AWB GranCorp Merger

SYDNEY - Jul 30/10 - SNS -- GrainCorp Limited and the AWB Limited have entered into a Merger Implementation Deed under which GrainCorp will merge with AWB under a Scheme of Arrangement between AWB and its shareholders.

Under the arrangement, GrainCorp will issue to AWB shareholders one GrainCorp share for every 5.75 AWB shares they own subject to an AWB shareholder vote. The transaction will result in a nil premium merger with the exchange ratio based on the volume weighted average prices of shares in each company over the last six months.

GrainCorp's shareholders will hold 58%, and AWB shareholders 42%, of the merged company.

GrainCorp Chairman Mr Don Taylor said, "The merged company will have the scale to compete more effectively against the large global grain companies now competing domestically, and exporting grain from Australia, and places us in a strong position to take advantage of the growing food demand from Asia, the Middle East and North Africa."

Under the merger proposal, AWB Chairman, Mr Peter Polson, will become Chairman of the new company, GrainCorp Chairman Mr Don Taylor, will become Deputy Chairman and Ms Alison Watkins, Managing Director of GrainCorp, would become Managing Director. The Chief Financial Officer (CFO) of AWB, Mr Philip Gentry will become CFO of the merged entity. The two boards will merge.

The senior management team of the combined company will be drawn from the current management teams of both GrainCorp and AWB.

The merged entity will operate as GrainCorp Limited. The corporate head office will be located in Sydney, and business functions shared across the locations where best suited.

PageGen v1.0ef