AgJunction: AgJunction Announces Mailing of Information Circular and Proxy Statement for Special Meeting

The AgJunction Board of Directors unanimously recommends shareholders vote FOR the Arrangement well in advance of the November 22, 2021 deadline The all-cash consideration of CAD $0.75 per share represents a significant premium of 60% to unaffected closing price on October 7, 2021, the last trading day before announcement SCOTTSDALE, Ariz., Oct. 26, 2021 (GLOBE NEWSWIRE) -- AgJunction Inc. (TSX:AJX) ("AgJunction" or the "Corporation"), is pleased to announce that it has filed on SEDAR and mailed to shareholders, the information circular of AgJunction dated October 21, 2021 and related proxy materials (collectively, the "Meeting Materials") prepared in connection with a special meeting (the "Meeting") of common shareholders of AgJunction (the "AgJunction Shareholders") to be held at 10:00 am (Scottsdale time) on November 24, 2021 at the offices of AgJunction at 9105 E Del Comino Drive, Suite 115, Scottsdale, Arizona, USA. The record date for the Meeting is set at the close of business on October 21, 2021. The Meeting is being held pursuant to an interim order from the Court of Queen's Bench of Alberta obtained on October 19, 2021. At the Meeting, AgJunction Shareholders will be asked to consider, and if deemed advisable, to pass a special resolution (the "Arrangement Resolution") approving a statutory arrangement (the "Arrangement") pursuant to Section 193 of the Business Corporations Act (Alberta), which provides for the acquisition by Kubota Corporation or a wholly-owned subsidiary thereof (the "Purchaser" or "Kubota") of all the outstanding common shares of AgJunction for cash consideration (the "Consideration") of CAD $0.75 per common share (the "Transaction"), to be completed by way of a plan of arrangement. The Board unanimously recommends that AgJunction Shareholders vote their AgJunction shares in favour of the Arrangement. "This Arrangement is the successful culmination of a lengthy and comprehensive review of strategic alternatives," commented Lori Ell, Chair of AgJunction's Board of Directors (the "Board"). "In excess of 40 potentially interested parties were contacted to determine their interest level in pursuing a transaction with AgJunction. The board also considered financing options, which were determined very likely to be materially dilutive without necessarily guaranteeing eventual liquidity for our shareholders. This Transaction offers the AgJunction Shareholders compelling cash value for their AgJunction shares." The Meeting Materials contain important information regarding the Transaction, how AgJunction Shareholders can vote their shares at the Meeting and a summary of the events leading up to the Transaction, including the reasons that led AgJunction's Board to unanimously determine that the Transaction is fair to AgJunction Shareholders and is in the best interests of AgJunction. AgJunction Shareholders are strongly urged to read the Meeting Materials. The Arrangement Agreement and Shareholder Support Under the terms of the arrangement agreement entered into between Kubota Corporation and AgJunction dated October 7, 2021 in respect of the Arrangement (the "Arrangement Agreement"), Kubota will acquire all of the issued and outstanding common shares of AgJunction for CAD $0.75 per common share in an all-cash transaction with a total equity value, on a fully diluted basis, of approximately CAD $91 million. Each of the senior officers and directors of AgJunction who own AgJunction shares and who collectively hold 4.5% of the outstanding AgJunction shares, and IGC Holding LP, a significant AgJunction Shareholder who holds 15.6% of the outstanding AgJunction shares, together holding common shares representing in aggregate 20.1% of the outstanding AgJunction shares as of the record date for the Meeting, have entered into support and voting agreements with the Purchaser, pursuant to which they have agreed to vote in favour of the Arrangement Resolution. Reasons for the Arrangement Full story available on Benzinga.com