Viterra Buying ABB Grain

TORONTO - May 19/09 - SNS -- Viterra Inc. has agreed to buy all the issued and outstanding shares in ABB Grain Ltd. for a mixture of cash and scrip via a scheme of arrangement, which will be subject to shareholder and court approval.

Valued at approximately A$1.6 billion or CDN$1.4 billion, the transaction is comprised of a combination of cash and shares, including a special dividend to be paid by ABB. It is based on the closing share price of CDN$8.84 per Viterra share on 15 May 2009 (the last trading day in Viterra shares prior to this announcement) and an Australian to Canadian Dollar exchange rate of 0.8901.).

The value range is A$9.11 to A$9.41 per share (which includes a special cash dividend of A$0.41 per share to be paid by ABB). The value range increases up to A$9.29 – A$9.59 per share for certain classes of shareholders who benefit from franking on the special cash dividend. The ability of shareholders to use the franking credits will be subject to certain holding period rules.

The ABB Directors unanimously recommend that ABB shareholders vote in favor of the proposed scheme of arrangement, in the absence of a superior proposal and subject to an independent expert concluding that the proposal is in the best interests of ABB shareholders. The transaction has also been unanimously approved by the Board of Directors of Viterra.

ABB shareholders will be offered a Default Alternative consisting of cash and Viterra shares and, subject to the available cash and scrip pools described below, will have the ability to elect to increase the amount of cash they receive or increase the number of Viterra shares they receive. In addition, ABB intends to pay a fully franked special cash dividend of A$0.41 per ABB share.

ABB shareholders will have the ability to choose between the following alternatives:

* Default Alternative: A$9.26 per ABB share, consisting of A$4.35 in cash and 0.4531 Viterra shares (A$4.50 Based on the closing share price of CDN $8.84 per Viterra share on 15 May 2009 (the last trading day in Viterra shares prior to this announcement) and an Australian Dollar:Canadian Dollar exchange rate of 0.8901.) plus the A$0.41 special dividend; or

* Maximum Cash Alternative: A$9.11 per ABB share, consisting of A$8.70 in cash plus the A$0.41 special dividend;

* Maximum Cash elections will be scaled down (to minimum cash of A$6.53 and maximum scrip of 0.2266 Viterra shares (A$2.253)) if ABB shareholders in aggregate request more cash than the available cash pool of approximately A $1,128mm (up to circa 75% of the consideration payable by Viterra); or

* Maximum Scrip Alternative of A$9.41 per ABB share, consisting of 0.9062 Viterra shares (A$9.00¹) per ABB share plus the A$0.41 special dividend;

* Maximum Scrip elections will be scaled down (to minimum scrip of 0.45313 Viterra shares and maximum cash of A$4.35) if ABB shareholders in aggregate request more scrip than the available scrip pool of approximately 78 million Viterra shares (up to circa 50% of the consideration payable by Viterra).

Including the franking benefits attached to the special cash dividend payment from ABB, there will be further value for certain classes of shareholders of up to A$0.18 The ability of shareholders to use the franking credits will be subject to certain holding period rules. per share taking the proposed transaction value up to A$9.29 - A$9.593 per share.

The scrip component will be in the form of CHESS Depository Interests (“CDI”) to be listed on the Australian Securities Exchange (the CDIs will represent an equal interest in Viterra shares and will be exchangeable into TSX-listed Viterra shares on a one for one basis). Shareholders can also elect to have their scrip issued as Viterra shares listed on the Toronto Stock Exchange (“TSX”).

Cash Out Facility: To the extent the maximum cash pool is drawn, ABB shareholders who have elected to take the Maximum Cash Alternative, will have the ability to have any Viterra shares that they would have otherwise received, aggregated and sold on their behalf. Shareholders would receive their pro-rata net cash proceeds from the sale (free of brokerage costs for small shareholders), net of any applicable taxes.

ABB shareholders will also receive a fully franked interim cash 2009 dividend of A$0.10 with a record date of 16 June 2009 to be paid in the usual course of business on 30 June 2009.

The valuation range of A$9.11 - A$9.413 (which includes a special dividend of A$0.41 to be paid by ABB) per ABB share represents a premium of:

* 30 – 34% to the ABB closing price of A$7.00 on 27 April 2009 (the day prior to the announcement that ABB and Viterra were in discussions); · 47 – 51% to ABB’s 1 month Volume Weighted Average Price (“VWAP”) in the 1 month up to and including 27 April 2009; · 55 – 60% to ABB’s 3 month VWAP in the 3 months up to and including 27 April 2009.

The Default Alternative (including the special dividend) values ABB at A$1.61 billion on an equity basis and A$2.09 billion on an enterprise value basis. Based on shares outstanding of 172.8mm and reported average net debt 2H08 and 1H09 of A$483.1 million.

ABB has entered into an Implementation Agreement with Viterra under which ABB has agreed to propose a scheme of arrangement for the acquisition of its shares by Viterra. A copy of the Implementation Agreement dated 19 May 2009 accompanies this announcement as a separate document.

The transaction is subject to satisfaction of a number of customary closing conditions, including the receipt of required regulatory approvals and court approvals, as well as the approval of ABB shareholders. Regulatory approvals include approval by the Australian Foreign Investment Review Board, the New Zealand Overseas Investment Office and TSX (and ASX) in respect of the issue of new shares (and CDIs) under the scheme by Viterra.

The Implementation Agreement contains certain terms usual for a transaction of this nature including no shop and no talk provisions, mutual break fees, as well as providing Viterra the right to match a competing proposal.

Next Steps

In due course, ABB’s shareholders will receive a scheme booklet that will contain full details of the proposed scheme, including the basis for the ABB Board’s recommendation that ABB’s shareholders approve the proposed scheme (in the absence of a superior proposal and subject to the opinion of the Independent Expert). ABB will shortly appoint an Independent Expert to prepare a report on whether the proposed scheme is in the best interests of ABB’s shareholders. The Independent Expert’s report will be included in the scheme booklet.

It is currently anticipated that ABB will lodge the scheme booklet with ASIC in due course, and that the scheme meeting is expected to be held in September 2009.

Genuity Capital Markets and Macquarie Capital Advisers are acting as financial advisers to Viterra and Torys LLP and Freehills as its legal advisers.

J.P. Morgan is acting as ABB’s exclusive financial adviser and Johnson Winter & Slattery as legal adviser.

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