Great Sandhills Terminal Enters Into Agreement to be Acquired by Canadian Wheat Board

WINNIPEG, June 23, 2014 /CNW/ - Great Sandhills Terminal Ltd. ("GST") Board of Directors and Canadian Wheat Board ("CWB") wish to announce that they have entered into an arrangement agreement (the "Arrangement Agreement") whereby CWB will acquire, through a wholly-owned subsidiary, all of the issued and outstanding common shares of GST for cash consideration of $581.98  per share (subject to adjustment in certain circumstances) (the "Transaction"), representing total equity value, on a fully diluted basis, of $17,426,227 (subject to adjustment in certain circumstances). The Transaction offers all GST Shareholders liquidity for their GST shares at compelling value. GST's Board will mail a management information circular containing additional details of the Transaction in the upcoming weeks to its shareholders for approval at a meeting expected to be held in August, 2014.

GST's Board of Directors, with the benefit of advice from its financial and legal advisors, have unanimously determined that the Arrangement is in the best interests of GST and recommend that shareholders vote in favor of the Transaction. In making this recommendation the Board of Directors considered a number of benefits of the Transaction, including CWB's access to export markets and its significant grain marketing experience, which will provide a strong, local competitive option for GST farm customers.

"Today's agreement brings together the strong reputations of both companies under one roof," said Wayne Hittel, Chairman of Great Sandhills Terminal. "CWB's prized international brand and GST's service excellence are just two of the reasons this acquisition is a win-win for all stakeholders - CWB, GST shareholders, our local community, and all of our farmer-customers that deliver grain to GST now and in the future."

"CWB and Great Sandhills Terminal have worked very well together for many years providing farmers with valuable marketing options," said CWB president and CEO Ian White. "We look forward to providing an even stronger value proposition to farmers as a single company. This purchase strengthens CWB's growing network of assets across Western Canada and provides the opportunity for an ongoing farmer ownership stake in GST through our Farmer Equity Plan."

The agreement with Great Sandhills Terminal complements CWB's recent acquisition of Prairie West Terminal by expanding CWB's country assets in western Saskatchewan to include GST's high-throughput grain handling facility near Leader, Saskatchewan and a majority stake in Great Sandhills Railway - a shortline railway operating 197 kilometers of track between Swift Current and Burstall, Saskatchewan.

In addition to the Arrangement Agreement, each member of GST's Board has entered into voting and support agreements pursuant to which they have agreed to vote their GST shares in favour of the Transaction.

Transaction Details

The completion of the Transaction is subject to court approval pursuant to The Business Corporations Act (Saskatchewan), and the approval of two-thirds of the votes cast by shareholders present in person or by proxy at the special meeting of shareholders. The Transaction is also subject to customary closing conditions for a transaction of this nature, including receipt of all regulatory approvals, and is expected to close before September 1, 2014.

The Arrangement provides for, among other things, a non-solicitation covenant on the part of GST, subject to customary fiduciary out provisions. CWB will pay a termination fee of $800,000 if it terminates the Arrangement for certain reasons. The Arrangement also provides CWB with a right to match a superior proposal for GST and entitles CWB to a termination fee of $800,000 if the Arrangement is terminated in certain circumstances, including if GST enters into an agreement with respect to a superior proposal or if GST's Board withdraws its recommendation with respect to the Arrangement.

Advisors and Counsel

GST's financial advisor is Ernst & Young Orenda Corporate Finance Inc. and its legal counsel is Robertson Stromberg LLP. Virtus Group Chartered Accountants & Business Advisors LLP provided a fairness opinion to GST's Board. CWB's financial advisor is Deloitte LLP and its legal counsel is Aikins, MacAulay & Thorvaldson LLP.

About GST

GST is a Saskatchewan based, rural agri-business operating an independent inland grain terminal located on Highway 32, east of Leader, Saskatchewan.

About CWB

CWB is one of the most experienced wheat and barley marketers in the world. The Winnipeg-based organization has sold grain to over 70 countries, based on a reputation for high-quality product, reliable service and trusted international relationships. Underpinned by industry partnerships and a growing asset base, it offers a range of marketing programs to Canadian farmers, including its popular pool contracts, providing solid returns and significant risk-management benefits.

SOURCE: CWB

For further information:


Wayne Hittel, Chairman of Board of Directors
Great Sandhills Terminal Ltd.
P.O. Box 746
Leader, SK, S0N 1H0
Telephone: (306) 628-7343

CWB media relations
(204) 983-3101
mediarelations@cwb.ca

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CWB

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