Kubota To Acquire All Outstanding Shares Of AgJunction

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AgJunction Inc. announced that today at its special meeting of the shareholders, the shareholders of AgJunction passed a special resolution approving a statutory arrangement pursuant to Section 193 of the Business Corporations Act (Alberta), pursuant to which Kubota Canada Ltd., a wholly-owned subsidiary of Kubota Corporation will acquire all outstanding common shares of AgJunction for cash consideration of CAD $0.75 per AgJunction Share.

The Arrangement Resolution was required to be passed by not less than 662/3% of the votes cast by AgJunction Shareholders, either in person or by proxy at the Meeting, and by a simple majority of the votes cast by AgJunction Shareholders, either in person or by proxy at the Meeting, after excluding the votes cast by such AgJunction Shareholders that were required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”).

A total of 76,896,921 AgJunction Shares (approximately 63.7% of the issued and outstanding AgJunction Shares) were represented at the Meeting in person or by proxy. The Arrangement Resolution was approved by 97.87% of the votes cast by AgJunction Shareholders, either in person or by proxy at the Meeting, and by 97.79% of the votes cast by AgJunction Shareholders, either in person or by proxy at the Meeting, after excluding the votes cast by such AgJunction Shareholders that were required to be excluded pursuant to MI 61-101.

AgJunction expects to apply for the final approval of the Court of Queen’s Bench of Alberta of the Arrangement on Nov. 29, 2021 and, assuming such order is granted on the terms and conditions contemplated by AgJunction and Kubota Canada, closing of the Arrangement is expected to occur on or about Dec. 7, 2021.