EX-99.8 9 tm2318462d7_ex99-8.htm EXHIBIT 99.8
Exhibit 99.8

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Combination of highly complementary assets creates leading global footprint to process and supply oilseeds and grains Increased crush capabilities with fully integrated global origination presence Deeper connectivity with offerings for farmers and consumers Enhanced network benefits for customers from diversity, scale, efficiency and insights across value chains Strong direct farmer networks in the US, Canada, Australia, Europe and Argentina Attractive softseed crush assets in Europe, Canada and Argentina; a leader in soy crush in Argentina A leading, global oilseed processing and refining footprint with strong network in South America A global leader in plant-based oil, fat and protein Creating a premier agribusiness solutions company built for the 21st century Bunge and Viterra to Combine 125 Crushing and Refining Facilities 55 Port Terminals 350+ Storage Facilities 230+ MMT Commodities & Products Marketed Combined Assets 75MTT Crushing Capacity ~ Furthers Bunge’s Diversification Strategy Transaction Summary Initial Board to be comprised of eight Bunge representatives and four representatives nominated by Viterra shareholders Greg Heckman – CEO John Neppl – CFO David Mattiske – Co-COO Planned $2.0bn share repurchase commitment to enhance per share accretion Consideration to Viterra shareholders of approximately $6.2bn in stock and $2.0bn in cash Delivering Value for All Stakeholders Farmers More efficient supply chains and enhanced global market access, connecting farmers to consumers 12% Canada Pension Plan Investment Board 15% 70% 3% British Columbia Investment Management Corporation Employees Highly talented combined teams with complementary expertise and greater career opportunities Consumers More consistent supply and availability and greater access to higher value, more sustainable products Communities Transforms ability to implement sustainable practices in global food supply and enables greater transparency of origination Extends benefits of regenerative agriculture programs in North America, South America and Europe Enhances adoption of new sustainable crop rotation options that produce high-yield plant-based oil Increases volumes of low carbon oils and fats beyond soybean and canola Combination Accelerates Carbon Solutions to Achieve Climate Target Goals Crops Origination & Geography Crush Delivers Food, Feed and Fuel Solutions to Farmers & Consumers © 2023 Bunge Limited Forward Looking Statements For additional information, refer to the related presentation and press release which have been posted on the Bunge investor website at investors.bunge.com.

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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

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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.