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 corporateactions@computershare.com.
About AgJunctionAgJunction 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
Media RelationsEmail: press@agjunction.com
Investor Relations Gateway Investor
RelationsCody Slach or Cody CreeE-mail: AJX@gatewayir.comPhone:
1-949-574-3862
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.