Land O’Lakes Completes Acquisition of Ceres

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Earlier this week, Land O’Lakes, Inc. completed its acquisition of Ceres, Inc., which will become part of the company’s forage business unit, Forage Genetics International (FGI).

According to the company, this transaction brings new advanced plant breeding and biotechnology to FGI’s research and development pipeline, creates the potential to bring new forage traits to market faster and places the business in a position to expand its portfolio to become a holistic forage provider to its customers.

FGI has expertise in field testing, product development and regulatory approval of traits. Meanwhile, Ceres excels in the discovery and laboratory testing of new forage traits. Combining the two is expected to accelerate the path to creating new forage solutions for farmers globally.

Roman Merger Sub, Inc., a wholly owned subsidiary of Land O’Lakes, commenced a tender offer for all the outstanding shares of Ceres common stock at a price of $0.40 per share, net to the seller in cash, without interest thereon and less any required withholding taxes, on July 1, 2016. The tender offer expired July 29 and was not extended. The depositary for the tender offer advised Land O’Lakes and Roman Merger Sub, Inc. that, as of the expiration of the tender offer, a total of 20,064,361 shares of common stock were validly tendered and not withdrawn in the tender offer, representing a total of approximately 72.1 percent of Ceres’ outstanding shares of common stock (excluding shares tendered pursuant to guaranteed delivery procedures but not yet delivered). In addition, notices of guaranteed delivery have been delivered with respect to 56,034 shares.

Roman Merger Sub, Inc. irrevocably accepted for payment all shares of Ceres common stock validly tendered in the tender offer and will pay for all such tendered shares promptly in accordance with the terms of the offer. Following the completion of the tender offer, Roman Merger Sub, Inc. completed its acquisition of Ceres through a merger completed pursuant to Section 251(h) of the Delaware General Corporation Law with Ceres surviving the merger as a wholly owned subsidiary of Land O’Lakes.

In the merger, all shares of Ceres common stock (other than shares of common stock irrevocably accepted for purchase in the offer, held by Ceres, or held by any Ceres stockholder who properly exercised appraisal rights under Section 262 of the Delaware General Corporation Law) have been cancelled and converted into the right to receive $0.40 per share, net to the seller in cash, without interest thereon and less any required withholding taxes (the same consideration per common share offered in the tender offer), and each outstanding share of Ceres Series A convertible preferred stock (other than shares of preferred stock held by Ceres or held by any Ceres stockholder who properly exercised appraisal rights under Section 262 of the Delaware General Corporation Law) have been cancelled and converted into the right to receive $1,000 per share, net to the seller in cash, without interest thereon and less any required withholding taxes.

As a result of the completed acquisition, Ceres shares ceased trading prior to the open of market on Aug. 1 and will no longer be listed on the Nasdaq Capital Market.

To read the previous article about this acquisition, visit http://seedworld.com/land-olakes-acquire-ceres/

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