EX-99.4 5 tm2318462d7_ex99-4.htm EXHIBIT 99.4

 

Exhibit 99.4

 

Project Bloom Employee Communications Materials

 

CEO Note

 

Team,

 

Moments ago, we announced that Bunge has entered into a definitive agreement to join forces with Viterra, a leading agriculture supply chain company with an extensive footprint of infrastructure and logistics assets in key origination markets. This combination will create a premier agribusiness solutions company built to meet the demands of the 21st century.

 

Thanks to your commitment and focus, we have transformed Bunge over the last few years, driving operational performance, optimizing our portfolio and strengthening our financial discipline. Now we are ready to take the next step to significantly accelerate our growth strategy and enhance our ability to connect farmers to consumers to deliver essential food, feed and fuel to the world.

 

Viterra complements our existing asset footprint with its grain handling and softseed handling capacity, while expanding our origination capabilities in key regions and crops where Bunge is currently underrepresented. With an increased geographical balance of value chains, access to more key origination markets and a diversified agriculture network covering all major crops, we will have even more options to manage seasonal cycles, weather and other risks and be better able to provide solutions for farmers and consumers in any environment.

 

More important than great assets, we will be bringing together two organizations with some of the best talent in the industry who have a proven track record of making a difference for our customers to create an even stronger company. We’ll also be able to continue to strengthen our financial performance to support our investment in growth and innovation and enhance our resiliency.

 

Over the past four decades, Viterra has evolved from a regional grain trading company to a global, integrated agriculture network through targeted investments, including oilseed crushing, grains and ingredients assets. We have long respected the talented team at Viterra, and they share our commitment to excellence with a strong focus on serving customers at both ends of our value chains. Together, we’ll have greater capacity to build capabilities and accelerate growth while creating opportunities for employees at both Bunge and Viterra.

 

Following the close of the transaction, I will lead the combined company as CEO, and John Neppl will serve as CFO. Viterra CEO David Mattiske will join the Bunge Executive Leadership Team in the role of Co-Chief Operating Officer. The combined company will operate as Bunge, NYSE: BG with operational headquarters in St. Louis, Missouri. Leadership of both companies will drive the integration planning and will work in partnership and transparently to position the combined company for the future.

 

Today’s announcement is just the first step in this process. This transaction is expected to close in mid-2024, subject to customary closing conditions, including regulatory approvals and approval by Bunge shareholders. We continue to operate as two separate companies, and it is critical that we stay focused, to deliver on our commitments while continuing to run our business as we always have.

 

We will be hosting a Global Town Hall where you will learn more about this exciting combination at 8:30a.m. CT, available here: https://investors.bunge.com/.

 

In an industry where people make the biggest difference, we look forward to leveraging both organizations to build an even stronger company. Together, we’ll be even better positioned to deliver exceptional service for our customers across food, feed and fuel markets while driving sustainability progress. Thank you again for all your hard work, and we look forward to innovating and evolving together.

 

Sincerely,

 

Greg Heckman 

Chief Executive Officer, Bunge

 

 

 

 

Additional Information About the Acquisition and Where to Find It

 

This communication is being made in respect of the proposed transaction involving Bunge Limited, an exempted company limited by shares incorporated under the laws of Bermuda (“Bunge”), Viterra Limited, a private company limited by shares incorporated under the laws of Jersey (“Viterra”) and the sellers listed therein. A meeting of the shareholders of Bunge will be announced as promptly as practicable to seek shareholder approval in connection with the proposed transaction. Bunge expects to file with the U.S. Securities and Exchange Commission (the “SEC”) a proxy statement and other relevant documents in connection with the proposed transaction. The definitive proxy statement will be sent or given to the shareholders of Bunge and will contain important information about the proposed transaction and related matters. INVESTORS AND SHAREHOLDERS OF BUNGE ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BUNGE AND THE PROPOSED TRANSACTION. Investors may obtain a free copy of these materials (when they are available) and other documents filed by Bunge with the SEC at the SEC’s website at www.sec.gov.

 

Participants in the Solicitation

 

Bunge and certain of its directors, executive officers and other members of management and employees may be deemed to be participants in soliciting proxies from its shareholders in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of Bunge’s shareholders in connection with the proposed transaction will be set forth in Bunge’s definitive proxy statement for its shareholder meeting at which the proposed transaction will be submitted for approval by Bunge’s shareholders. You may also find additional information about Bunge’s directors and executive officers in Bunge’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on February 24, 2023, Bunge’s Definitive Proxy Statement for its 2023 annual meeting of shareholders, which was filed with the SEC on March 31, 2023 and in subsequently filed Current Reports on Form 8-K and Quarterly Reports on Form 10-Q.

 

 

 

 

Cautionary Statement Regarding Forward-Looking Statements

 

This communication contains certain forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995, including those relating to the products and services described herein and to business performance in fiscal 2023 and beyond, including our projections for revenue, organic growth, bookings growth, and adjusted EBITDA, our expectations regarding the size of our addressable market, and our plans for growth and improvement in profitability and cash flow. You can identify these statements by the use of the words “may,” “will,” “could,” “should,” “would,” “plans,” “expects,” “anticipates,” “continue,” “estimate,” “project,” “intend,” “likely,” “forecast,” “probable,” “potential,” and similar expressions. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. Such risks and uncertainties include, but are not limited to, (1) the inability to consummate the transaction within the anticipated time period, or at all, due to any reason, including the failure to obtain shareholder approval to issue common shares, par value $0.01 per share, of Bunge, in connection with Bunge’s proposed acquisition of all of the issued and outstanding ordinary shares, par value $0.01 per share of Viterra (the “Acquisition”) pursuant to the Business Combination Agreement, the failure to obtain required regulatory approvals or the failure to satisfy the other conditions to the consummation of the Acquisition; (2) the risk that the Business Combination Agreement, dated as of June 13, 2023 (the “Business Combination Agreement”), by and among Viterra, Bunge and the sellers listed therein may be terminated in circumstances requiring Bunge to pay a termination fee; (3) the risk that the Acquisition disrupts Bunge’s current business and financing plans and operations or diverts management’s attention from its ongoing business; (4) the effect of the announcement of the Acquisition on Bunge’s ability to retain and hire key personnel and maintain relationships with its customers, suppliers and others with whom it does business; (5) the effect of the announcement of the Acquisition on Bunge’s operating results and business generally; (6) the amount of costs, fees and expenses related to the Acquisition; (7) the risk that Bunge’s stock price may decline significantly if the Acquisition is not consummated; (8) the nature, cost and outcome of any litigation and other legal proceedings, including any such proceedings related to the Acquisition and instituted against Bunge and others; (9) among other factors that could affect Bunge’s business such as, without limitations, the effects of weather conditions and the impact of crop and animal disease on Bunge’s business, the impact of global and regional economic, agricultural, financial and commodities market, political, social and health conditions, changes in government policies and laws affecting Bunge’s business, including agricultural and trade policies, financial markets regulation and environmental, tax and biofuels regulation, the impact of industry conditions, including fluctuations in supply, demand and prices for agricultural commodities and other raw materials and products that Bunge sells and uses in its business, fluctuations in energy and freight costs and competitive developments in its industries, and operational risks, including industrial accidents, natural disasters, pandemics or epidemics and cybersecurity incidents; and (10) other risks to consummation of the proposed Acquisition, including the risk that the proposed Acquisition will not be consummated within the expected time period or at all.

 

These risks and uncertainties also include such additional risk factors as are discussed in Bunge’s filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and its subsequent filings and quarterly reports. Bunge cautions readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Bunge undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made.