Ceres Global Ag Corp. Announces Filing of Circular and Receipt of Interim Order in Relation to Proposed Plan of Arrangement with Bartlett Grain Company
MINNEAPOLIS, June 9, 2025 /CNW/ - Ceres Global Ag Corp. ("Ceres" or the "Corporation") (TSX: CRP) today announced that it has filed and is in the process of mailing its management information circular (the "Circular") and related materials to shareholders of Ceres (the "Shareholders") in connection with the special meeting (the "Meeting") of Shareholders to be held on Monday, June 30, 2025, to consider and vote on a special resolution (the "Arrangement Resolution") approving the previously announced statutory plan of arrangement pursuant to which 1001239530 Ontario Inc., a newly formed entity controlled by Bartlett Grain Company, LLC, will acquire all of the issued and outstanding common shares of Ceres (the "Shares") for a price of US$4.50 per Share, in cash (the "Transaction"), all as more particularly described in the Circular.
The Circular and related materials can be accessed on Ceres' website at https://ceresglobalagcorp.com as well as under Ceres' profile on SEDAR+ at www.sedarplus.ca. Shareholders are urged to carefully review and consider the Circular and related materials, which contain important information concerning the Transaction and the rights and entitlements of the Shareholders in relation thereto and to consult with their financial, tax, legal or other professional advisors.
Voting at Virtual Meeting of Shareholders
The Meeting will be held virtually on June 30, 2025 at 8:30 a.m. EST. Shareholders can access the Meeting using the following link: https://virtual-meetings.tsxtrust.com/1825 (case sensitive password: ceres2025). The Circular provides important and detailed instructions about how to participate in the Meeting. Only registered Shareholders as at the close of business on May 30, 2025 (or their duly appointed and registered proxyholders), are entitled to receive notice of and to vote at the Meeting. The deadline for completed proxies to be received by the Corporation's transfer agent, TSX Trust Company, is Thursday, June 26, 2025 at 8:30 a.m. EST (or, if the Meeting is adjourned or postponed, no later than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in Ontario) before the adjourned meeting is reconvened or the postponed meeting is convened). Shareholders are encouraged to cast their votes well in advance of the proxy voting deadline.
Receipt of Interim Court Order
On May 28, 2025, the Ontario Superior Court of Justice (Commercial List) (the "Court") granted an interim order in respect of the Transaction (the "Interim Order"). The Interim Order authorizes Ceres to proceed with various matters relating to the Transaction, including the holding of the Meeting for Shareholders to consider and vote on the Arrangement Resolution.
Recommendation of the Independent Committee and the Board
The Board's standing independent committee (the "Independent Committee"), after receiving financial advice from Blair Franklin Capital Partners Inc., an independent financial advisor retained by the Board, unanimously recommended that the Board approve the Transaction and recommend that Shareholders vote in favour of the Arrangement Resolution at the Meeting. The Board, after receiving advice from its independent financial advisor and outside legal counsel and the unanimous recommendation of the Independent Committee, unanimously determined that the Transaction is in the best interests of the Corporation and is fair to Shareholders and unanimously recommends that Shareholders vote in favour of the Arrangement Resolution.
About Ceres Global Ag Corp.
Ceres and its subsidiaries add value across agricultural, energy and industrial supply chains through efficient sourcing, storing, transporting and marketing of high‐quality agricultural commodities, value‐added products and raw materials. Leveraging its network of commodity logistics centers and team of industry experts, Ceres connects farmers to customers around the world.
Ceres is headquartered in Golden Valley, Minnesota, and together with its affiliated companies, operates 10 locations across Saskatchewan, Manitoba, and Minnesota. These facilities have an aggregate grain and oilseed storage capacity of approximately 29 million bushels. The Corporation also owns membership interests in three agricultural joint ventures that have an aggregate grain and oilseed storage capacity of approximately 16 million bushels.
Ceres has a 50% interest in Savage Riverport, LLC (a joint venture with Consolidated Grain and Barge Co.), a 50% interest in Berthold Farmers Elevator, LLC (a joint venture with The Berthold Farmers Elevator Company), a 50% interest in Farmers Grain, LLC (a joint venture with Farmer's Cooperative Grain and Seed Association), a 41.6% interest in Gateway Energy Terminal (an unincorporated joint venture with Steel Reef Infrastructure Corp.), and a 25% interest in Stewart Southern Railway Inc. (a short‐line railway located in southeast Saskatchewan with a range of 130 kilometers).
This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation and United States securities laws. Forward-looking information may include, but is not limited to, statements regarding the Transaction, the timing of the Meeting and the mailing date of the Meeting materials. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", "believes", "may have implications" or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might", or "will be taken", "occur", or "be achieved".
Forward-looking information is based on the opinions and estimates of management at the date the information is made and is based on a number of assumptions and subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. Key assumptions upon which such forward-looking information is based are listed in the "Key Assumptions & Advisories" section of the MD&A for the period ended March 31, 2025. Many such assumptions are based on factors and events that are not within the control of Ceres and there is no assurance they will prove to be correct. The risks and uncertainties the forward looking information is subject to include, but are not limited to, the risk factors described in greater detail under "Risk Factors" of the Circular relating to the Meeting. These risks and uncertainties further include (but are not limited to), as concerns the Transaction, the failure of the parties to obtain the necessary Shareholder, regulatory and Court approvals or to otherwise satisfy the conditions to the completion of the Transaction, failure of the parties to obtain such approvals or satisfy such conditions in a timely manner, significant Transaction costs or unknown liabilities, failure to realize the expected benefits of the Transaction, and general economic conditions. Failure to obtain the necessary Shareholder, regulatory and Court approvals, or the failure of the parties to otherwise satisfy the conditions to the completion of the Transaction or to complete the Transaction, may result in the Transaction not being completed on the proposed terms, or at all. In addition, if the Transaction is not completed, and the Corporation continues as a publicly-traded entity, there are risks that the announcement of the proposed Transaction and the dedication of substantial resources of the Corporation to the completion of the Transaction could have an impact on its business and strategic relationships (including with future and prospective employees, customers, suppliers and partners), operating results and activities in general, and could have a material adverse effect on its current and future operations, financial condition and prospects.
Factors that could cause actual results to vary materially from results anticipated by such forward-looking information include, among others, risks related to weather, politics and governments, changes in environmental and other laws and regulations, competitive factors in agricultural, food processing and feed sectors, construction and completion of capital projects, labour, equipment and material costs, access to capital markets, interest and currency exchange rates, technological developments, global and local economic conditions, the ability of Ceres to successfully implement strategic initiatives and whether such strategic initiatives will yield the expected benefits, the operating performance of the Corporation's assets, the availability and price of commodities and regulatory environment, processes and decisions. Although Ceres has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results that are not anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Ceres undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change, except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking information.
