Ceres Board Unanimously Recommends Shareholders Vote AGAINST both Advisory Resolutions
TORONTO, June 28, 2013 /CNW/ - Ceres Global Ag Corp. ("Ceres" or the
"Corporation") announced today that it has filed with Canadian
securities regulatory authorities and is mailing to shareholders its
management proxy circular in respect of its Special Meeting of
shareholders scheduled for 11:00 a.m. on Wednesday, July 24, 2013 in
the Chairman's Boardroom at One King Street West, Toronto, Ontario,
Canada, M5H 1A1. The Ceres' Board of Directors unanimously recommends
that shareholders vote their BLUE proxy against the advisory
resolutions proposed by minority shareholder, VN Capital Management
The management proxy circular includes a letter to shareholders from
Gary P. Selke, Chairman and CEO, and W. Brian Little, Director and
Chair of the Special Committee setting out the reasons why shareholders
should vote their BLUE proxy against the advisory resolutions. Copies
of the management proxy circular, letter to shareholders and other
proxy materials will be available on SEDAR at www.sedar.com
The text of the letter to shareholders is reproduced below:
June 21, 2013
We are writing to invite you to a special meeting of shareholders of
Ceres Global Ag Corp. to be held on July 24, 2013 at 11:00 am (Toronto
time). This is not an ordinary meeting of shareholders. As you may be aware, a minority shareholder, VN Capital Management,
LLC (holding approximately 6.8% of Ceres' shares), requisitioned this
meeting of shareholders.
Shareholders will be asked to vote on two non-binding, advisory
resolutions proposed by VN Capital. The first advisory resolution calls
on Ceres to terminate the Management Agreement that exists between
Ceres and Front Street Capital. The second advisory resolution seeks
to restrict Ceres from entering into any future agreement with Front
Street to provide management or administrative services to Ceres.
Your Board of Directors, after careful deliberation, unanimously
recommends that shareholders vote AGAINST these resolutions.
Here are the key reasons behind the Board's unanimous recommendations,
reviewed in detail in the pages that follow:
Ceres' value is best realized through maintaining its current strategy
of actively managing its assets and operations. VN Capital's action is
based on the incorrect premise that Ceres has become an operating
The "internalization" of the management of Ceres as proposed by VN
Capital, would be costly and time consuming, and is not in the best
interest of Ceres shareholders at this time;
The passage of VN Capital's proposals could destabilize Ceres' business
development opportunities and jeopardize its ability to enter into new
business contracts and generally further the development of its
projects with third parties;
Ceres has a highly qualified and experienced board of directors and
management team, with extensive experience in agribusiness, asset
management, finance, transaction negotiation and execution and company
Current management is aligned with shareholders - Front Street and its
related parties, along with directors and officers of Ceres, control
21% of the shares - over three times that of VN Capital; and
Ceres is committed to ongoing board evaluation and renewal to advance
As you will read later in [the] circular, the Board and the Special
Committee of the Board engaged in a deliberative and careful process to
consider the issues raised by VN Capital.
The Board struck a special committee of independent directors to
consider and respond to VN Capital's requisition for a special meeting.
The Special Committee retained independent legal advice and retained an independent financial advisor to assist and advise on its deliberations. In order
to fulfill its mandate, the Special Committee met in person or by
phone, over a dozen times and held frequent discussions with its
independent advisors and the management of Ceres.
Ultimately, the Special Committee determined that VN Capital's proposals
were based on the incorrect premise that Ceres has become a fully
formed operating company. The Special Committee has unanimously concluded that the current
management structure is appropriate and in the best interest of Ceres
at this time.
Shareholders, we encourage you vote AGAINST the VN Capital resolutions. The management and Board of Ceres are
aligned with shareholders, and management is incentivized to create
value for long term shareholders.
If you have any questions about the Board's recommendations or the
Special Committee's process, we encourage you to contact us directly at
Any shareholder requiring assistance in voting their proxy should
contact Canadian Stock Transfer Company Inc., Investor Relations
Inquiry at (416) 682-3860 or toll free at 1-800-387-0825. Please vote
your BLUE proxy AGAINST the VN Capital resolutions, prior to 11:00 am (Toronto time) on July
22, 2013 - and help us keep good things growing, at Ceres.
Gary P. Selke
W. Brian Little
Chairman of the Special Committee
Chief Executive Officer
About Ceres Global Ag Corp.
Ceres Global Ag Corp. is a Toronto-based asset management corporation
with two main investment areas: its Grain Handling and Storage unit,
anchored by its 100% ownership of Riverland Ag Corp.; and its Commodity
Logistics unit, containing its 25% interest in Stewart Southern Railway
Inc. and its development of the Northgate, SK Commodity Logistics Hub.
Ceres also has significant capital available to invest in these and
related businesses. Riverland Ag Corp. is a collection of 11 grain
storage and handling assets in Minnesota, North Dakota, New York,
Wisconsin and Ontario having aggregate storage capacity of
approximately 52 million bushels. Stewart Southern Railway Inc. is a
short line rail company that operates in Southeastern Saskatchewan. The
Northgate Commodity Logistics Hub is a $90 million grain, oil and
oilfield supplies transloading site being developed in conjunction with
Scoular Grain and several potential energy company partners, connected
to the Burlington Northern Santa Fe Railroad and expected to open in
the fall of 2013. Ceres common shares trade on the Toronto Stock
Exchange under the symbol "CRP".
Cautionary Notice: This news release contains "forward-looking
information" within the meaning of applicable Canadian securities
legislation and United States securities laws. Forward-looking
information may include, but is not limited to, statements regarding
future operations and results, anticipated business prospects and
financial performance of Ceres and its subsidiaries, expectations or
projections about the future, strategies and goals for growth,
anticipated capital projects, construction and completion dates and the
expected financial and operational consequences of future commitments.
Generally, forward-looking information can be identified by the use of
forward-looking terminology such as "plans", "expects" or "does not
expect", "is expected", "scheduled", "intends", "anticipates" or "does
not anticipate", "believes" or variations of such words and phrases or
statements that certain actions, events or results "may", "could",
"would", "might", or "will be taken", "occur", or "be achieved".
Forward-looking information is based on the opinions and estimates of
management at the date the information is available, and is based on a
number of assumptions and subject to a variety of risks and
uncertainties and other factors that could cause actual events or
results to differ materially from those projected in the
forward-looking information. Key assumptions upon which such
forward-looking information is based are listed in the "Forward-Looking
Information" section of the management proxy circular.
Many such assumptions are based on factors and events that are not
within the control of Ceres and there is no assurance they will prove
to be correct. Factors that could cause actual results to vary
materially from results anticipated by such forward-looking information
include, among others, risks related to weather, politics and
governments, changes in environmental and other laws and regulations,
competitive factors in agricultural, food processing and feed sectors,
construction and completion of capital projects, labour, equipment and
material costs, access to capital markets, interest and currency
exchange rates, technological developments, global and local economic
conditions, the ability of Ceres to successfully implement strategic
initiatives and whether such strategic initiatives will yield the
expected benefits, the operating performance of the Corporation's
assets, the availability and price of commodities and regulatory
environment, processes and decisions. Although Ceres has attempted to
identify important factors that could cause actual actions, events or
results to differ materially from those described in forward-looking
information, there may be other factors that cause actions, events or
results that are not anticipated, estimated or intended. There can be
no assurance that forward-looking information will prove to be
accurate, as actual results and future events could differ materially
from those anticipated in such information. Ceres undertakes no
obligation to update forward-looking information if circumstances or
management's estimates or opinions should change, except as required by
applicable securities laws. The reader is cautioned not to place undue
reliance on forward-looking information.
SOURCE: Ceres Global Ag Corp.
For further information:
Chief Financial Officer
Bayfield Strategy, Inc.