AgJunction Inc., a global provider of advanced guidance, autosteering, and autonomy solutions for precision agriculture applications, today announced that it has entered into a definitive arrangement agreement (the "Arrangement Agreement") to be acquired by KUBOTA Corporation, a corporation headquartered in Osaka, Japan, in an all-cash transaction with a total equity value, on a fully diluted basis, of approximately CAD $91 million.
Under the terms of the Arrangement Agreement, Kubota will acquire AgJunction for CAD $0.75 per common share, representing a premium of approximately 60% to the closing price of the common shares on the Toronto Stock Exchange ("TSX") on October 7, 2021, the last trading day prior to this announcement, and a 59% premium to AgJunction’s 30 day volume-weighted average share price on the TSX. The proposed transaction (the "Transaction") is to be completed by way of a plan of arrangement under the Business Corporations Act (Alberta).
The board of directors of AgJunction, based on the unanimous recommendation of its special committee of independent directors, receipt of the Fairness Opinion and after consultation in its evaluation of the Transaction with legal and financial advisors, has:
(i) unanimously approved the Arrangement Agreement
(ii) unanimously determined that the Transaction is fair to AgJunction shareholders and is in the best interests of AgJunction
(iii) unanimously recommends that AgJunction shareholders vote in favor of the Transaction.
Agricultural machine automation is rapidly advancing with increasing investment and consolidation. Adoption of new automation demands tighter vehicle integration and large scale distribution. Given the competitive landscape, delayed adoption rates due to COVID-19, capital requirements and available sources of capital, AgJunction’s Board initiated a confidential process, supervised by the Special Committee in order to review strategic alternatives available to AgJunction and, if they emerged, to consider expressions of interest from third parties and any other transactions that AgJunction may consider in connection with strategic matters that are determined to be in the best interests of AgJunction.
With the assistance of AgJunction's financial advisor, Piper Sandler & Co. ("PSC"), potentially interested parties were contacted to determine their interest level in pursuing a strategic transaction with AgJunction.
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