Public holders of approximately 15.8 million Seminis shares will receive $3.78 per share in the merger.
Immediately following the merger, certain Savia related parties will sell to certain investment funds managed by Fox Paine & Co., LLC, a San Francisco based private equity firm, a number of the Seminis shares they will then own, representing approximately 75 percent of the Seminis common shares, following completion of the transactions, for $3.40 per share in cash.
Certain entities affiliated with Alfonso Romo Garza, Seminis' and Savia's chairman and chief executive officer, will receive co-investment rights to purchase, subject to certain conditions, up to 34 percent of Seminis following the merger.
Stockholders of Seminis representing in excess of 85 percent of the currently outstanding voting power of Seminis have entered into agreements to vote in favor of the merger. Savia shareholders provided their approval at a shareholder meeting held on April 30, 2003.
The overall transaction has a total enterprise value in excess of $650 million. The $3.78 per share price to Seminis' public stockholders represents a premium of 51-percent based on Seminis' closing price of $2.51 on Dec. 13, 2002, the last closing price prior to the public announcement of the Savia letter of intent with Fox Paine regarding the overall transaction.
The Seminis Board of Directors approved the merger agreement after receiving the unanimous recommendation of a special committee of independent directors, which was formed following the announcement of the Dec. 13, 2002, letter of intent between Savia and Fox Paine.
As part of the transaction, immediately prior to the consummation of the merger, Savia will exchange its Seminis Class C preferred shares for approximately 37.7 million shares of Seminis common stock, after which, the total number of outstanding Seminis common shares will be approximately 101.7 million.
Savia expects to distribute approximately $0.53 per share to its shareholders from the proceeds of its sale of Seminis shares to Fox Paine. In addition, a portion of the proceeds will be used by Savia to settle and repay all of its currently outstanding indebtedness.
Existing management will continue to run the Company, with Romo serving as chairman and chief executive officer and Dexter Paine, president of Fox Paine, serving as vice chairman of Seminis.
"With Fox Paine as a strategic partner, we are strengthening Seminis' position as the world's leading provider of high-quality specialty seeds in both developed and emerging markets,” Romo said. “Fox Paine's insight and expertise in the industry is proving to be invaluable as we focus on offering total solutions to our customers and capturing value in the food chain."
"We are very excited to be making a strategic investment in Seminis and to have the opportunity to participate in its future growth,” Paine said. “Seminis' innovative agricultural technology and its experienced and talented management team, led by Alfonso Romo Garza, together with its new capital structure, will accelerate the next stage of this dynamic company's development."
The transaction is expected to be completed later this summer and is subject to customary conditions, including the approval by Seminis' stockholders, availability of financing and certain regulatory approvals. Seminis intends to file shortly with the U.S. Securities and Exchange Commission copies of the merger and other related agreements. [email protected]