Press Release

DBRS Comments on Glencore’s Definitive Agreement to Purchase Viterra

Consumers
March 20, 2012

DBRS notes today that Glencore International plc (Glencore) and Viterra Inc. (Viterra, rated BBB (low)) have jointly announced that they have signed a definitive agreement pursuant to which Glencore will acquire all of the issued and outstanding shares of Viterra for approximately $6.1 billion in cash, or $16.25 per share. This follows yesterday’s rating action in which DBRS placed the Issuer Rating and Senior Unsecured Notes rating of Viterra Under Review with Developing Implications after Viterra acknowledged that it was in exclusive discussions with an unnamed third party.

The proposed transaction has received unanimous approval from Viterra’s board of directors; however, its closing will be subject to shareholder and regulatory approval. Glencore has entered into separate definitive agreements with Agrium Inc. (Agrium, rated BBB) and Richardson International Limited (Richardson) for the sale of certain Viterra assets, although Glencore’s purchase of Viterra is not conditional on such agreements. Should Glencore be successful in completing its proposed acquisition of Viterra, Agrium would acquire the majority of Viterra’s retail agri-products business, including its 34% interest in Canadian Fertilizers Limited, for approximately $1.8 billion in cash, while Richardson would acquire approximately 23% of Viterra’s Canadian grain handling assets for approximately $800 million in cash.

Glencore, based in Switzerland, is one of the world’s leading integrated producers and marketers of commodities. Glencore has worldwide operations in the production, sourcing, processing, refining, transporting, storage, financing and supply of metals and minerals, energy products and agricultural products. In 2011, Glencore reported nearly US$6.5 billion of EBITDA.

DBRS will proceed with its review as more information becomes available and aims to resolve the Under Review status by the closing of the transaction.

Notes:
All figures are in Canadian dollars unless otherwise indicated.

The applicable methodology is Rating Grain Companies, which can be found on our website under Methodologies.

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