and the Arrangement Agreement also provides a reverse termination fee of approximately CAD 4.5 million or 5% of cash consideration.

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 along with receiving approval from shareholders of AgJunction. 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, holders of no more than 10% of all of the issued and outstanding AgJunction Shares shall have validly exercised Dissent Rights 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. 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. The Board of Directors of AgJunction have given unanimous approval for the acquisition based on the unanimous recommendation of its special committee of independent Directors and unanimously recommends that AgJunction shareholders vote in favor of the Transaction. AgJunction will seek approval of the Transaction by its shareholders at a special meeting expected to be held in November 2021. As of October 26, 2021, meeting of the shareholders of AgJunction Inc. (the "Corporation") to be held on November 24, 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. Shareholders holding approximately 20% stake in AgJunction have confirmed their support for the transaction. 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." AgJunction recommended that shareholders of AgJunction vote FOR a special resolution approving the Arrangement between AgJunction and Kubota Corporation. As of November 24, 2021, the shareholders of AgJunction approved the transaction. 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. On November 29, 2021, AgJunction received final approval from the Court of Queen's Bench of Alberta for the transaction. Closing of the Arrangement is expected to occur on or about December 7, 2021.

Piper Sandler & Co. and Research Capital Corporation acted as financial advisor to the Special Committee of AgJunction. Research Capital Corporation also provided verbal fairness opinion to AgJunction in the transaction. DLA Piper (Canada) LLP acted as independent legal advisor to Special Committee of AgJunction. Jay P. Reid of Burnet, Duckworth & Palmer LLP is acting as legal counsel to AgJunction. Lazard Frères & Co. LLC is acting as financial advisor and Gaku Ishiwata of Mori Hamada & Matsumoto and Chris Murray, Drew Morier, Clark Holden and Melanie Gaston of Osler, Hoskin & Harcourt LLP are acting as legal advisors to Kubota. Computershare Trust Company of Canada acted as Transfer Agent and Registrar to AgJunction. Kingsdale Advisors acted as proxy solicitor to AgJunction.