MINNEAPOLIS, June 11 /CNW/ - Pursuant to the terms of a previously announced share purchase agreement dated as of April 26, 2010 (as amended on June 8, 2010) (the "Share Purchase Agreement") entered into between Ceres Global Ag Corp. (the "Issuer") and 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"), on June 11, 2010, the Issuer acquired all of the outstanding common shares of Whitebox Commodities Holdings Corp., a corporation wholly owned by the Whitebox LPs for consideration which includes (i) 2,904,889 common shares of the Issuer ("Common Shares"), 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").
As the Whitebox LPs are managed by Whitebox Advisors, LLC, for purposes of applicable Canadian securities laws, Andrew Redleaf and Whitebox Advisors, LLC (together, the "Whitebox Filers") may be considered to have acquired control or direction over the Common Shares issued pursuant to the Share Purchase Agreement (the "Purchase Shares") and the Warrants. As a result of the completion of the transactions contemplated by the Share Purchase Agreement, for purposes of applicable Canadian securities laws, the Whitebox Filers may be considered to have acquired control or direction over 3,054,889 Common Shares of the Issuer (comprised of the 2,904,889 Purchase Shares and the 150,000 Common Shares that may be purchased on exercise of the Warrants) which constitutes approximately 19.7% 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 were 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 dated June 11, 2010 between Whitebox Advisors, LLC, the Whitebox LPs and the Issuer (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 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 member of the general partners of each of, and advisor to, the Whitebox LPs. The Whitebox LPs are the registered owners of the Common Shares and Warrants that are the subject of this report. 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 that are the subject of this report. However, the Whitebox Filers disclaim any beneficial ownership over the Common Shares held by the Whitebox LPs, except to the extent of their pecuniary interest, if any, therein.
In addition to the Share Purchase Agreement, on June 11, 2010, the Whitebox LPs, Whitebox Advisors, LLC and the Issuer entered into the Support Agreement and a Non-Competition and Non-Solicitation Agreement.
SOURCE Ceres Global Ag Corp.
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 the acquisitions referred to in this press release may be obtained from Mark Strefling, Chief Legal Officer of Whitebox Advisors, LLC at (612) 253-6018