MINNEAPOLIS, MN, April 27 /CNW/ - On April 26, 2010, Whitebox Credit Arbitrage Partners, L.P., Whitebox Multi-Strategy Partners, L.P., F Cubed Partners, L.P. and DRE Partners, L.P. (collectively, the "Whitebox LPs") entered into a share purchase agreement (the "Share Purchase Agreement") with Ceres Global Ag Corp. (the "Issuer") pursuant to which, and subject to the terms thereof, the Whitebox LPs have agreed to sell to the Issuer all of the outstanding common shares of Whitebox Commodities Holdings Corp., a corporation wholly-owned by them, for consideration which includes (i) US$26 million worth of newly issued common shares of the Issuer ("Common Shares"), the number of which to be issued is calculated by dividing US$26 million (or approximately C$26,023,400 based on the noon exchange rate of the Bank of Canada on April 26, 2010) by the net asset value of the Issuer on the business day immediately prior to the closing date of the transaction determined in accordance with the Share Purchase Agreement and (ii) warrants to purchase 150,000 Common Shares at an exercise price of C$10.40 per share, subject to customary anti-dilution adjustments (the "Warrants"). Completion of the transaction as described above would result in the issuance of approximately 2,589,641 Common Shares if the net asset value of the Issuer were determined as of April 15, 2010, at approximately C$10.04 per share. Closing of the transaction is currently expected to occur before June 30, 2010, subject to approval of the Toronto Stock Exchange and other closing conditions.
As the Whitebox LPs are managed by Whitebox Advisors, LLC, for purposes of applicable Canadian securities laws, Whitebox Advisors, LLC and Andrew Redleaf (the "Whitebox Filers") may be considered to have acquired control or direction over the Common Shares to be issued pursuant to the Share Purchase Agreement (the "Purchase Shares") and the Warrants. Based on the information set forth above, as a result of entering into the Share Purchase Agreement, for purposes of applicable Canadian securities laws, the Whitebox Filers may be considered to have acquired control or direction over 2,739,641 Common Shares of the Issuer (comprised of the 2,589,641 Purchase Shares and the 150,000 Common Shares that may be purchased on exercise of the Warrants) which, if and when issued, would constitute approximately 18.01% of the outstanding Common Shares, calculated in accordance with applicable Canadian securities laws.
The transactions described in this release did not take place on any market.
The Purchase Shares and the Warrants will, if and when issued, be acquired in the ordinary course of business of the Whitebox LPs. The Whitebox Filers expect to evaluate on an ongoing basis the Issuer's financial condition, business, operations and prospects, the market price of the securities of the Issuer, conditions in the securities markets generally, general economic conditions and industry conditions and other factors. Depending on such review, and subject to the terms of the Warrants, the conditions below and certain standstill restrictions agreed to by the Whitebox LPs in a support agreement to be entered into between Whitebox Advisors, LLC, the Whitebox LPs and the Issuer on closing of the transaction (the "Support Agreement"), the Whitebox Filers may make additional purchases or may sell or transfer Common Shares or other securities of the Issuer over which they may be considered to have control or direction from time to time in public or private transactions and/or may enter into privately negotiated derivative transactions with institutional counterparties to hedge the market risk of some or all of their positions in the Common Shares or other securities. In addition or in the alternative, subject to the restrictions in the Support Agreement and the Warrants, the Whitebox Filers may cause any of the Whitebox LPs to distribute in kind to their respective partners or shareholders, as the case may be, Common Shares or other securities. Any such transactions may be effected at any time or from time to time subject to applicable law. Other than as described above, none of the Whitebox Filers and the Manager has any plan or proposal relating to or that would result in: (a) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (b) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (c) any material change in the present capitalization or dividend policy of the Issuer; (d) any other material change in the Issuer's business or corporate structure; (e) any changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (f) a class of securities of the Issuer being delisted; (g) a class of equity securities of the Issuer becoming eligible for termination of registration; or (h) any action similar to those enumerated above.
Andrew Redleaf is the managing director and controlling shareholder of Whitebox Advisors, LLC, which is the managing director of the general partners of each of, and advisor to, the Whitebox LPs. The Whitebox LPs will be the registered owners of the Common Shares and Warrants that are the subject of this release. The current principal address of the Whitebox LPs is c/o 3033 Excelsior Blvd., Suite 300, Minneapolis, MN 55416.
As a result of the foregoing relationships, the Whitebox Filers may be considered to exercise control or direction over the Common Shares and Warrants that are the subject of this release. However, the Whitebox Filers disclaim any beneficial ownership over the Common Shares and Warrants held by the Whitebox LPs, except to the extent of their pecuniary interest, if any, therein.
In addition to the Share Purchase Agreement, on closing of the transaction, the Whitebox LPs, Whitebox Advisors, LLC and the Issuer will enter into the Support and Voting Agreement and a Non-Competition Agreement.
SOURCE ANDREW REDLEAF AND WHITEBOX ADVISORS, LLC
For further information: For further information: A copy of the early warning report to be filed by Mr. Redleaf and Whitebox Advisors, LLC in connection with acquisitions referred to in this press release may be obtained from Mark Strefling, Chief Legal Officer of Whitebox Advisors, LLC at (612) 253-6018.