EX-99.5 6 tm2318462d7_ex99-5.htm EXHIBIT 99.5

 

Exhibit 99.5

 

Project Bloom Trade Association Communications

 

Trade Association Talking Points

 

·Today, Bunge announced it has entered into a definitive agreement to merge with Viterra.

 

·Viterra is a leading agricultural supply chain company with an extensive footprint of infrastructure and logistics assets in key origination markets.

 

·We expect that the combination of Bunge and Viterra will lead to increased optionality to serve farmers and customers, enable broader transparency of origination and promote regenerative agriculture.

 

·We are still early in this process. The transaction is subject to customary closing conditions and regulatory approvals, and we anticipate the regulatory approvals will be completed in mid-2024.

 

·Until the transaction closes, Bunge and Viterra remain separate companies. We will conduct business as usual – with full independence between the two companies as we have previously been operating.

 

·Importantly, today’s announcement in no way impacts our current relationship. [I / NAME] will remain your primary point of contact through the closing of the transaction and will keep you apprised of any updates as we move toward the completion of the deal.

 

·Should your point of contact change in the future, we will communicate that to you well before any changes are implemented.

 

·If you have any questions, please feel free to reach out to [me /your Bunge representative].

 

·Thank you for your continued support.

 

 

 

 

Trade Association FAQ

 

1.Will Bunge and Viterra operate as one entity?

·The transaction is subject to customary closing conditions and regulatory approvals. We anticipate the regulatory approvals will be completed in mid-2024.

·Until the transaction closes, Bunge and Viterra remain separate companies. We will conduct business as usual – with full independence between the two companies as we have previously been operating.

 

2.When will the transaction be finalized?

·The transaction is subject to customary closing conditions and regulatory approvals. We anticipate the regulatory approvals will be completed in mid-2024.

·Until the transaction closes, Bunge and Viterra remain separate companies. We will conduct business as usual – with full independence between the two companies as we have previously been operating.

 

3.Will my points of contact at Bunge and Viterra change?

·All points of contact will remain the same through the closing of the transaction, which we anticipate will be complete by mid-2024.

·If there is any change in your point of contact, we will be sure to communicate that to you well before implementing any changes.

 

4.What should I say if approached by the media for comment about the transaction?

·We expect that the combination of Bunge and Viterra will lead to increased optionality to serve farmers and customers, enable broader transparency of origination and promote regenerative agriculture.

·You can refer media to news@bunge.com or to your Bunge point of contact.

 

5.Where can I get more information about this news? Who can answer questions I may have?

·If you have any questions about today’s news, please do not hesitate to reach out to your regular Bunge contact.

 

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.