AgJunction Inc. (TSX: AJX) (“AgJunction”), 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 (“Kubota” or the “Purchaser”), 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 (the “Purchase Price”), 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 (the “Board”), based on the unanimous recommendation of its special committee of independent directors (the “Special Committee”), receipt of the Fairness Opinion (as defined below) 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, and (iii) unanimously recommends that AgJunction shareholders vote in favor of the Transaction.
Ms. Lori Ell, Chair of the Board, commented “We are pleased to announce this Transaction, which offers our shareholders a compelling opportunity to monetize their investment at an attractive valuation and significant premium to the current and historical trading price of the AgJunction shares. The Transaction is also expected to accelerate the execution of AgJunction’s business plan, enhance access to additional customers and markets, provide efficiencies from greater scale and allows the opportunity for the retention of many AgJunction employees in the go-forward entity.”
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.
Following a thorough review of available alternatives, AgJunction’s Board has determined that the Transaction with Kubota represents the best alternative available for AgJunction to create substantial value for our respective stakeholders including the shareholders given the current industry, economic and capital markets conditions as well as existing strategic relationship between AgJunction and Kubota.
The Purchase Price is all cash and the Transaction is not subject to any financing conditions, which provides AgJunction shareholders with an immediate opportunity to realize full liquidity and certainty of value in cash for their investment in AgJunction.
AgJunction’s directors, executive officers and a significant shareholder of AgJunction holding a combined total of approximately 20% of the issued and outstanding AgJunction common shares, have entered into voting and support agreements, pursuant to which they have agreed to vote in favor of the resolution authorizing the Transaction at the Meeting (as defined below), subject to the provisions of such voting and support agreements.
The Arrangement Agreement and Requisite Approvals
Under the Transaction, the Purchaser will acquire all issued and outstanding AgJunction common shares in exchange for the payment to shareholders of the Purchase Price for each AgJunction common share held.
AgJunction will seek approval of the Transaction by its shareholders at a special meeting expected to be held in November 2021 (the “Meeting”). The Transaction is subject to approval by shareholders at the Meeting, including the approval of: (a) at least two-thirds of the votes cast by the shareholders in person or represented by proxy at the Meeting; and (b) a “majority of the minority”, being a majority of the votes cast by shareholders in person or represented by proxy at the Meeting, after excluding the votes cast by those shareholders whose votes are required to be excluded in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.
Under the terms of the Arrangement Agreement, the Transaction is also subject to the final approval of the Court of Queen’s Bench of Alberta following the Meeting, the completion of applicable regulatory filings and the satisfaction of certain closing conditions customary in transactions of this nature, including the absence of material adverse changes in the business and affairs of AgJunction. Upon closing of the Transaction, the AgJunction common shares will be de-listed from the TSX.
The Arrangement Agreement contains customary representations and warranties of each party and interim operational covenants by AgJunction. The Arrangement Agreement also provides for, among other things, customary board support and non-solicitation covenants, a “fiduciary out” for unsolicited “superior proposals” in favor of AgJunction and a provision for the right to match any superior proposals in favor of Kubota.
The Arrangement Agreement provides for a non-completion fee of approximately CAD $4.5 million. The non-completion fee is payable in the event that the Transaction is not completed or is terminated by AgJunction or the Purchaser in certain circumstances, including if AgJunction enters into an agreement with respect to a superior proposal or if the AgJunction Board, in certain circumstances, withdraws or modifies its recommendation with respect to the Transaction. The Arrangement Agreement also provides a reverse termination fee of approximately CAD $4.5 million.
Further details with respect to the Transaction will be included in the management information circular to be mailed to AgJunction shareholders in connection with the Meeting. The Meeting is expected to be held in November 2021 with closing of the Transaction to occur soon thereafter upon satisfaction or waiver of all conditions precedent. A copy of the Arrangement Agreement and the information circular will be filed on AgJunction’s SEDAR profile and will be available for viewing at www.sedar.com.