AgJunction Inc. (TSX: AJX) ("
AgJunction" or the
"
Corporation") is pleased to announce that one of
the leading independent proxy advisors, Institutional Shareholder
Services ("
ISS"), has recommended that
shareholders of AgJunction ("
Shareholders") vote
FOR a special resolution approving the Arrangement
(the "
Arrangement") between AgJunction and Kubota
Corporation (“
Kubota").
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,
Brett McMickell, President and CEO of AgJunction, commented: “We
are pleased that ISS has recommended in favour of the Arrangement.
We unanimously recommend that our Shareholders support this
transaction with Kubota by voting FOR the
Arrangement at the upcoming special meeting.”
Under the previously announced Arrangement,
Kubota will acquire, by way of court-approved plan of arrangement
under the Business Corporations Act (Alberta), all of
AgJunction’s issued and outstanding common shares for cash
consideration of CAD $0.75 per common share. The benefits of the
transaction to AgJunction Shareholders include:
- 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 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 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 10:00 a.m. (Scottsdale
time) on November 22, 2021. Your vote is important,
regardless of how many shares you own.
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 North America) or 312-588-4290
(outside North America).
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, 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 contactus@kingsdaleadvisors.com.
About AgJunction
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, visit
www.agjunction.com.
Media RelationsEmail: press@agjunction.com
Investor Relations Gateway Investor
RelationsCody Slach or Cody CreeE-mail: AJX@gatewayir.comPhone:
1-949-574-3860
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 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; 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 and shareholder 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
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 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 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 in any
jurisdiction. Shareholders are advised to review any documents
filed with securities regulatory authorities and any subsequent
announcements regarding the Transaction.