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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 13, 2023

 

BUNGE LIMITED

(Exact Name of Registrant as Specified in Its Charter)

 

Bermuda

(State or Other Jurisdiction
of Incorporation)

001-16625

(Commission File Number)

98-0231912

(IRS Employer
Identification No.)

    

1391 Timberlake Manor Parkway

Chesterfield, MO

(Address of Principal Executive Offices)

63017

(Zip Code)

   

(314) 292-2000

(Registrant’s Telephone Number, Including Area Code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

xSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

Securities registered pursuant to Section 12(b) of the Act:

  

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange on which registered

Common Shares, $0.01 par value per share   BG   New York Stock Exchange

  

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

  

Emerging growth company ¨

   

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

Item 7.01 Regulation FD Disclosure.

 

On June 13, 2023, Bunge Limited (the “Company” or “Bunge”) distributed the following materials in connection with the Company’s entrance into an agreement to combine with Viterra Limited, copies of which are attached hereto as Exhibits 99.1 through 99.10 and are incorporated herein by reference:

 

Press Release (Exhibit 99.1)
   
 Investor Call Transcript (Exhibit 99.2)
   
 Customer Communications (Exhibit 99.3)
   
 Employee Letter (Exhibit 99.4)
   
 Trade Association Communications (Exhibit 99.5)
   
 Farmer Communications (Exhibit 99.6)
   
 Social Media Post (Exhibit 99.7)
   
 Infographic (Exhibit 99.8)
   
 Internal Portal Story (Exhibit 99.9)
   
 Investor Presentation (Exhibit 99.10)

 

The information in this Item 7.01, including Exhibits 99.1, 99.2, 99.3, 99.4, 99.5, 99.6, 99.7, 99.8, 99.9 and 99.10, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

 

Cautionary Statement Regarding Forward-Looking Statements

 

This communication contains certain forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995, including those relating to the products and services described herein and to business performance in fiscal 2023 and beyond, including our projections for revenue, organic growth, bookings growth, and adjusted EBITDA, our expectations regarding the size of our addressable market, and our plans for growth and improvement in profitability and cash flow. You can identify these statements by the use of the words “may,” “will,” “could,” “should,” “would,” “plans,” “expects,” “anticipates,” “continue,” “estimate,” “project,” “intend,” “likely,” “forecast,” “probable,” “potential,” and similar expressions. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. Such risks and uncertainties include, but are not limited to, (1) the inability to consummate the transaction within the anticipated time period, or at all, due to any reason, including the failure to obtain shareholder approval to issue common shares, par value $0.01 per share, of Bunge in connection with the Acquisition, the failure to obtain required regulatory approvals or the failure to satisfy the other conditions to the consummation of the Acquisition; (2) the risk that the Business Combination Agreement may be terminated in circumstances requiring Bunge to pay a termination fee; (3) the risk that the Acquisition disrupts Bunge’s current business and financing plans and operations or diverts management’s attention from its ongoing business; (4) the effect of the announcement of the Acquisition on Bunge’s ability to retain and hire key personnel and maintain relationships with its customers, suppliers and others with whom it does business; (5) the effect of the announcement of the Acquisition on Bunge’s operating results and business generally; (6) the amount of costs, fees and expenses related to the Acquisition; (7) the risk that Bunge’s stock price may decline significantly if the Acquisition is not consummated; (8) the nature, cost and outcome of any litigation and other legal proceedings, including any such proceedings related to the Acquisition and instituted against Bunge and others; (9) the risk that the businesses will not be integrated successfully or that the combined company will not realize expected benefits, cost savings, accretion, synergies and/or growth, or that such benefits may take longer to realize than expected; (10) other factors that could affect Bunge’s business such as, without limitations, the effects of weather conditions and the impact of crop and animal disease on Bunge’s business, the impact of global and regional economic, agricultural, financial and commodities market, political, social and health conditions, changes in government policies and laws affecting Bunge’s business, including agricultural and trade policies, financial markets regulation and environmental, tax and biofuels regulation, the impact of industry conditions, including fluctuations in supply, demand and prices for agricultural commodities and other raw materials and products that Bunge sells and uses in its business, fluctuations in energy and freight costs and competitive developments in its industries, and operational risks, including industrial accidents, natural disasters, pandemics or epidemics and cybersecurity incidents; and (11) other risks to consummation of the proposed Acquisition.

 

 

 

These risks and uncertainties also include such additional risk factors as are discussed in Bunge’s filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and its subsequent filings and quarterly reports. Bunge cautions readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Bunge undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made.

 

Additional Information about the Acquisition and Where to Find It

 

This communication is being made in respect of the proposed transaction involving Bunge, Viterra and the Sellers parties thereto. A meeting of the shareholders of Bunge will be announced as promptly as practicable to seek shareholder approval in connection with the proposed transaction. Bunge expects to file with the SEC a proxy statement and other relevant documents in connection with the proposed transaction. The definitive proxy statement will be sent or given to the shareholders of Bunge and will contain important information about the proposed transaction and related matters. INVESTORS AND SHAREHOLDERS OF BUNGE ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BUNGE AND THE PROPOSED TRANSACTION. Investors may obtain a free copy of these materials (when they are available) and other documents filed by Bunge with the SEC at the SEC’s website at www.sec.gov.

 

Participants in the Solicitation

 

Bunge and certain of its directors, executive officers and other members of management and employees may be deemed to be participants in soliciting proxies from its shareholders in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of Bunge’s shareholders in connection with the proposed transaction will be set forth in Bunge’s definitive proxy statement for its shareholder meeting at which the proposed transaction will be submitted for approval by Bunge’s shareholders. You may also find additional information about Bunge’s directors and executive officers in Bunge’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on February 24, 2023, Bunge’s Definitive Proxy Statement for its 2023 annual meeting of shareholders, which was filed with the SEC on March 31, 2023 and in subsequently filed Current Reports on Form 8-K and Quarterly Reports on Form 10-Q.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit

Number

  Description
     
99.1   Press Release
     
99.2   Investor Call Transcript
     
99.3   Customer Communications
     
99.4   Employee Letter
     
99.5   Trade Association Communications
     
99.6   Farmer Communications

 

 

 

99.7   Social Media Post
     
99.8   Infographic
     
99.9   Internal Portal Story
     
99.10   Investor Presentation
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    BUNGE LIMITED
     
       
Date: June 13, 2023   By: /s/ Lisa Ware-Alexander
      Lisa Ware-Alexander
      Secretary

 

 

 

 

Exhibit 99.1

 

 

Bunge and Viterra to Combine to Create a Premier Diversified Global Agribusiness Solutions Company

 

·Enhanced global network with ability to meet the demands of increasingly complex markets and better serve farmers and end-customers

 

·Highly complementary businesses with increased diversification across assets, supply chains, geographies and crops

 

·Strategically positioned to accelerate investments in sustainable solutions to the most pressing food challenges of the 21st century

 

·Compelling financial profile with strong investment grade balance sheet supports shareholder returns

 

ST. LOUIS, MO and ROTTERDAM, Netherlands – June 13, 2023 — Bunge Limited (NYSE: BG) (“Bunge”) today announced it has entered into a definitive agreement with Viterra Limited, a private company limited by shares incorporated under the laws of Jersey (“Viterra”), together with certain affiliates of Glencore PLC (LSE: GLEN) (“Glencore”), Canada Pension Plan Investment Board (“CPP Investments”) and British Columbia Investment Management Corporation (“BCI”), to merge with Viterra in a stock and cash transaction. The merger of Bunge and Viterra will create an innovative global agribusiness company well positioned to meet the demands of increasingly complex markets and better serve farmers and end-customers. With an enhanced global network, the combined company’s increased diversification across geographies, seasonal cycles and crops will increase optionality in managing risk and increase resiliency. Together, the highly complementary organizations will benefit from more diversified capabilities, greater operational flexibility across oilseed and grain supply chains and processing, greater resources and combined employee talent to innovate and deliver for customers in every environment, creating value for all stakeholders.

 

Under the terms of the agreement, which was unanimously approved by the Boards of Directors of Bunge and Viterra, Viterra shareholders would receive approximately 65.6 million shares of Bunge stock, with an aggregate value of approximately $6.2 billion,1 and approximately $2.0 billion in cash, representing a consideration mix of approximately 75% Bunge stock and 25% cash. As part of the transaction, Bunge will assume $9.8 billion of Viterra debt, which is associated with approximately $9.0 billion of highly-liquid Readily Marketable Inventories.

 

In addition, Bunge plans to repurchase $2.0 billion of Bunge’s stock (the “Repurchase Plan”) to enhance accretion to adjusted EPS. Bunge intends to commence repurchases as soon as practically possible, subject to market conditions and SEC rules on trading restrictions, and expects to complete the Repurchase Plan no later than 18 months post transaction close. Viterra shareholders would own 30% of the combined company on a fully diluted basis upon the close of the transaction, and approximately 33% after completion of the Repurchase Plan.2

 

 

1 Based on the closing price of Bunge’s stock on June 12, 2023 of $93.79.

2 Assumes Viterra shareholders do not participate in the Repurchase Plan.

 

  

 

 

Greg Heckman, Bunge’s Chief Executive Officer said, “The combination of Bunge and Viterra significantly accelerates Bunge’s strategy, building on our fundamental purpose to connect farmers to consumers to deliver essential food, feed and fuel to the world. Our highly complementary asset footprints will create a network that connects the world’s largest production regions to areas of fastest growing consumption, enhancing the geographical balance and adaptability of our global value chains and benefitting farmers and end-customers. With a diversified global mix of earnings across processing, handling and merchandising, and value-added products, we will increase the resiliency of our cash flow generation. We have great respect for the team at Viterra, which shares our commitment to excellence, and believe this combination will offer great opportunities for employees of both companies. Together, we will be positioned to increase our operational efficiency while innovating to address the pressing needs of food security, efficiency for end-customers, market access for farmers, and sustainable food, feed and renewable fuel production.”

 

David Mattiske, Viterra’s Chief Executive Officer said, “Viterra and Bunge are two leading agriculture businesses. In combining our highly complementary origination, processing and distribution networks, we are better positioned to meet the increasing demand for the food, feed and fuel products we offer. Together, we will play a leading role in the future of the agriculture industry, developing fully traceable, sustainable supply chains and moving towards carbon-neutral operations, while creating a strong growth platform for our combined business. This further enables us to offer innovative solutions and open additional pathways for our customers. We will create value for stakeholders across our network, as we build on our shared purpose to connect producers and consumers around the world. We look forward to joining with the Bunge team as we enter this next chapter, creating new opportunities for our people. The combined talent and experience of our workforce will allow us to offer a truly world-leading service across everything we do.”

 

Strategic and Financial Benefits of the Combination

 

Global, Pure-Play Agribusiness Solutions Company: With Bunge and Viterra’s highly complementary asset footprints, the combined company will be strongly positioned to connect the world’s largest production regions to areas with the fastest growing consumption.

 

·The combination augments Bunge’s existing footprint with significant grain and softseed handling capacity, while expanding origination capabilities in key regions and crops where Bunge is underrepresented. The combined company will be diversified across the key export origins, as well as major crush destinations.

 

·Increased direct origination reach will transform the combined company’s ability to promote sustainable practices in global food supply, including origination transparency, low carbon product streams, full end-to-end traceability across major crops and origins, and the acceleration of regenerative agriculture to reduce greenhouse gas emissions.

 

Enhanced Ability to Meet the Demands of Increasingly Complex Markets: Better balance of value chains across geographies, access to more key origination markets and a diversified agriculture network covering all major crops will enhance the combined company’s ability to provide solutions for end-customers in any environment.

 

  

 

 

·Combining Bunge and Viterra’s highly complementary global value chains and origination capabilities will offer farmers greater market access and differentiated, value-added solutions in all key origins. Food, feed & fuel customers will benefit from a broader product portfolio and expanded global supply options.

 

·Together, Bunge and Viterra will have greater capacity to invest in global initiatives that enhance and connect value chains with increased optionality to provide solutions to farmers and end-customers.

 

·Enhanced network benefits will foster efficiencies, connectivity and capabilities across value chains while the combined company’s shared commitment to excellence will foster a “best practice sharing” mindset, with greater capacity to invest in teams and technology, such as training and development, advancement of low CI products and other sustainable solutions and digitalization of activities.

 

Proven Management Teams with Track Records of Value Creation: The combined organization brings together two world-class management teams and is well-positioned to create meaningful value for all shareholders with its highly compelling financial profile.

 

·The combination is expected to generate approximately $250 million of annual gross pre-tax operational synergies within three years of completion. Additionally, the combination is expected to benefit from significant incremental network synergies across joint commercial excellence opportunities, vertical integration efficiencies, and improved logistics optimization and trading optionality from a larger and broader network. The combined company expects to see relatively more stable cash flows from the larger, more diversified footprint. The improvement in the business risk and credit profile of the combined company is expected to drive capital structure efficiencies and cost of capital benefits. The transaction, coupled with the associated $2.0 billion share buyback, is expected to be accretive to Bunge’s Adjusted EPS in the first full year post closing and continue to improve with the realization of synergies.

 

·The ratings of the combined company at transaction closing are expected to remain strong investment grade, with a pro-forma 2022 adjusted leverage ratio of 1.6x, after factoring in the $2.0 billion share buybacks. The combined company anticipates being able to execute its growth and shareholder plans going forward, while maintaining its current ratings. The transaction is fully funded with a financing commitment of $7.0 billion provided by Sumitomo Mitsui Banking Corporation.

 

Governance and Leadership

 

Following the close of the transaction, the combined company will be led by Greg Heckman, Bunge’s Chief Executive Officer, and John Neppl, Bunge’s Chief Financial Officer. Viterra Chief Executive Officer David Mattiske will join the Bunge Executive Leadership Team in the role of Co-Chief Operating Officer. The combined company will operate as Bunge, NYSE: BG with operational headquarters in St. Louis, Missouri. Viterra’s current headquarters in Rotterdam will be an important commercial location in the future of the combined company.

 

The Bunge Board of Directors is expected to be comprised of eight Bunge nominated representatives and four representatives nominated by Viterra shareholders after the completion of the transaction.

 

  

 

 

Glencore and CPP Investments will each enter into a shareholder agreement with Bunge at the closing of the transaction (the “Shareholder Agreements”) and each will initially be able to nominate two Bunge board members. Pursuant to the Shareholder Agreements, Glencore and CPP Investments have agreed, among other things, to certain standstill provisions until their ownership falls below a threshold percentage and to a 12-month lock-up period on sales of Bunge shares.

 

Timing and Approvals

 

The merger is expected to close in mid-2024, subject to satisfaction of customary closing conditions, including receipt of regulatory approvals and approval by Bunge shareholders.

 

Advisors

 

BofA Securities is acting as financial advisor and Latham & Watkins LLP is acting as legal counsel to Bunge.

 

Conference Call and Webcast Details

 

Bunge will host an investor conference call to discuss the announcement today, June 13, 2023, beginning at 8:00am ET. The call will be broadcast live and archived on the investor relations section of Bunge’s website at https://investors.bunge.com/. A replay will be available after the conclusion of the call.

 

About Bunge

 

At Bunge (NYSE: BG), our purpose is to connect farmers to consumers to deliver essential food, feed and fuel to the world. With more than two centuries of experience, global scale and deeply rooted relationships, we work to put quality food on the table, increase sustainability where we operate, strengthen global food security, and help communities prosper. As a leading company in oilseed processing and a leading producer and supplier of specialty plant-based oils and fats, we value our partnerships with farmers to improve the productivity and environmental efficiency of agriculture across our value chains and to bring quality products from where they’re grown to where they’re consumed. At the same time, we collaborate with our customers to create and reimagine the future of food, developing tailored and innovative solutions to meet evolving dietary needs and trends in every part of the world. Our Company is headquartered in St. Louis, Missouri, and we have almost 23,000 dedicated employees working across approximately 300 facilities located in more than 40 countries.

 

About Viterra

 

At Viterra, we believe in the power of connection. Our world-leading agriculture network connects producers to consumers with sustainable, traceable and quality-controlled agricultural products. With more than 17,500 talented employees operating in 37 countries, our strategic network of agricultural storage, processing and transport assets enable us to offer innovative solutions and open pathways for our customers, creating successful partnerships that last. Together, we are stronger, and achieve more.

 

  

 

 

Cautionary Statement Regarding Forward-Looking Statements

 

This communication contains certain forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995, including those relating to the products and services described herein and to business performance in fiscal 2023 and beyond, including our projections for revenue, organic growth, bookings growth, and adjusted EBITDA, our expectations regarding the size of our addressable market, and our plans for growth and improvement in profitability and cash flow. You can identify these statements by the use of the words “may,” “will,” “could,” “should,” “would,” “plans,” “expects,” “anticipates,” “continue,” “estimate,” “project,” “intend,” “likely,” “forecast,” “probable,” “potential,” and similar expressions. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. Such risks and uncertainties include, but are not limited to, (1) the inability to consummate the transaction within the anticipated time period, or at all, due to any reason, including the failure to obtain shareholder approval to issue common shares, par value $0.01 per share, of Bunge, in connection with Bunge’s proposed acquisition of all of the issued and outstanding ordinary shares, par value $0.01 per share of Viterra (the “Acquisition”) pursuant to the Business Combination Agreement, the failure to obtain required regulatory approvals or the failure to satisfy the other conditions to the consummation of the Acquisition; (2) the risk that the Business Combination Agreement, dated as of June 13, 2023 (the “Business Combination Agreement”), by and among Viterra, Bunge and the sellers listed therein may be terminated in circumstances requiring Bunge to pay a termination fee; (3) the risk that the Acquisition disrupts Bunge’s current business and financing plans and operations or diverts management’s attention from its ongoing business; (4) the effect of the announcement of the Acquisition on Bunge’s ability to retain and hire key personnel and maintain relationships with its customers, suppliers and others with whom it does business; (5) the effect of the announcement of the Acquisition on Bunge’s operating results and business generally; (6) the amount of costs, fees and expenses related to the Acquisition; (7) the risk that Bunge’s stock price may decline significantly if the Acquisition is not consummated; (8) the nature, cost and outcome of any litigation and other legal proceedings, including any such proceedings related to the Acquisition and instituted against Bunge and others; (9) among other factors that could affect Bunge’s business such as, without limitations, the effects of weather conditions and the impact of crop and animal disease on Bunge’s business, the impact of global and regional economic, agricultural, financial and commodities market, political, social and health conditions, changes in government policies and laws affecting Bunge’s business, including agricultural and trade policies, financial markets regulation and environmental, tax and biofuels regulation, the impact of industry conditions, including fluctuations in supply, demand and prices for agricultural commodities and other raw materials and products that Bunge sells and uses in its business, fluctuations in energy and freight costs and competitive developments in its industries, and operational risks, including industrial accidents, natural disasters, pandemics or epidemics and cybersecurity incidents; and (10) other risks to consummation of the proposed Acquisition, including the risk that the proposed Acquisition will not be consummated within the expected time period or at all.

 

These risks and uncertainties also include such additional risk factors as are discussed in Bunge’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and its subsequent filings and quarterly reports. Bunge cautions readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Bunge undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made.

 

  

 

 

Additional Information About the Acquisition and Where to Find It

 

This communication is being made in respect of the proposed transaction involving Bunge, Viterra, and sellers listed therein. A meeting of the shareholders of Bunge will be announced as promptly as practicable to seek shareholder approval in connection with the proposed transaction. Bunge expects to file with the SEC a proxy statement and other relevant documents in connection with the proposed transaction. The definitive proxy statement will be sent or given to the shareholders of Bunge and will contain important information about the proposed transaction and related matters. INVESTORS AND SHAREHOLDERS OF BUNGE ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BUNGE AND THE PROPOSED TRANSACTION. Investors may obtain a free copy of these materials (when they are available) and other documents filed by Bunge with the SEC at the SEC’s website at www.sec.gov.

 

Participants in the Solicitation

 

Bunge and certain of its directors, executive officers and other members of management and employees may be deemed to be participants in soliciting proxies from its shareholders in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of Bunge’s shareholders in connection with the proposed transaction will be set forth in Bunge’s definitive proxy statement for its shareholder meeting at which the proposed transaction will be submitted for approval by Bunge’s shareholders. You may also find additional information about Bunge’s directors and executive officers in Bunge’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on February 24, 2023, Bunge’s Definitive Proxy Statement for its 2023 annual meeting of shareholders, which was filed with the SEC on March 31, 2023 and in subsequently filed Current Reports on Form 8-K and Quarterly Reports on Form 10-Q.

 

Contacts

 

Bunge

 

Investor Contact:

Ruth Ann Wisener

Bunge Limited

636-292-3014

Ruthann.wisener@bunge.com

 

Media Contact:

Bunge News Bureau

Bunge Limited

914-272-0297

news@bunge.com

 

Viterra

 

Investor Contact:

investor.relations@viterra.com

 

Media Contact:

jeff.cockwill@viterra.com

 

  

 

 

Exhibit 99.2

 

1

 

Bunge Limited

 

 

 

Bunge Limited Investor Call

 

 

 

Tuesday, June 13, 2023 - 8 a.m.

 

 

 

CORPORATE PARTICIPANTS

 

Greg Heckman - Chief Executive Officer

 

John Neppl - Chief Financial Officer

 

Ruth Ann Wisener - Vice President of Investor Relations

 

Bunge Limited

Tuesday, June 13, 2023 - 8 a.m.

   2

 

PRESENTATION

 

Operator

 

Good morning, and welcome to the Bunge Limited Investor Call. All participants will be in listen-only mode. Should you need assistance, please signal a conference specialist by pressing the * followed by 0. After today’s presentation, there will be an opportunity to ask questions. Please note, this event is being recorded. I would now like to turn the conference over to Ruth Ann Wisener. Please go ahead.

 

Ruth Ann Wisener

 

Good morning. And thank you, everyone, for joining us. Before we get started, I want to inform those of you who may not have seen it in the press release this morning, that we have prepared a slide presentation to accompany today’s discussion. It can be found in the investor section of our website under events and presentations.

 

I’d like to direct you to slide 2 and remind you that today’s presentation includes forward-looking statements that reflect Bunge’s current views, with respect to future events, financial performance, and industry conditions. These forward-looking statements are subject to various risks and uncertainties. Bunge has provided additional information in its reports on file with the SEC concerning factors that could cause actual results to differ materially from those contained in this presentation and we encourage you to review these factors. Please review the cautionary statement and additional information legends on slide 2.

 

Participating in the call today are Greg Heckman, Bunge’s Chief Executive Officer, and John Neppl, Bunge’s Chief Financial Officer. On this morning’s call, Greg and John will walk you through the details and rationale for the transaction before opening up the call for Q&A.

 

I will now turn the call over to Greg.

 

Greg Heckman

 

Good morning and thank you for joining us today. As you saw in the press release we issued earlier this morning, we’re very pleased to announce that we’ve signed a definitive agreement to combine Viterra with Bunge to create a premier, agri-business solutions company, built to address some of the most pressing needs of the 21st century, across food, feed, and fuel. Three points sum up how we think about this combination and why believe our two companies are such a great fit from both a strategic and financial standpoint.

 

First, we’re bringing together two highly complementary businesses. It’s simply just a great, great strategic fit and it gets us where we wanted to go faster, better, and with less risk. The combination diversifies Bunge’s existing footprint with Viterra’s grain handling and logistics network. At the same time, it expands Bunge’s origination capabilities in key regions and across a range of crops where we’re currently underrepresented, while connecting Viterra’s grain handling operations, the value-added capabilities, and additional down-stream markets.

 

Second, it enhances our ability to meet the demands of increasingly complex markets. Over the past few years, we’ve seen how important a globally balanced footprint can be, especially in times of supply chain disruption. With greater diversification across assets, geographies, and crops, we’re creating a platform with enhanced efficiencies, connectivity, and capabilities across value chains. This also provides more optionality that will allow us to better serve the needs of farmers and end customers, regardless of the market environment.

 

Bunge Limited

Tuesday, June 13, 2023 - 8 a.m.

   3

 

Importantly, with increased direct farmer origination, we’ll be able to expand Bunge’s industry leading work to support sustainable and transparent value chains and expand it much more broadly and rapidly. This includes promoting sustainable practices in global food production, such as origination transparency, low-carbon product streams, full end-to-end traceability across major crops, and the acceleration of regenerative agriculture to reduce GHG emissions.

 

And third, the combination brings together two world class management teams, with track records of value creation, supported by the industry’s top tier talent across each business. Our leadership teams have deep industry expertise across commercial and industrial operations and M&A integration. Following the closing, there will be laser focused on executing to capture the significant upside from the compelling financial profile of the combined company, including achieving the significant operational and network synergies we’ve identified.

 

We know each other well and respect the skills and assets across our platforms, so we’ll hit the ground running once the transaction closes and I’m confident we’ll take full advantage of merging these two great companies. We expect the transaction to be accretive to year one earnings and continue to improve, with the realization of synergies. Now I want to be clear -- while there will always be cost savings when you bring two companies like these together, the opportunity in this transaction is not based on reducing head count.

 

The fact is access to talent in our industry is at a premium and one of the big drivers of value with this combination is what we can do with these two talented teams running this diversified business. In short, we believe the combination will have a greater ability to generate significant cash through the cycle, which will support both growth and returns to shareholders. Turning to the next slide, you’ll find a brief overview of the transaction terms and structure. Viterra is primarily owned by three shareholders -- Glencore, CPP Investments, and BCI.

 

As part of the merger agreement, the shareholders will receive approximately $6.2 billion in Bunge stock and $2 billion in cash. Bunge will assume $9.8 billion of Viterra in debt, which is important to note is associated with $9 billion of highly liquid, readily marketable inventory. The three Viterra shareholders will become significant owners of Bunge, holding approximately an aggregate 30% of the combined company. This is a testament to their strong belief in the incredible value creation opportunities ahead of us.

 

In fact, because they are so support of what we can do this platform, all three wanted a significant part of their consideration in stock, which is reflected in the terms of the agreement. In addition, we’ve authorized a $2 billion share repurchase to enhance the deal’s accretion, and John will cover this in more detail. I’ll continue as CEO of the combined organization and John will continue in his role as CFO. We’re also pleased to announce that David Mattiske will join the Bunge executive leadership team in the role of Co-Chief Operating Officer.

 

The initial board will be comprised of eight representatives from Bunge and four representatives nominated by Viterra shareholders. With that, Iet’s do a quick refresh on both companies and dig a little deeper and why we think this is such a great, strategic fit. Looking at slide 7, as you know, Bunge is a global leader in oil seeds processing and refining, with a strong presence in the U.S., Brazil, and Europe. While we have an industry leading, direct origination presence in South America, we have a modest presence in other key regions.

 

Bunge Limited

Tuesday, June 13, 2023 - 8 a.m.

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Our differentiated operating model leverages full value chains with commercial alignment across regions, and we generate robust cash flow through this cycle, which in turn, supports a strong balance and shareholder returns. We’re an industry leader in sustainability, with strong commitments to safety and the communities in which we operate. Turning to the next slide, our global platform of crush, refining, and port assets enables us to connect farms to end customers, delivering essential food, feed, and fuel, as well as value added services and specialty oils, fats, and proteins.

 

Moving on to slide 9, for those unfamiliar with Viterra, the company is a leading agricultural supply chain company. It has an extensive footprint of infrastructure and logistic assets, and major crop origins in the U.S., Canada, Australia, Europe, and Argentina. Viterra is also a leading seaborn merchant that has successfully developed extensive, direct origination capabilities with farmers in many key origins, as well as a strong presence in key demand markets, supplying over 125 countries with agricultural products.

 

While smaller in soft seeds than Bunge, it does have an attractive, soft-seed crush assets in Europe and Canada, and is a leader in soy crush in Argentina. And similar to Bunge, Viterra has robust earnings and cash generation profile. On slide 10, you can see the evolution of Viterra. Over the past four decades, it evolved from a regional grain trading company, to more recently building its global agricultural network, largely through value enhancing expansions, including the addition of Gavilon in 2022.

 

Slide 11 provides a high-level overview of Viterra’s facilities and capabilities, which as you can see, highlights the company’s grain handling and merchandising strength. It also contrasts well with Bunge’s assets, again, highlighting the complimentary nature of our two businesses. Turning to slide 12 -- as I noted earlier, the combination accelerates our existing growth strategy and does so while diversifying our business in three, critical ways -- across geographies, origination and crush, and crops -- all of which ultimately enhances our ability to deliver food, feed, and fuel solutions to farmers and consumers.

 

Now let’s look at slide 13. In short, bringing our assets together creates a complete, global footprint to process and supply oil seeds and grains. We’re creating a company with enhanced crush capabilities with a fully integrated, global origination presence; deeper and broader connectivity, with additional offerings for farmers and consumers; and enhanced, network benefits for customers, from greater diversity, connectivity, efficiency, and insights across value chains.

 

Looking at slide 14 -- I want to take a moment to highlight what I mean by complimentary by focusing on a few regions. In Canada, Viterra’s origination and export capabilities will support the combined crush capabilities. In the U.S., Viterra’s broad origination and logistics footprint will supply Bunge’s crush and export capabilities. While Bunge has some origination activity at our crush and milling facilities, our presence outside of these locations is relatively small and insufficient to fully supply our ports and destination crush assets.

 

This transaction changes that and positions us to further expand, with increased solutions for farmers. In South America, the transaction will allow us to integrate both companies crush and origination footprints. Our relative strength in Bazil and Viterra’s in Argentina, and importantly, will expand our leading work to ensure transparent and deforestation free supply chains. Let’s dig in a bit deeper into the benefits of the diversification, and on slide 15, you can see it by the numbers.

 

Bunge’s more heavily weighted to processing and downstream, which includes our value-added services, from crush to specialty fats and oils, and milled products. And looking at Viterra, while it has a processing business, it’s focus is in merchandising and handling. Combining the businesses creates a company with a more balanced business and opportunity for growth. Turning to slide 16 -- it’s operational balance and flexibility, with a balanced global footprint and stronger direct origination across key origination markets will have greater have greater optionality in managing seasonal cycles, weather, and other risks.

 

Bunge Limited

Tuesday, June 13, 2023 - 8 a.m.

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Increasing our ability provides solutions for end customers in any environment, and importantly, direct origination means we’re closer to the farmer, which will accelerate our ability to provide solutions to help them improve yields and manage risk and advance sustainability efforts, including developing low carbon product streams and traceability. Slide 17 highlights a similar point, from the perspective of diversification across crops. Together, we’ll augment our oil seed strength with greater depth in wheat, corn, barley, and rapeseed in major origin markets.

 

And the broader range of crop gives us similar benefits related to sustainability and our relationships with farmers and end customers. Turning to slide 18 -- one of the things that gets us really excited about this transaction is what it sets us up to do. Over the past several years, we’ve seen the impact of significant pain points in today’s agri-food value chain, including food security and resilience, market access, and the increasing demand for sustainable food production. We’ve already been innovating to develop solutions to address these challenges, but the combination of being closer to farmers and the additional resources that this combination brings will allow us to increase our investments.

 

We expect to build more flexibility into our value chains, develop more scalable risk management tools, enhance our digital and data platforms, and continue developing our lower CI products and solutions. This, in turn, will benefit our stakeholders. Now, on slide 19 -- reporting lower carbon initiatives and sustainable agriculture is critical to modern farming. It’s both the right thing to do and it allows us to better provide the lower carbon intensity products our food, feed, and fuel customers want.

 

We believe this combination will position us to be the preferred partner farmers and end customers to accelerate our carbon solutions. Bunge has an over 20-year track record of leadership in sustainability in our sector. We were the first among our peers to establish a non-deforestation commitment, we implemented SBTI validated targets, covering all three scopes, and have recently embarked on the next stage of our journey by creating a climate transition plan. In addition, we’ve been expanding our work to encompass not just regenerative agriculture, where we have initiatives underway in the Americas and Europe, but the development of novel seeds and cover crops that produce new revenue opportunities for farmers, with a sustainable crop rotation.

 

This is not only win for farmers, but also for end customers and us. We also continue to develop and process plant-based fuel feed stocks to increase volumes of low-carbon solutions, beyond just soy and canola. This combination accelerates these efforts, including growing and strengthening our connectivity with farmers, because collaboration with them is essential to make meaningful reductions in GHG emissions. Looking at slide 20 -- again, we strongly believe this transaction will deliver value for all our stakeholders.

 

I’ve already spoken about the benefit to farmers and consumers. For employees, I want to reiterate, this is a combination of two, highly talented teams who share a commitment to excel at each of their organizations and who will benefit from greater career opportunities, with enhanced global reach and resources. On a broader scale, our communities will benefit from the combination, from the scale-up of sustainable agriculture, expansion of transparency and traceability and supply chains, and expansion of our programs that demonstrate our shared commitment to human rights.

 

Bunge Limited

Tuesday, June 13, 2023 - 8 a.m.

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Turning to slide 21 -- we believe this transaction will also deliver significant value for shareholders. I’ll let John walk you through these in more detail, but at a high level, we anticipate achieving run-rate, operational synergies in the third year after completion. And we have a clear line of sight into additional network synergies. We expect the combination to be accretive in the first full year following the close of the transaction.

 

And strong cash flow production will enable the new company to invest in future growth and deliver attractive returns to shareholders over the long term. The share repurchase authorization, when completed, will enhance accretion to adjusted EPS of the combined company. I will turn the call over to John, who will discuss the terms and financial benefits of the combination in more detail.

 

John Neppl

 

Thanks, Greg. And good morning, everyone. Please go to slide 22. Greg has already touched on a number of these points, but I’d like to highlight a few additional items. Immediately following the close of the transaction, Bunge shareholders are expected to retain approximately 70% ownership, while Viterra shareholders, Glencore, CPP Investments, and BCI will retain minority interest. Viterra shareholders have agreed to a lock-up period and advanced sale agreements and will not participate in the $2 billion share buy-back plan authorized by the Bunge board.

 

We intend to commence repurchases as soon as we are able to be back in the market, pending trading restrictions and market conditions. Upon completion of that authorization, which we expect to be no later than 18 months, post-transaction close, the Viterra shareholders are expected to collectively own approximately 33% of the combined company. The company’s global, operational headquarters will be located in Saint Lous, Missouri. And Viterra’s current headquarters in Rotterdam will be an important commercial location in the future of the combined company.

 

We are targeting a close in mid-2024, subject to a Bunge shareholder vote and receipt of regulatory approvals and other customary closing conditions. Finally, following the close of the transaction, we will maintain our dividend per share, with the intention of growing it, over time. And we remain committed to maintaining a strong investment grade balance sheet to support liquidity needs and growth of the combined company.

 

On slide 23, we have included an overview of the synergy opportunities. We expect to achieve approximately $250 million in operational runway synergies within three years of completion. As Greg noted, because of the complementary nature of these businesses, we do not expect significant savings from headcount reduction. While we do expect to realize synergies from streamlining some redundant corporate costs, the operational synergies will largely stem from optimizing asset utilization, logistics and investments across the combined platform, as well as procurement savings.

 

In addition to these operational synergies, we believe this combination will allow us to realize significant, incremental upside from the network synergies you can see on the slide, which we expect to achieve, over time. While we believe in our ability to achieve these network benefits, we have not included them in our accretion calculation. On slide 24, you can see the pro forma cash flow of the combined company over the past three years. For the year-end 2022, pro forma, annualized discretionary cash flow, including the tax-affected run rate of operational synergies, would have been $3.2 billion.

 

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Tuesday, June 13, 2023 - 8 a.m.

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With the enhanced diversification across geographies, crops, and businesses that Greg covered, we believe the combined company will be able to deliver strong earning and cash flow that is both enhanced and more stable than from either company, on a stand-alone basis. At close, we expect our pro forma, adjusted net debt to EBITDA to approximately 1.6 times, which reflects the share repurchase and transaction cash consideration. Consistent with how the rating agencies calculate our leverage, net debt to EBITDA has been adjusted for RMI due to its cash-like nature.

 

As a reminder, RMI is highly liquid. While at any point in time, we need a certain level of RMI to feed our global crush operations, RMI is core to our merchandising operations, where we originate, store, and distribute commodities in excess of our direct, immediate needs. We use RMI as a tool to capture to margin opportunities we see in our grain origination handling business.For Viterra’s business, which is more heavily weighted toward merchandising, the RMI is balance is higher than Bunge’s. Our pro forma, RMI adjusted net debt reflects a blend of our two businesses.

 

For reference, you can see a reconciliation of net debt to adjusted net debt in the appendix. As summarized on slide 25, we expect to execute the $2 billion share repurchase program. This structure allows the Viterra shareholders to achieve their desired stock cash mix at close, while enhancing our per-share, pro forma earnings for our entire shareholder base. As Greg mentioned earlier, we want to be in the market as soon as possible, and we expect that a portion of these repurchases will be executive prior to close, with the remainder to be completed within 18 months of close.

 

Turning to slide 26 -- we’ve included a pro forma summary of why we believe this is such a financially compelling combination. With a diversified global business mix we’ve discussed, the combined company will increase the resilience of its earnings. We will continue to target a strong, investment-grade credit rating that will allow us to continue to invest back into the business and return capital to shareholders. Now, I’ll turn things back over to Greg.

 

Greg Heckman

 

Thanks, John. Before we take your questions, let me end by just reiterating my excitement about this fantastic combination and the future of these two great organizations. Together, we’ll be even better positioned to deliver value for all stakeholders, across food, feed, and fuel markets, while driving sustainability progress. We look forward to innovating and evolving together with our colleagues at Viterra. Thank you, again, for joining us today. And now, we’d be happy to take your questions.

 

QUESTION AND ANSWER

 

Operator

 

We will now begin the question-and-answer session. To ask a question, you may press * then 1 on your touch tone phone. If you are using a speaker phone, please pick up your handset before pressing the keys. To withdraw your question, please press * then 2. At this time, we will pause momentarily to assemble our roster.

 

The first question comes from Thomas Palmer from J.P. Morgan. Please go ahead.

 

Thomas Palmer

 

Hi, good morning, and congrats on getting this to the finish line. You’ve laid out, for 2026, your earnings outlook of $11 or potentially even $12 per share. The cash outlay here is, obviously, bigger than the $3.3 billion you laid out in your earnings framework. And I guess, given this higher spend, should we expect the transaction to be additive to this 2026 outlook?

 

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Tuesday, June 13, 2023 - 8 a.m.

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I realize you may not be prepared today to quantify it. But will just clarify that piece of it? And then, secondarily, to what extent, if any, this changes, maybe the prior to capital allocation plans especially when it comes to the CapEx projects?

 

Greg Heckman

 

Yep, Tom, the underlying model that we built in our game plan, around CapEx and the smaller M&A, all of that remains intact and we believe that, with this acquisition, we’ll be able to continue on that journey with our prior plans, as well. We always knew that we had this core CapEx and smaller M&A pipeline that would get us to the $12 by 2026. This transaction, we believe, is additive to that. And we will be able to execute on both.

 

Thomas Palmer

 

Okay. Thanks for that. And then, just maybe a question on kind of how you arrived at the valuation, how you guys are thinking about the multiple and what not?

 

Greg Heckman

 

Yeah, we focused this transaction on a relative contribution basis, so we looked at underlying, net income of the two businesses’ cash flow, DCF models. We looked at a lot of different things, but ultimately, it was really about relative contribution and relative value of the two businesses. So, it was not one particular metric, but a number of metrics we look at, and ultimately arrived at the value.

 

Thomas Palmer

 

Okay. Thank you.

 

Operator

 

Our next question comes from Ben Bienvenu from Stephens. Please go ahead.

 

Ben Bienvenu

 

Hey, good morning. And I’ll my congratulations, as well. I want to ask around the commentary you provided around both operational synergies and network synergies. Obviously, Greg, John, when you guys arrived at Bunge, you really transformed the earnings power of the business. You know a significant portion of these assets that you’re seeking to merge with quite well.

 

And, Greg, I think you used the term, you have good line of sight into network synergies beyond the operational synergies that you laid out. Can you talk about what gives you the confidence into that line of sight, and maybe help us think about kind of time line to achieve some of those things, as we think about future accretion?

 

Greg Heckman

 

Yeah, I’d say we’re very confident for a number of reasons, Ben. I mean, one of course, everyone has seen, as a public company, what journey we’ve been on. But I think if you’ve watched the journey that David Mattiske and his team has been on, it’s been very similar. They have been transforming their business and having a lot of success in what’s been a very difficult environment, on the external forces that were outside of all our controls.

 

And I think that success they’ve had is much like ours, is that we’re providing value for customers at both ends of the value chain. So, the alignment around the philosophy and the focus on continuous improvement and how these teams execute makes me really confident in our ability to deliver the 250, yeah. We haven’t got started yet. We’ve barely been able to work together. So, we are confident in that.

 

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I trust these teams and I’m excited to get a chance to see them work together. And then, on the optionality and the commercial side of it, look, that we haven’t had any chance to work on. But we’ve seen -- our global footprint has allowed us, here at Bunge, to do the things that we have throughout the cycles and the challenges and opportunities we’ve seen in the last four years. Viterra’s done some of the same.

 

The complementary nature of these asset footprints, when you put them together, continue to build that network. And I think that’s what makes us really confident about what we’ll be able to do, from a performance standpoint, to drive sustainability, to help our customers at both ends of the value chain be successful. And the thing we’re most excited about is the people. This is an industry where people make a huge difference. And today, both companies have -- their growth has not been limited by their access to working capital or their access to risk capital or their access to fixed capital.

 

Both companies have been restricted in their growth because of the human capital. And what’s excited is the talent that we are bringing together and the growth that we will be able to drive for the -- with that and the success to help support our customer. And I think that’s one of the most exciting things about this, and that’s why it’s not a big cost play. The excitement is turning loose our people when we can get a chance to work together.

 

Ben Bienvenu

 

Okay. Great. My second question is just about the timing of the transaction. Obviously, we’re in a period of elevated earnings and you’re combining two cyclical businesses. I think it makes sense, certainly, to scale through cycle to create long-term, shareholder value.

 

But as you think about combining these two businesses, with where we are in the cycle, kind of in the context of our bigger picture views, how you think about rationalizing this sort of transaction versus just buying back your stock, which obviously, you announced a big buy-back today, as well, which is, I think, speaks to the financial strength of Bunge today. But maybe, why now and why this versus just buying back your stock?

 

Greg Heckman

 

Well, why now is because it’s the right time. We’ve earned the right to do this, in our execution and what we’ve done to strengthen the balance sheet. These deals are hard to do. And so when the -- when things -- and the stars line up and I think it was the right time for both companies, the capabilities that this builds, because of the complimentary nature of the footprints and the skill sets gives us additional capabilities for whatever challenges that we see coming forward, and the optionality in the combined larger platform, again, allows us to serve those needs of customers on both ends of the value chain.

 

And that, ultimately, leads, we believe, to higher highs, on our earnings, and higher lows, or mids, at mid-cycle. So, it creates more capabilities, whatever the cycle or the environment. So, we think it’s a plus-plus.

 

John Neppl

 

And I would just add to that, Ben, that a big reason why we really focused on the structure of this transaction, as a relative contribution, is it takes into account seasonality for both companies. And we really looked at -- it’s a little bit less important about where you are in the cycle, when you look at the relative earnings value of the two companies. And that’s how we arrive, ultimately, at the value.

 

Bunge Limited

Tuesday, June 13, 2023 - 8 a.m.

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Ben Bienvenu

 

Okay. That’s great. Thanks so much and congrats.

 

Operator

 

The next question comes from Ben Theurer from Barclays. Please go ahead.

 

Ben Theurer

 

Yeah, good morning, and also congrats from my side. Just one, very quick one, following along the lines with, like buy-back and so-on. You said that once you’ve done the $2 billion buy-back, that’s going to be EPS accretive on the deal.

 

So, is this without the buy-back, as well, EPS accretive? Or is it EPS neutral? So how should we think about it, as a very first, technical one?

 

Greg Heckman

 

Yeah, I would -- I think, early, it’s going to be neutral to modestly accretive, with, say, a part of the buy-back. At the end of it, it will be accretive, even without the buy-back. But that just improves the accretion for the existing shareholders.

 

Ben Theurer

 

Oaky. Perfect. And then, the second one is really more like the strategic things. So, Greg, when you came in, together with John, a few years ago, one of the things you’ve identified was really the silo mentality and the many-level Bunges within one Bunge and that took you a couple of years to really streamline and optimize the whole network to be aligned across the different regions.

 

So, obviously, with that, you’re going to add a massive, incremental footprint, from a geographic point of view. Can you share some initial thoughts as to what you need to do to align the new businesses with the existing one, in a similar way, as to what you’ve done over the last three years? Thank you.

 

Greg Heckman

 

Yeah, I think it -- we always say, it’s a lot of common sense in markets work. It’s transparency and it’s collaboration. And that’s really where we started the journey here four years ago, at Bunge. Viterra has performed very well, because they’ve built their global network the same way. They’re leveraging all of their origins and destinations and capabilities with customers on both ends of the value chain.

 

So, philosophically, we’re very aligned. And so, when we have a chance to get these teams together and work together in a transparent and collaborative fashion, just like we did when we started the reset of Bunge four years ago, I’m really excited about kind of turning these teams loose.

 

Ben Theurer

 

Very good. Thank you.

 

Operator

 

Our next question comes Manav Gupta from UBS. Please go ahead.

 

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Tuesday, June 13, 2023 - 8 a.m.

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Manav Gupta

 

Hi. I only have one question. Moving back to slide 15 -- I know you talked a little bit about it. But can we get some views, more views on why moving from this current model for Bunge to a combined model is better? And then, also, why is it good for Viterra? Why should they be excited about the fact that they are -- the combined business will be more stable because you would want them to become your long-term shareholders. So, if you can just talk a little more about slide 15, here, thank you.

 

Greg Heckman

 

Yeah, I would say, first of all, I mean, we get three great shareholders that really know this industry. And I think the fact that they’re voting on this combination, in an industry that they know well and a company they know well, by wanting to have equity in the company and be our partners, going forward. The diversification that we get from these businesses really helps offset all of the challenges that we’ve seen -- right? -- whether in -- you look at the last few years, whether it’s trade war, ASF, pandemic, war, inflation, the regional droughts -- we’ve kind of seen everything thrown at it.

 

And we’ve seen, by more diversification, you have, regionally, in the different crops, in the different origins to get crops from where they’re growth to the places where they’re needed. And let’s not forget, population continues to grow. There’s going to need to continue to be investment in the infrastructure to lower the cost between the producers and the end consumers, for the long term.

 

There’s going to need to continue to be investment in the sustainability, in the data management, in bringing digital to ag and food, to lower costs and create these end-to-end, transparent supply chains. And both companies were working on that. And now, we’re able to take those best practices and work together and use the strong cash flow from this business to investment in the industry. Because we are focused on this space. This is where we make all of our capital decisions.

 

Manav Gupta

 

Thank you, so much for the detailed response.

 

Operator

 

Our next question comes from Adam Samuelson from Goldman Sachs. Please go ahead.

 

Adam Samuelson

 

Yes, thank you. Good morning, everyone. So, I guess, the first question -- maybe coming back to the synergies and kind of the strength of the combined organization -- John is there a -- your Bunge credit rating is a notch above Viterra’s. Have you assumed that the combined company, kind of, would be able to retain just Bunge’s rating?

 

Is there a much bigger, kind of more diversified business? Is there scope for the rating to inch up even higher and kind of along those lines have you kind of incorporated or factored into any cost of capital savings that might come from a cheaper interest rate on, certainly at least the Viterra, kind of financing?

 

John Neppl

 

Sure. As you can imagine, we had meetings with the rating agencies ahead of announcement of this transaction. And Fitch and S&P have both released their view this morning. And both are -- have indicated ratings upgrades at close of the transaction. Moody’s is yet to come out, but we’ve got similar feedback from them. All of them were very positive regarding the combination of the two companies. We haven’t really factored in lower cost of money in our forward look, but certainly that, we think will be an opportunity, as we move forward.

 

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Tuesday, June 13, 2023 - 8 a.m.

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Adam Samuelson

 

Okay. That’s helpful. And then, along the lines on network optimization in both the accounted for synergies and kind of the unaccounted for synergies -- can you speak to maybe some of the areas of overlap, from a network perspective, by region, whether that’s ports or logistics, or crush assets, where maybe the redundancies might be more significant? And I guess the corollary to that would be kind of, is there any planned divestitures that you anticipate to get this across the finish line with the regulators?

 

Greg Heckman

 

Yeah, one of the things that we really like about this combination is it’s very complementary. And I think if you look at what is needed, long-term, whether it’s at origin or destination, with the continuing growing volumes, globally, there’s going to need to be investments made in all these markets, over time.

 

So now, we like how the -- we like how it fits together. And we look forward to working with the regulators and helping them understand the footprint and why believe it’s important.

 

Adam Samuelson

 

Okay. That’s all very helpful. I’ll pass it on. Thank you.

 

Operator

 

The next question comes from Steven Haynes from Morgan Stanley. Please go ahead.

 

Steven Haynes

 

Hi, everyone. Thanks for taking my questions. Just want to, maybe, follow-up on the regulatory front, from the last question, as well. Do you think this deal would require any approval from Chinese regulators? And would also just want to gauge your level of confidence, in terms of the overall timing of being able to achieve all required approvals? Thank you.

 

Greg Heckman

 

Yeah, we’ll have to file in a number of jurisdictions because of the footprint of both companies, no doubt. And while there’s a lot of things I’ll predict, I’ll never predict regulatory timelines on that. I don’t have that skillset. But look, we’ll engage in a transparent fashion and hope to work through it very quickly, so that we can get to work together in solving a lot of the problems that we see across these value chains and working with our customers. And so, we’ll see how it plays out.

 

Operator

 

Our next question comes from Sam Margolin from Wolfe Research. Please go ahead.

 

Sam Margolin

 

Hi. Good morning, everybody. So, you highlighted the mix differences between the two companies, with Viterra little more oriented to grains, or much more oriented to grains. Prior to that, Bunge’s growth CapEx was substantially all towards oil seeds. And so, I’m wondering if there is anything in the environment that’s changed that’s prompted a little bit more of a need for diversification, or of being diversified more in grains, actually, is necessary for the oil seeds investments, too. Thanks.

 

Bunge Limited

Tuesday, June 13, 2023 - 8 a.m.

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Greg Heckman

 

I think that what we’ve continued to see in the last three years, with the focus, whether it’s feed, food, or fuel customers, everyone wanting lower carbon intensity products, needing to get a more transparent and traceable supply chains, all the way back to the farmer, needing to drive that change, whether it’s regenerative ag or the practices at the farm gate, and to be able the farmer the market access and to create that value.

 

That touch with the farmer is more and more important, even if you look at some of the things we’ve announced around developing cover crop and some of the other novel crops to help not only continue to serve all of our food customers, which continue to be the majority of our volume is food and feed, but we have the growing fuel customers. And we can serve all of those industries. But as you bring a new cover crop out or a new winter canola, you’ve go to work with the farmers, to then get that out on the acreage and get that put out.

 

So that touch around the origination and that touch with the farmers, and then of course, having the distribution, is a key part of driving the change and really making a difference around sustainability, at scale. And if you’re going to make a difference -- right? -- we got to make change at scale.

 

Sam Margolin

 

That’s super helpful. Okay. and then, just on the balance sheet -- a quick one. Both companies are operating with RMI -- excess RMI or an RMI that can be excluded in your leverage calculation. When you look at that ratio that you put in the table, can you work RMI down to that level, or are you -- is it -- and free up cash? Or is there always kind of an impulse to operate with that surplus RMI? Thanks.

 

Greg Heckman

 

Yeah, I mean, RMI is really the lifeblood of both businesses. We look at it as sort of -- it’s like the blood that flows through the veins in a way. It’s ultimately what allows us to capture market opportunity. For us, it’s obviously core to feeding our processing business and also taking advantage of the global footprint that we have. The same thing for Viterra, maybe even more so. RMI is a critical part of how they generate earnings. And the key for us, and has been for them, as well, is to make sure we’re getting a return on that investment.

 

And -- but of course, it’s very convertible and readily convertible to cash at any point in time, given the liquidity and the liquid nature of it. I’ll excha -- for the most part, it’s exchange traded commodities. So, it’s something that will, obviously, seasonally, go up and down, cyclically, will go up and down, driven heavily by prices. But it is an important component on both of our business models.

 

Sam Margolin

 

Got it. Thank you very much.

 

Greg Heckman

 

Yeah, I think that is the one thing that’s different in this industry, different than in a normal, industrial business. And John and I have run a lot of both, is that is that this is, if you think about it, it’s like electricity. We use the working capital to make money.

 

And if you look, historically, generally, the times of higher working capital are times of higher earnings. So, it is an important part of running a business. You want to do it efficiently and get the right returns, but that’s part of the financial discipline that we operate with, across the platform.

 

Bunge Limited

Tuesday, June 13, 2023 - 8 a.m.

   14

 

Sam Margolin

 

Got it. Thank you.

 

Operator

 

The next question comes from Andrew Strelzik from BMO. Please go ahead.

 

Andrew Strelzik

 

Hey, good morning. Thanks for taking the questions. First one from me, kind of two parts on the financials. The first -- how should we think about the synergy cadence over those three years? And then, on the slides where you talk about the Viterra adjusted EBITDA $2.1 billion, how should we think about that, going forward? Is that the right kind of run rate, as a starting point?

 

John Neppl

 

Yeah, I think from a synergy standpoint, we’re being relatively conservative about the flow. We think we’ll have all of it captured within three years. But probably about, let’s say a third of it, year one, and a little bit more, maybe 40% of it in year two. So, you’re talking a little over 70% roughly, but -- in the first two years, with the balance of it in year three. That’s how we’re cadencing out, at least how we look at it today. And, obviously we’ll continue to look at that and we’ll look for additional opportunities on top of that. In terms of the earnings capability of Viterra and how we think about that, we’re really excited about their historical performance and their performance, going forward. We’ve taken, I think, a conservative approach at forecasting the future. I won’t get into the details, but I think they’ve demonstrated the ability to generate earnings in that neighborhood.

 

Andrew Strelzik

 

Okay, great. That’s helpful. And then, you called out in the prepared remarks, and in the slides, the advantage, or the ability to kind of have scalable risk management tools -- can you elaborate a little bit on that and kind of how that plays into your thinking, or how, at least, you expect that to impact the business or what role that plays?

 

Greg Heckman

 

Yeah, it’s just a -- it’s a deep part of our culture in both organizations. It’s driven deep and wide in everything we do -- right? -- whether it’s managing the risk around the inventories or the working capital, or the quality, the earnings at risk in the assets -- right? -- getting those hedged out. And then, any of the market risk. When our customers at either end of the value chain want to come to market and help them be profitable.

 

So -- and it’s as well as, even the risk and how we analyze our capital investments and putting those long-lived assets in the ground. So, it’s just a big part of this business. It’s been a big part of our success over the last four years. And we’ll continue to maintain that discipline and leverage, kind of the best of both, because Viterra is very good at this, as well.

 

So be excited to work together to continue to enhance. And we’ve got a culture of continuous improvement across everything. No matter how good we think we think we do, we keep trying to figure how to do it better.

 

Andrew Strelzik

 

Okay. That’s helpful. And if I could maybe just squeeze one more quick one in here? How should we think about the combined -- the CapEx of the combined business, moving forward, and kind of how you think about the ability to accelerate or how much you can accelerate the growth profile of the combined business, close the deal? Thanks.

 

Bunge Limited

Tuesday, June 13, 2023 - 8 a.m.

   15

 

Greg Heckman

 

Yeah, as I mentioned earlier, for us, our growth pipeline of projects that we talked about, a year ago, or so, that’s still intact, and that game plan is still in place. Viterra, a little bit more modest, in terms of their CapEx growth plans and what they had laid out. But both of us will continue to do those projects that we think are going to be important and beneficial and accretive for our shareholders.

 

Given the cash flow generation, the strength of that, and the fact that we -- stock was a portion of this, it’s kind of allowed both of us to continue to make those future investments that are going to be accretive and help us grow the business.

 

Andrew Strelzik

 

Greg. And congratulations. I’ll pass it on.

 

Operator

 

There are no more questions in the queue. This concludes our question-and-answer session. I would like to turn the conference back over to Greg Heckman for any closing remarks.

 

CONCLUSION

 

Greg Heckman

 

Well, thank you all for joining today. And I just would like to reiterate, we’re really excited about bringing these two great companies together and these two great teams together. And we can’t wait to get at the opportunity of this combined platform and being to help it reach its full potential. So, thanks for your interest in Bunge and have a great day.

 

Operator

 

The conference is now concluded. Thank you for attending today’s presentation. You may now disconnect.

 

Bunge Limited

Tuesday, June 13, 2023 - 8 a.m.

 

 

Additional Information About the Acquisition and Where to Find It

 

This communication is being made in respect of the proposed transaction involving Bunge Limited, an exempted company limited by shares incorporated under the laws of Bermuda (“Bunge”), Viterra Limited, a private company limited by shares incorporated under the laws of Jersey (“Viterra”) and the sellers listed therein. A meeting of the shareholders of Bunge will be announced as promptly as practicable to seek shareholder approval in connection with the proposed transaction. Bunge expects to file with the U.S. Securities and Exchange Commission (the “SEC”) a proxy statement and other relevant documents in connection with the proposed transaction. The definitive proxy statement will be sent or given to the shareholders of Bunge and will contain important information about the proposed transaction and related matters. INVESTORS AND SHAREHOLDERS OF BUNGE ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BUNGE AND THE PROPOSED TRANSACTION. Investors may obtain a free copy of these materials (when they are available) and other documents filed by Bunge with the SEC at the SEC’s website at www.sec.gov.

 

Participants in the Solicitation

 

Bunge and certain of its directors, executive officers and other members of management and employees may be deemed to be participants in soliciting proxies from its shareholders in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of Bunge’s shareholders in connection with the proposed transaction will be set forth in Bunge’s definitive proxy statement for its shareholder meeting at which the proposed transaction will be submitted for approval by Bunge’s shareholders. You may also find additional information about Bunge’s directors and executive officers in Bunge’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on February 24, 2023, Bunge’s Definitive Proxy Statement for its 2023 annual meeting of shareholders, which was filed with the SEC on March 31, 2023 and in subsequently filed Current Reports on Form 8-K and Quarterly Reports on Form 10-Q.

 

 

 

Cautionary Statement Regarding Forward-Looking Statements

 

This communication contains certain forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995, including those relating to the products and services described herein and to business performance in fiscal 2023 and beyond, including our projections for revenue, organic growth, bookings growth, and adjusted EBITDA, our expectations regarding the size of our addressable market, and our plans for growth and improvement in profitability and cash flow. You can identify these statements by the use of the words “may,” “will,” “could,” “should,” “would,” “plans,” “expects,” “anticipates,” “continue,” “estimate,” “project,” “intend,” “likely,” “forecast,” “probable,” “potential,” and similar expressions. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. Such risks and uncertainties include, but are not limited to, (1) the inability to consummate the transaction within the anticipated time period, or at all, due to any reason, including the failure to obtain shareholder approval to issue common shares, par value $0.01 per share, of Bunge, in connection with Bunge’s proposed acquisition of all of the issued and outstanding ordinary shares, par value $0.01 per share of Viterra (the “Acquisition”) pursuant to the Business Combination Agreement, the failure to obtain required regulatory approvals or the failure to satisfy the other conditions to the consummation of the Acquisition; (2) the risk that the Business Combination Agreement, dated as of June 13, 2023 (the “Business Combination Agreement”), by and among Viterra, Bunge and the sellers listed therein may be terminated in circumstances requiring Bunge to pay a termination fee; (3) the risk that the Acquisition disrupts Bunge’s current business and financing plans and operations or diverts management’s attention from its ongoing business; (4) the effect of the announcement of the Acquisition on Bunge’s ability to retain and hire key personnel and maintain relationships with its customers, suppliers and others with whom it does business; (5) the effect of the announcement of the Acquisition on Bunge’s operating results and business generally; (6) the amount of costs, fees and expenses related to the Acquisition; (7) the risk that Bunge’s stock price may decline significantly if the Acquisition is not consummated; (8) the nature, cost and outcome of any litigation and other legal proceedings, including any such proceedings related to the Acquisition and instituted against Bunge and others; (9) among other factors that could affect Bunge’s business such as, without limitations, the effects of weather conditions and the impact of crop and animal disease on Bunge’s business, the impact of global and regional economic, agricultural, financial and commodities market, political, social and health conditions, changes in government policies and laws affecting Bunge’s business, including agricultural and trade policies, financial markets regulation and environmental, tax and biofuels regulation, the impact of industry conditions, including fluctuations in supply, demand and prices for agricultural commodities and other raw materials and products that Bunge sells and uses in its business, fluctuations in energy and freight costs and competitive developments in its industries, and operational risks, including industrial accidents, natural disasters, pandemics or epidemics and cybersecurity incidents; and (10) other risks to consummation of the proposed Acquisition, including the risk that the proposed Acquisition will not be consummated within the expected time period or at all.

 

These risks and uncertainties also include such additional risk factors as are discussed in Bunge’s filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and its subsequent filings and quarterly reports. Bunge cautions readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Bunge undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made.

 

 

 

Exhibit 99.3

 

Project Bloom Customer Communications

 

Customer Note

 

TO: Bunge Customers

FROM: Bunge CEO

SUBJECT:Bunge and Viterra to Combine to Create a Premier Diversified Global Agribusiness Solutions Company

 

Dear [Valued Customer/Name of Customer],

 

I am reaching out to share some exciting news. Today, Bunge announced that it has entered into a definitive agreement to combine with Viterra Limited to create a premier agribusiness solutions company built to meet the demands of the 21st century.

 

Viterra is a leading agricultural supply chain company with an extensive footprint of infrastructure and logistics assets in key origination markets. Together, we expect that our complementary organizations will create value for our customers through more diversified capabilities across oilseed and grains supply chains and processing operations, with greater resources to innovate and a shared commitment to sustainability.

 

Following the close of the transaction, I will lead the combined company as CEO, which will continue to operate as Bunge. Bunge’s Chief Financial Officer, John Neppl, will continue to serve as CFO, and Viterra Chief Executive Officer David Mattiske will join the Bunge Executive Leadership Team in the role of Co-Chief Operating Officer. There will be no changes to our headquarters.

 

While we are excited about today’s news, it is still early in the process, and we will continue to operate as two independent companies until the transaction closes. It is business as usual at Bunge, and we remain committed to meeting your needs while providing the highest level of transparency, safety and reliability.

 

Importantly, today’s announcement in no way impacts our current relationship. Your primary contact at Bunge will stay the same, and there will be no changes to our agreements or contracts as a result of today’s news.

 

As always, thank you for your continued partnership. If you have any questions, please feel free to reach out to your Bunge representative.

 

Best,

 

Greg Heckman

Chief Executive Officer, Bunge

 

Additional Information About the Acquisition and Where to Find It

 

This communication is being made in respect of the proposed transaction involving Bunge Limited, an exempted company limited by shares incorporated under the laws of Bermuda (“Bunge”), Viterra Limited, a private company limited by shares incorporated under the laws of Jersey (“Viterra”) and the sellers listed therein. A meeting of the shareholders of Bunge will be announced as promptly as practicable to seek shareholder approval in connection with the proposed transaction. Bunge expects to file with the U.S. Securities and Exchange Commission (the “SEC”) a proxy statement and other relevant documents in connection with the proposed transaction. The definitive proxy statement will be sent or given to the shareholders of Bunge and will contain important information about the proposed transaction and related matters. INVESTORS AND SHAREHOLDERS OF BUNGE ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BUNGE AND THE PROPOSED TRANSACTION. Investors may obtain a free copy of these materials (when they are available) and other documents filed by Bunge with the SEC at the SEC’s website at www.sec.gov.

 

 

 

 

 

Participants in the Solicitation

 

Bunge and certain of its directors, executive officers and other members of management and employees may be deemed to be participants in soliciting proxies from its shareholders in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of Bunge’s shareholders in connection with the proposed transaction will be set forth in Bunge’s definitive proxy statement for its shareholder meeting at which the proposed transaction will be submitted for approval by Bunge’s shareholders. You may also find additional information about Bunge’s directors and executive officers in Bunge’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on February 24, 2023, Bunge’s Definitive Proxy Statement for its 2023 annual meeting of shareholders, which was filed with the SEC on March 31, 2023 and in subsequently filed Current Reports on Form 8-K and Quarterly Reports on Form 10-Q.

 

Cautionary Statement Regarding Forward-Looking Statements

 

This communication contains certain forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995, including those relating to the products and services described herein and to business performance in fiscal 2023 and beyond, including our projections for revenue, organic growth, bookings growth, and adjusted EBITDA, our expectations regarding the size of our addressable market, and our plans for growth and improvement in profitability and cash flow. You can identify these statements by the use of the words “may,” “will,” “could,” “should,” “would,” “plans,” “expects,” “anticipates,” “continue,” “estimate,” “project,” “intend,” “likely,” “forecast,” “probable,” “potential,” and similar expressions. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. Such risks and uncertainties include, but are not limited to, (1) the inability to consummate the transaction within the anticipated time period, or at all, due to any reason, including the failure to obtain shareholder approval to issue common shares, par value $0.01 per share, of Bunge, in connection with Bunge’s proposed acquisition of all of the issued and outstanding ordinary shares, par value $0.01 per share of Viterra (the “Acquisition”) pursuant to the Business Combination Agreement, the failure to obtain required regulatory approvals or the failure to satisfy the other conditions to the consummation of the Acquisition; (2) the risk that the Business Combination Agreement, dated as of June 13, 2023 (the “Business Combination Agreement”), by and among Viterra, Bunge and the sellers listed therein may be terminated in circumstances requiring Bunge to pay a termination fee; (3) the risk that the Acquisition disrupts Bunge’s current business and financing plans and operations or diverts management’s attention from its ongoing business; (4) the effect of the announcement of the Acquisition on Bunge’s ability to retain and hire key personnel and maintain relationships with its customers, suppliers and others with whom it does business; (5) the effect of the announcement of the Acquisition on Bunge’s operating results and business generally; (6) the amount of costs, fees and expenses related to the Acquisition; (7) the risk that Bunge’s stock price may decline significantly if the Acquisition is not consummated; (8) the nature, cost and outcome of any litigation and other legal proceedings, including any such proceedings related to the Acquisition and instituted against Bunge and others; (9) among other factors that could affect Bunge’s business such as, without limitations, the effects of weather conditions and the impact of crop and animal disease on Bunge’s business, the impact of global and regional economic, agricultural, financial and commodities market, political, social and health conditions, changes in government policies and laws affecting Bunge’s business, including agricultural and trade policies, financial markets regulation and environmental, tax and biofuels regulation, the impact of industry conditions, including fluctuations in supply, demand and prices for agricultural commodities and other raw materials and products that Bunge sells and uses in its business, fluctuations in energy and freight costs and competitive developments in its industries, and operational risks, including industrial accidents, natural disasters, pandemics or epidemics and cybersecurity incidents; and (10) other risks to consummation of the proposed Acquisition, including the risk that the proposed Acquisition will not be consummated within the expected time period or at all.

 

 

 

 

 

These risks and uncertainties also include such additional risk factors as are discussed in Bunge’s filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and its subsequent filings and quarterly reports. Bunge cautions readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Bunge undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made.

 

 

 

 

 

Customer Talking Points

 

Today, Bunge announced it has entered into a definitive agreement to merge with Viterra.

 

Viterra is a leading agricultural supply chain company with an extensive footprint of infrastructure and logistics assets in key origination markets.

 

Together, we expect that our highly complementary organizations will create value for our customers through more diversified capabilities across oilseed and grain supply chains and processing operations, with greater resources to innovate and a shared commitment to sustainability.

 

Over time, we expect our customers to benefit from increased efficiencies and greater access to higher value and sustainable products across a broader product portfolio.

 

Going forward, Greg will continue to serve as CEO, John will continue to serve as CFO and Viterra Chief Executive Officer David Mattiske will serve as Co-Chief Operating Officer. The company will operate as Bunge, and there will be no changes to our headquarters.

 

We are still early in this process. Until the transaction closes, we will continue to operate as two independent companies.

 

Importantly, today’s announcement in no way impacts our current relationship. [I / NAME] will remain your primary point of contact and will keep you apprised of any updates as we move toward the completion of the deal.

 

As always, Bunge remains committed to meeting your needs while providing you with the highest level of transparency, safety and reliability.

 

As we continue to grow and expand, I want to recognize that none of this could have been possible without your partnership. Thank you for your continued support.

 

If you have any questions, please feel free to reach out to [me /your Bunge representative].

 

 

 

 

 

Customer Call Script

 

Thanks for taking the time to speak today.

 

I wanted to reach out to you directly about our announcement [earlier today] that Bunge has signed an agreement to merge with Viterra.

 

We’re very excited about this news, and I wanted to take a few minutes to highlight some key points and answer any questions you may have.

 

Viterra is a leading agricultural supply chain company with an extensive footprint of infrastructure and logistics assets and extensive direct origination capabilities.

 

Together, we expect that our highly complementary organizations will create value for our customers through more diversified capabilities across oilseed and grain supply chains and processing operations, with greater resources to innovate and a shared commitment to sustainability.

 

Over time, we expect our customers to benefit from increased efficiencies and greater access to higher value and sustainable products across a broader product portfolio.

 

Going forward, Greg will continue to serve as CEO, John will continue to serve as CFO and Viterra Chief Executive Officer David Mattiske will serve as Co-Chief Operating Officer. The company will operate as Bunge, and there will be no changes to our headquarters.

 

While we’re excited about today’s announcement, we are still early in this process. Until the transaction closes which we anticipate occurring in mid-2024, it is business as usual at Bunge, and we will continue to operate as two independent companies.

 

I’d also like to highlight that today’s announcement in no way impacts our current relationship. [I / NAME] will remain your primary point of contact and will keep you apprised of any updates as we move toward the completion of the deal.

 

As always, Bunge remains committed to meeting your needs while providing you with the highest level of transparency, safety and reliability.

 

With that, I’m happy to answer any questions you may have.

 

 

 

 

 

Customer FAQ

 

1.What does this transaction mean for customers? Will this impact Bunge’s current products and services?

 

It’s business as usual, and we will continue to operate as two independent companies without any changes to our products or services.

 

In the event of changes, we will communicate with you well in advance.

 

Over time, we expect you to benefit from increased efficiencies and greater access to higher value and sustainable products across a broader product portfolio.

 

We look forward to providing more details about the combined company’s offering once the transaction closes.

 

2.How will this transaction impact existing customers?

 

Today’s announcement is just the first step in the process. The transaction requires shareholder approval, regulatory approval and other customary closing conditions, and we anticipate closing the transaction in mid-2024.

 

In the meantime, we remain separate companies and will continue to conduct business as usual. In the event of changes, we will communicate with you well in advance.

 

Over time, we expect you to benefit from a larger, more efficient organization delivering greater access to higher value and sustainable products across a broader product portfolio.

 

3.When should I expect to receive additional benefits?

 

As of right now, we remain separate companies and conduct business as usual. In the event of changes, we will communicate with you well in advance.

 

Over time, we expect you to benefit from a larger, more efficient organization delivering greater access to higher value and sustainable products across a broader product portfolio.

 

We look forward to providing more details about the combined company’s offering once the transaction closes.

 

4.Will there be any changes to customers’ existing contracts?

 

There will be no immediate changes to existing contracts.

 

We are still early in this process. At this stage, we remain separate companies and conduct business as usual. After completion we will continue to honor all contractual obligations.

 

If any change in your contract is intended, we will be sure to implement them in full compliance with our legal commitments and to communicate any changes to you well in advance.

 

5.Will the transaction impact pricing?

 

Existing contracted pricing remains in place. At this stage, we remain separate companies and conduct business as usual. After completion, we will continue to honor our pricing agreements.

 

If any change in your contract is intended, we will be sure to implement them in full compliance with our legal commitments and communicate any changes to you well in advance.

 

6.Will customers’ points of contact at Bunge change?

 

All points of contact will remain the same as we will still operate as two independent companies. In the event of changes, we will communicate with you well in advance.

 

 

 

 

 

7.What are the next steps in the process?

 

For now, it is business as usual at both Bunge and Viterra, and we continue to operate as separate companies.

 

Our teams will begin the process of developing comprehensive plans to integrate our two companies and deliver enhanced benefits for our customers.

 

In the event of changes, we will communicate with you well in advance.

 

As always, Bunge remains committed to meeting your needs while providing you with the highest level of transparency, safety and reliability.

 

8.Where can customers get more information? Who can answer questions I may have?

 

If you have any questions about today’s news, please do not hesitate to reach out to your regular Bunge representative.

 

9.Will there be any changes in my order processing?

 

At this time, nothing changes, and we will still operate as two independent companies. You will continue to submit separate orders for Viterra and Bunge products.

 

In the event of changes, we will communicate with you well in advance.

 

10.Who is in charge of the company / the commercial organization now?

 

At this time, nothing changes, and we will still operate as two independent companies.

 

In the event of changes, we will communicate with you well in advance.

 

11.Can we consolidate our orders with both companies onto one bill?

 

Initially there will not be the opportunity to consolidate orders.

 

In the event of changes, we will communicate with you well in advance.

 

 

 

 

 

Exhibit 99.4

 

Project Bloom Employee Communications Materials

 

CEO Note

 

Team,

 

Moments ago, we announced that Bunge has entered into a definitive agreement to join forces with Viterra, a leading agriculture supply chain company with an extensive footprint of infrastructure and logistics assets in key origination markets. This combination will create a premier agribusiness solutions company built to meet the demands of the 21st century.

 

Thanks to your commitment and focus, we have transformed Bunge over the last few years, driving operational performance, optimizing our portfolio and strengthening our financial discipline. Now we are ready to take the next step to significantly accelerate our growth strategy and enhance our ability to connect farmers to consumers to deliver essential food, feed and fuel to the world.

 

Viterra complements our existing asset footprint with its grain handling and softseed handling capacity, while expanding our origination capabilities in key regions and crops where Bunge is currently underrepresented. With an increased geographical balance of value chains, access to more key origination markets and a diversified agriculture network covering all major crops, we will have even more options to manage seasonal cycles, weather and other risks and be better able to provide solutions for farmers and consumers in any environment.

 

More important than great assets, we will be bringing together two organizations with some of the best talent in the industry who have a proven track record of making a difference for our customers to create an even stronger company. We’ll also be able to continue to strengthen our financial performance to support our investment in growth and innovation and enhance our resiliency.

 

Over the past four decades, Viterra has evolved from a regional grain trading company to a global, integrated agriculture network through targeted investments, including oilseed crushing, grains and ingredients assets. We have long respected the talented team at Viterra, and they share our commitment to excellence with a strong focus on serving customers at both ends of our value chains. Together, we’ll have greater capacity to build capabilities and accelerate growth while creating opportunities for employees at both Bunge and Viterra.

 

Following the close of the transaction, I will lead the combined company as CEO, and John Neppl will serve as CFO. Viterra CEO David Mattiske will join the Bunge Executive Leadership Team in the role of Co-Chief Operating Officer. The combined company will operate as Bunge, NYSE: BG with operational headquarters in St. Louis, Missouri. Leadership of both companies will drive the integration planning and will work in partnership and transparently to position the combined company for the future.

 

Today’s announcement is just the first step in this process. This transaction is expected to close in mid-2024, subject to customary closing conditions, including regulatory approvals and approval by Bunge shareholders. We continue to operate as two separate companies, and it is critical that we stay focused, to deliver on our commitments while continuing to run our business as we always have.

 

We will be hosting a Global Town Hall where you will learn more about this exciting combination at 8:30a.m. CT, available here: https://investors.bunge.com/.

 

In an industry where people make the biggest difference, we look forward to leveraging both organizations to build an even stronger company. Together, we’ll be even better positioned to deliver exceptional service for our customers across food, feed and fuel markets while driving sustainability progress. Thank you again for all your hard work, and we look forward to innovating and evolving together.

 

Sincerely,

 

Greg Heckman 

Chief Executive Officer, Bunge

 

 

 

 

Additional Information About the Acquisition and Where to Find It

 

This communication is being made in respect of the proposed transaction involving Bunge Limited, an exempted company limited by shares incorporated under the laws of Bermuda (“Bunge”), Viterra Limited, a private company limited by shares incorporated under the laws of Jersey (“Viterra”) and the sellers listed therein. A meeting of the shareholders of Bunge will be announced as promptly as practicable to seek shareholder approval in connection with the proposed transaction. Bunge expects to file with the U.S. Securities and Exchange Commission (the “SEC”) a proxy statement and other relevant documents in connection with the proposed transaction. The definitive proxy statement will be sent or given to the shareholders of Bunge and will contain important information about the proposed transaction and related matters. INVESTORS AND SHAREHOLDERS OF BUNGE ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BUNGE AND THE PROPOSED TRANSACTION. Investors may obtain a free copy of these materials (when they are available) and other documents filed by Bunge with the SEC at the SEC’s website at www.sec.gov.

 

Participants in the Solicitation

 

Bunge and certain of its directors, executive officers and other members of management and employees may be deemed to be participants in soliciting proxies from its shareholders in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of Bunge’s shareholders in connection with the proposed transaction will be set forth in Bunge’s definitive proxy statement for its shareholder meeting at which the proposed transaction will be submitted for approval by Bunge’s shareholders. You may also find additional information about Bunge’s directors and executive officers in Bunge’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on February 24, 2023, Bunge’s Definitive Proxy Statement for its 2023 annual meeting of shareholders, which was filed with the SEC on March 31, 2023 and in subsequently filed Current Reports on Form 8-K and Quarterly Reports on Form 10-Q.

 

 

 

 

Cautionary Statement Regarding Forward-Looking Statements

 

This communication contains certain forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995, including those relating to the products and services described herein and to business performance in fiscal 2023 and beyond, including our projections for revenue, organic growth, bookings growth, and adjusted EBITDA, our expectations regarding the size of our addressable market, and our plans for growth and improvement in profitability and cash flow. You can identify these statements by the use of the words “may,” “will,” “could,” “should,” “would,” “plans,” “expects,” “anticipates,” “continue,” “estimate,” “project,” “intend,” “likely,” “forecast,” “probable,” “potential,” and similar expressions. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. Such risks and uncertainties include, but are not limited to, (1) the inability to consummate the transaction within the anticipated time period, or at all, due to any reason, including the failure to obtain shareholder approval to issue common shares, par value $0.01 per share, of Bunge, in connection with Bunge’s proposed acquisition of all of the issued and outstanding ordinary shares, par value $0.01 per share of Viterra (the “Acquisition”) pursuant to the Business Combination Agreement, the failure to obtain required regulatory approvals or the failure to satisfy the other conditions to the consummation of the Acquisition; (2) the risk that the Business Combination Agreement, dated as of June 13, 2023 (the “Business Combination Agreement”), by and among Viterra, Bunge and the sellers listed therein may be terminated in circumstances requiring Bunge to pay a termination fee; (3) the risk that the Acquisition disrupts Bunge’s current business and financing plans and operations or diverts management’s attention from its ongoing business; (4) the effect of the announcement of the Acquisition on Bunge’s ability to retain and hire key personnel and maintain relationships with its customers, suppliers and others with whom it does business; (5) the effect of the announcement of the Acquisition on Bunge’s operating results and business generally; (6) the amount of costs, fees and expenses related to the Acquisition; (7) the risk that Bunge’s stock price may decline significantly if the Acquisition is not consummated; (8) the nature, cost and outcome of any litigation and other legal proceedings, including any such proceedings related to the Acquisition and instituted against Bunge and others; (9) among other factors that could affect Bunge’s business such as, without limitations, the effects of weather conditions and the impact of crop and animal disease on Bunge’s business, the impact of global and regional economic, agricultural, financial and commodities market, political, social and health conditions, changes in government policies and laws affecting Bunge’s business, including agricultural and trade policies, financial markets regulation and environmental, tax and biofuels regulation, the impact of industry conditions, including fluctuations in supply, demand and prices for agricultural commodities and other raw materials and products that Bunge sells and uses in its business, fluctuations in energy and freight costs and competitive developments in its industries, and operational risks, including industrial accidents, natural disasters, pandemics or epidemics and cybersecurity incidents; and (10) other risks to consummation of the proposed Acquisition, including the risk that the proposed Acquisition will not be consummated within the expected time period or at all.

 

These risks and uncertainties also include such additional risk factors as are discussed in Bunge’s filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and its subsequent filings and quarterly reports. Bunge cautions readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Bunge undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made.

 

 

 

 

Exhibit 99.5

 

Project Bloom Trade Association Communications

 

Trade Association Talking Points

 

·Today, Bunge announced it has entered into a definitive agreement to merge with Viterra.

 

·Viterra is a leading agricultural supply chain company with an extensive footprint of infrastructure and logistics assets in key origination markets.

 

·We expect that the combination of Bunge and Viterra will lead to increased optionality to serve farmers and customers, enable broader transparency of origination and promote regenerative agriculture.

 

·We are still early in this process. The transaction is subject to customary closing conditions and regulatory approvals, and we anticipate the regulatory approvals will be completed in mid-2024.

 

·Until the transaction closes, Bunge and Viterra remain separate companies. We will conduct business as usual – with full independence between the two companies as we have previously been operating.

 

·Importantly, today’s announcement in no way impacts our current relationship. [I / NAME] will remain your primary point of contact through the closing of the transaction and will keep you apprised of any updates as we move toward the completion of the deal.

 

·Should your point of contact change in the future, we will communicate that to you well before any changes are implemented.

 

·If you have any questions, please feel free to reach out to [me /your Bunge representative].

 

·Thank you for your continued support.

 

 

 

 

Trade Association FAQ

 

1.Will Bunge and Viterra operate as one entity?

·The transaction is subject to customary closing conditions and regulatory approvals. We anticipate the regulatory approvals will be completed in mid-2024.

·Until the transaction closes, Bunge and Viterra remain separate companies. We will conduct business as usual – with full independence between the two companies as we have previously been operating.

 

2.When will the transaction be finalized?

·The transaction is subject to customary closing conditions and regulatory approvals. We anticipate the regulatory approvals will be completed in mid-2024.

·Until the transaction closes, Bunge and Viterra remain separate companies. We will conduct business as usual – with full independence between the two companies as we have previously been operating.

 

3.Will my points of contact at Bunge and Viterra change?

·All points of contact will remain the same through the closing of the transaction, which we anticipate will be complete by mid-2024.

·If there is any change in your point of contact, we will be sure to communicate that to you well before implementing any changes.

 

4.What should I say if approached by the media for comment about the transaction?

·We expect that the combination of Bunge and Viterra will lead to increased optionality to serve farmers and customers, enable broader transparency of origination and promote regenerative agriculture.

·You can refer media to news@bunge.com or to your Bunge point of contact.

 

5.Where can I get more information about this news? Who can answer questions I may have?

·If you have any questions about today’s news, please do not hesitate to reach out to your regular Bunge contact.

 

Additional Information About the Acquisition and Where to Find It

 

This communication is being made in respect of the proposed transaction involving Bunge Limited, an exempted company limited by shares incorporated under the laws of Bermuda (“Bunge”), Viterra Limited, a private company limited by shares incorporated under the laws of Jersey (“Viterra”) and the sellers listed therein. A meeting of the shareholders of Bunge will be announced as promptly as practicable to seek shareholder approval in connection with the proposed transaction. Bunge expects to file with the U.S. Securities and Exchange Commission (the “SEC”) a proxy statement and other relevant documents in connection with the proposed transaction. The definitive proxy statement will be sent or given to the shareholders of Bunge and will contain important information about the proposed transaction and related matters. INVESTORS AND SHAREHOLDERS OF BUNGE ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BUNGE AND THE PROPOSED TRANSACTION. Investors may obtain a free copy of these materials (when they are available) and other documents filed by Bunge with the SEC at the SEC’s website at www.sec.gov.

 

 

 

 

Participants in the Solicitation

 

Bunge and certain of its directors, executive officers and other members of management and employees may be deemed to be participants in soliciting proxies from its shareholders in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of Bunge’s shareholders in connection with the proposed transaction will be set forth in Bunge’s definitive proxy statement for its shareholder meeting at which the proposed transaction will be submitted for approval by Bunge’s shareholders. You may also find additional information about Bunge’s directors and executive officers in Bunge’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on February 24, 2023, Bunge’s Definitive Proxy Statement for its 2023 annual meeting of shareholders, which was filed with the SEC on March 31, 2023 and in subsequently filed Current Reports on Form 8-K and Quarterly Reports on Form 10-Q.

 

Cautionary Statement Regarding Forward-Looking Statements

 

This communication contains certain forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995, including those relating to the products and services described herein and to business performance in fiscal 2023 and beyond, including our projections for revenue, organic growth, bookings growth, and adjusted EBITDA, our expectations regarding the size of our addressable market, and our plans for growth and improvement in profitability and cash flow. You can identify these statements by the use of the words “may,” “will,” “could,” “should,” “would,” “plans,” “expects,” “anticipates,” “continue,” “estimate,” “project,” “intend,” “likely,” “forecast,” “probable,” “potential,” and similar expressions. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. Such risks and uncertainties include, but are not limited to, (1) the inability to consummate the transaction within the anticipated time period, or at all, due to any reason, including the failure to obtain shareholder approval to issue common shares, par value $0.01 per share, of Bunge, in connection with Bunge’s proposed acquisition of all of the issued and outstanding ordinary shares, par value $0.01 per share of Viterra (the “Acquisition”) pursuant to the Business Combination Agreement, the failure to obtain required regulatory approvals or the failure to satisfy the other conditions to the consummation of the Acquisition; (2) the risk that the Business Combination Agreement, dated as of June 13, 2023 (the “Business Combination Agreement”), by and among Viterra, Bunge and the sellers listed therein may be terminated in circumstances requiring Bunge to pay a termination fee; (3) the risk that the Acquisition disrupts Bunge’s current business and financing plans and operations or diverts management’s attention from its ongoing business; (4) the effect of the announcement of the Acquisition on Bunge’s ability to retain and hire key personnel and maintain relationships with its customers, suppliers and others with whom it does business; (5) the effect of the announcement of the Acquisition on Bunge’s operating results and business generally; (6) the amount of costs, fees and expenses related to the Acquisition; (7) the risk that Bunge’s stock price may decline significantly if the Acquisition is not consummated; (8) the nature, cost and outcome of any litigation and other legal proceedings, including any such proceedings related to the Acquisition and instituted against Bunge and others; (9) among other factors that could affect Bunge’s business such as, without limitations, the effects of weather conditions and the impact of crop and animal disease on Bunge’s business, the impact of global and regional economic, agricultural, financial and commodities market, political, social and health conditions, changes in government policies and laws affecting Bunge’s business, including agricultural and trade policies, financial markets regulation and environmental, tax and biofuels regulation, the impact of industry conditions, including fluctuations in supply, demand and prices for agricultural commodities and other raw materials and products that Bunge sells and uses in its business, fluctuations in energy and freight costs and competitive developments in its industries, and operational risks, including industrial accidents, natural disasters, pandemics or epidemics and cybersecurity incidents; and (10) other risks to consummation of the proposed Acquisition, including the risk that the proposed Acquisition will not be consummated within the expected time period or at all.

 

These risks and uncertainties also include such additional risk factors as are discussed in Bunge’s filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and its subsequent filings and quarterly reports. Bunge cautions readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Bunge undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made.

 

 

 

Exhibit 99.6

 

Project Bloom Farmer Communications

 

Farmer Note

 

TO:   Bunge Farmers
FROM:   Bunge [Chief Executive Officer/Area Manager]
SUBJECT:   Bunge and Viterra to Combine to Create the Premier Diversified Global Agribusiness Solutions Company

 

Dear [Valued Customer / Name of Customer],

 

I am reaching out to share some exciting news. Today, Bunge and Viterra announced that we have entered into a definitive agreement to combine to create a premier agribusiness solutions company built to meet the demands of the 21st century.

 

We expect that bringing together our two complementary businesses – Bunge’s global oilseed processing and refining capabilities and Viterra’s extensive footprint of infrastructure and logistics assets in key origination markets – will enable us to offer our farmer customers greater market access and differentiated supply chains by connecting the world’s largest production regions to areas of fastest growing consumption. With greater resources, we will be able to further advance our efforts to develop and expand value-added solutions with new tools to help you advance yield and optimize returns while also implementing innovative and climate-friendly practices that provide you with the choice of participating in additional revenue streams.

 

While we are excited about today’s news, it is still early in the process, and we will continue to operate as two independent companies until the transaction closes. It is business as usual at Bunge, and we remain committed to meeting your needs while providing the highest level of transparency, safety and reliability.

 

Importantly, today’s announcement in no way impacts our current relationship. Your primary contact at Bunge stays the same, and there will be no changes to our agreements or contracts as a result of today’s news.

 

As always, thank you for your continued partnership. If you have any questions, please feel free to reach out to your Bunge representative.

 

Best,

 

NAME

[Chief Executive Officer/Area Manager], Bunge

 

 

 

 

Farmer Talking Points

 

·As you may have seen, Bunge announced it has entered into a definitive agreement to combine with Viterra.

 

·[In case you are unfamiliar with Viterra, the Company is a leading agricultural supply chain company with an extensive footprint of infrastructure and logistics assets in key origination markets.]

 

·This combination of the two complementary businesses is expected to create an innovative global agribusiness company that is better able to meet the demands of increasingly complex markets and ultimately better serve you as well as our end-customers.

 

·The combination of Bunge and Viterra is expected to enable us to reach more farmers directly and expand our infrastructure globally, delivering increased global demand to farmers by increasing market access, as well as differentiated supply chains and value-added solutions for farmers—connecting the world’s largest production regions to areas of fastest growing consumption.

 

·The new combination also puts us in an excellent position to develop and expand new tools for our farmer customers, giving you the ability to enhance yield and optimize returns while also implementing innovative and climate-friendly practices that provide you with the choice of participating in additional revenue streams.

 

·Going forward, Greg Heckman will continue to serve as CEO, John Neppl will continue to serve as CFO. Upon closing, Viterra Chief Executive Officer David Mattiske will serve as Co-Chief Operating Officer. The company will operate as Bunge, and there will be no changes to our operational headquarters.

 

·We are still early in the process. Until the transaction closes, it is business as usual, and you should not anticipate any changes to our existing relationship or your point of contact.

 

·After the deal closes, which is expected to occur in mid-2024, you will be updated on any specific changes, but just know that we expect it to change for the better. We plan on connecting broader reach and a more efficient supply chain to local grain facilities, and that means bringing more demand to the farmer’s fields.

 

·As always, Bunge remains committed to meeting your needs while providing you with the highest level of transparency, safety and reliability.

 

·As we continue to grow and expand, I want to recognize that none of this could have been possible without your partnership. Thank you for your continued support.

 

·If you have any questions, please feel free to reach out to [me /your Bunge representative].

 

 

 

 

Farmer Q&A

 

1. What does this transaction mean for farmers? What additional benefits will this transaction bring?

 

·The combination of the two complementary businesses will create an innovative global agribusiness company strategically positioned to meet the demands of increasingly complex markets and better serve farmers and end-customers.

 

·The combination of Bunge and Viterra enables us to reach more farmers directly and expand our infrastructure globally, deliver increased global demand to farmers by increasing market access as well as differentiated supply chains and value-added solutions for farmers—connecting the world’s largest production regions to areas of fastest growing consumption.

 

·The new reach and scale resulting from the combination puts us in an excellent position to develop and expand new tools for our farmer partners, giving you the ability to enhance yield and optimize returns while also implementing innovative and climate-friendly practices that provide you with the choice of participating in additional revenue streams.

 

2. Should I anticipate changes to our existing relationship? Will my point of contact change?

 

·No, until the transaction closes, it is business as usual, and you should not anticipate any changes to our existing relationship or your point of contact.

 

3. Will this transaction change how current Viterra farmer customers do business with their local grain facility?

 

·Until the transaction closes, Bunge will continue to pay farmers and vendors the same way they are paid today. After the deal closes, you will be updated as to how payment will be handled.

 

4. Will Bunge continue to keep all Viterra facilities open, or is there a plan to close grain facilities? If you close a Viterra grain facility, how do you expect to still serve the farmers in that area?

 

·As with other combinations, this proposed transaction is in the very early phases and any impact to facilities has not yet been determined.

 

5. Will this reduce my options to sell my crops?

 

·On the contrary, the combination of Bunge and Viterra will enable us to reach more farmers directly and expand our infrastructure globally, creating greater market access as well as differentiated supply chains and value-added solutions for farmers. This will connect the world’s largest production regions to areas of fastest growing consumption.

 

6. How do you respond to critics who say this kind of consolidation means less marketing opportunities and fewer buyers for U.S. farmers’ crops?

 

·On the contrary. The combination of Bunge and Viterra will enable us to reach more farmers directly and expand our infrastructure globally, creating greater market access as well as differentiated supply chains and value-added solutions for farmers—connecting the world’s largest production regions to areas of fastest growing consumption.

 

7. If I have a contract with Viterra, can I deliver to a Viterra location instead of Bunge now if it is more convenient?

 

·No. Until the transaction closes, Bunge’s locations remain separate from Viterra, so farmers should deliver according to their contracts.

 

 

 

 

Additional Information About the Acquisition and Where to Find It

 

This communication is being made in respect of the proposed transaction involving Bunge Limited, an exempted company limited by shares incorporated under the laws of Bermuda (“Bunge”), Viterra Limited, a private company limited by shares incorporated under the laws of Jersey (“Viterra”) and the sellers listed therein. A meeting of the shareholders of Bunge will be announced as promptly as practicable to seek shareholder approval in connection with the proposed transaction. Bunge expects to file with the U.S. Securities and Exchange Commission (the “SEC”) a proxy statement and other relevant documents in connection with the proposed transaction. The definitive proxy statement will be sent or given to the shareholders of Bunge and will contain important information about the proposed transaction and related matters. INVESTORS AND SHAREHOLDERS OF BUNGE ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BUNGE AND THE PROPOSED TRANSACTION. Investors may obtain a free copy of these materials (when they are available) and other documents filed by Bunge with the SEC at the SEC’s website at www.sec.gov.

 

Participants in the Solicitation

 

Bunge and certain of its directors, executive officers and other members of management and employees may be deemed to be participants in soliciting proxies from its shareholders in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of Bunge’s shareholders in connection with the proposed transaction will be set forth in Bunge’s definitive proxy statement for its shareholder meeting at which the proposed transaction will be submitted for approval by Bunge’s shareholders. You may also find additional information about Bunge’s directors and executive officers in Bunge’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on February 24, 2023, Bunge’s Definitive Proxy Statement for its 2023 annual meeting of shareholders, which was filed with the SEC on March 31, 2023 and in subsequently filed Current Reports on Form 8-K and Quarterly Reports on Form 10-Q.

 

 

 

 

Cautionary Statement Regarding Forward-Looking Statements

 

This communication contains certain forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995, including those relating to the products and services described herein and to business performance in fiscal 2023 and beyond, including our projections for revenue, organic growth, bookings growth, and adjusted EBITDA, our expectations regarding the size of our addressable market, and our plans for growth and improvement in profitability and cash flow. You can identify these statements by the use of the words “may,” “will,” “could,” “should,” “would,” “plans,” “expects,” “anticipates,” “continue,” “estimate,” “project,” “intend,” “likely,” “forecast,” “probable,” “potential,” and similar expressions. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. Such risks and uncertainties include, but are not limited to, (1) the inability to consummate the transaction within the anticipated time period, or at all, due to any reason, including the failure to obtain shareholder approval to issue common shares, par value $0.01 per share, of Bunge, in connection with Bunge’s proposed acquisition of all of the issued and outstanding ordinary shares, par value $0.01 per share of Viterra (the “Acquisition”) pursuant to the Business Combination Agreement, the failure to obtain required regulatory approvals or the failure to satisfy the other conditions to the consummation of the Acquisition; (2) the risk that the Business Combination Agreement, dated as of June 13, 2023 (the “Business Combination Agreement”), by and among Viterra, Bunge and the sellers listed therein may be terminated in circumstances requiring Bunge to pay a termination fee; (3) the risk that the Acquisition disrupts Bunge’s current business and financing plans and operations or diverts management’s attention from its ongoing business; (4) the effect of the announcement of the Acquisition on Bunge’s ability to retain and hire key personnel and maintain relationships with its customers, suppliers and others with whom it does business; (5) the effect of the announcement of the Acquisition on Bunge’s operating results and business generally; (6) the amount of costs, fees and expenses related to the Acquisition; (7) the risk that Bunge’s stock price may decline significantly if the Acquisition is not consummated; (8) the nature, cost and outcome of any litigation and other legal proceedings, including any such proceedings related to the Acquisition and instituted against Bunge and others; (9) among other factors that could affect Bunge’s business such as, without limitations, the effects of weather conditions and the impact of crop and animal disease on Bunge’s business, the impact of global and regional economic, agricultural, financial and commodities market, political, social and health conditions, changes in government policies and laws affecting Bunge’s business, including agricultural and trade policies, financial markets regulation and environmental, tax and biofuels regulation, the impact of industry conditions, including fluctuations in supply, demand and prices for agricultural commodities and other raw materials and products that Bunge sells and uses in its business, fluctuations in energy and freight costs and competitive developments in its industries, and operational risks, including industrial accidents, natural disasters, pandemics or epidemics and cybersecurity incidents; and (10) other risks to consummation of the proposed Acquisition, including the risk that the proposed Acquisition will not be consummated within the expected time period or at all.

 

These risks and uncertainties also include such additional risk factors as are discussed in Bunge’s filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and its subsequent filings and quarterly reports. Bunge cautions readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Bunge undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made.

 

 

 

 

Exhibit 99.7

 

 

 

 

 

 

Additional Information About the Acquisition and Where to Find It

 

This communication is being made in respect of the proposed transaction involving Bunge Limited, an exempted company limited by shares incorporated under the laws of Bermuda (“Bunge”), Viterra Limited, a private company limited by shares incorporated under the laws of Jersey (“Viterra”) and the sellers listed therein. A meeting of the shareholders of Bunge will be announced as promptly as practicable to seek shareholder approval in connection with the proposed transaction. Bunge expects to file with the U.S. Securities and Exchange Commission (the “SEC”) a proxy statement and other relevant documents in connection with the proposed transaction. The definitive proxy statement will be sent or given to the shareholders of Bunge and will contain important information about the proposed transaction and related matters. INVESTORS AND SHAREHOLDERS OF BUNGE ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BUNGE AND THE PROPOSED TRANSACTION. Investors may obtain a free copy of these materials (when they are available) and other documents filed by Bunge with the SEC at the SEC’s website at www.sec.gov.

 

Participants in the Solicitation

 

Bunge and certain of its directors, executive officers and other members of management and employees may be deemed to be participants in soliciting proxies from its shareholders in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of Bunge’s shareholders in connection with the proposed transaction will be set forth in Bunge’s definitive proxy statement for its shareholder meeting at which the proposed transaction will be submitted for approval by Bunge’s shareholders. You may also find additional information about Bunge’s directors and executive officers in Bunge’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on February 24, 2023, Bunge’s Definitive Proxy Statement for its 2023 annual meeting of shareholders, which was filed with the SEC on March 31, 2023 and in subsequently filed Current Reports on Form 8-K and Quarterly Reports on Form 10-Q.

 

Cautionary Statement Regarding Forward-Looking Statements

 

This communication contains certain forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995, including those relating to the products and services described herein and to business performance in fiscal 2023 and beyond, including our projections for revenue, organic growth, bookings growth, and adjusted EBITDA, our expectations regarding the size of our addressable market, and our plans for growth and improvement in profitability and cash flow. You can identify these statements by the use of the words “may,” “will,” “could,” “should,” “would,” “plans,” “expects,” “anticipates,” “continue,” “estimate,” “project,” “intend,” “likely,” “forecast,” “probable,” “potential,” and similar expressions. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. Such risks and uncertainties include, but are not limited to, (1) the inability to consummate the transaction within the anticipated time period, or at all, due to any reason, including the failure to obtain shareholder approval to issue common shares, par value $0.01 per share, of Bunge, in connection with Bunge’s proposed acquisition of all of the issued and outstanding ordinary shares, par value $0.01 per share of Viterra (the “Acquisition”) pursuant to the Business Combination Agreement, the failure to obtain required regulatory approvals or the failure to satisfy the other conditions to the consummation of the Acquisition; (2) the risk that the Business Combination Agreement, dated as of June 13, 2023 (the “Business Combination Agreement”), by and among Viterra, Bunge and the sellers listed therein may be terminated in circumstances requiring Bunge to pay a termination fee; (3) the risk that the Acquisition disrupts Bunge’s current business and financing plans and operations or diverts management’s attention from its ongoing business; (4) the effect of the announcement of the Acquisition on Bunge’s ability to retain and hire key personnel and maintain relationships with its customers, suppliers and others with whom it does business; (5) the effect of the announcement of the Acquisition on Bunge’s operating results and business generally; (6) the amount of costs, fees and expenses related to the Acquisition; (7) the risk that Bunge’s stock price may decline significantly if the Acquisition is not consummated; (8) the nature, cost and outcome of any litigation and other legal proceedings, including any such proceedings related to the Acquisition and instituted against Bunge and others; (9) among other factors that could affect Bunge’s business such as, without limitations, the effects of weather conditions and the impact of crop and animal disease on Bunge’s business, the impact of global and regional economic, agricultural, financial and commodities market, political, social and health conditions, changes in government policies and laws affecting Bunge’s business, including agricultural and trade policies, financial markets regulation and environmental, tax and biofuels regulation, the impact of industry conditions, including fluctuations in supply, demand and prices for agricultural commodities and other raw materials and products that Bunge sells and uses in its business, fluctuations in energy and freight costs and competitive developments in its industries, and operational risks, including industrial accidents, natural disasters, pandemics or epidemics and cybersecurity incidents; and (10) other risks to consummation of the proposed Acquisition, including the risk that the proposed Acquisition will not be consummated within the expected time period or at all.

 

 

 

 

These risks and uncertainties also include such additional risk factors as are discussed in Bunge’s filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and its subsequent filings and quarterly reports. Bunge cautions readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Bunge undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made.

 

 

Exhibit 99.8

GRAPHIC

Combination of highly complementary assets creates leading global footprint to process and supply oilseeds and grains Increased crush capabilities with fully integrated global origination presence Deeper connectivity with offerings for farmers and consumers Enhanced network benefits for customers from diversity, scale, efficiency and insights across value chains Strong direct farmer networks in the US, Canada, Australia, Europe and Argentina Attractive softseed crush assets in Europe, Canada and Argentina; a leader in soy crush in Argentina A leading, global oilseed processing and refining footprint with strong network in South America A global leader in plant-based oil, fat and protein Creating a premier agribusiness solutions company built for the 21st century Bunge and Viterra to Combine 125 Crushing and Refining Facilities 55 Port Terminals 350+ Storage Facilities 230+ MMT Commodities & Products Marketed Combined Assets 75MTT Crushing Capacity ~ Furthers Bunge’s Diversification Strategy Transaction Summary Initial Board to be comprised of eight Bunge representatives and four representatives nominated by Viterra shareholders Greg Heckman – CEO John Neppl – CFO David Mattiske – Co-COO Planned $2.0bn share repurchase commitment to enhance per share accretion Consideration to Viterra shareholders of approximately $6.2bn in stock and $2.0bn in cash Delivering Value for All Stakeholders Farmers More efficient supply chains and enhanced global market access, connecting farmers to consumers 12% Canada Pension Plan Investment Board 15% 70% 3% British Columbia Investment Management Corporation Employees Highly talented combined teams with complementary expertise and greater career opportunities Consumers More consistent supply and availability and greater access to higher value, more sustainable products Communities Transforms ability to implement sustainable practices in global food supply and enables greater transparency of origination Extends benefits of regenerative agriculture programs in North America, South America and Europe Enhances adoption of new sustainable crop rotation options that produce high-yield plant-based oil Increases volumes of low carbon oils and fats beyond soybean and canola Combination Accelerates Carbon Solutions to Achieve Climate Target Goals Crops Origination & Geography Crush Delivers Food, Feed and Fuel Solutions to Farmers & Consumers © 2023 Bunge Limited Forward Looking Statements For additional information, refer to the related presentation and press release which have been posted on the Bunge investor website at investors.bunge.com.

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Additional Information About the Acquisition and Where to Find It This communication is being made in respect of the proposed transaction involving Bunge Limited, an exempted company limited by shares incorporated under the laws of Bermuda (“Bunge”), Viterra Limited, a private company limited by shares incorporated under the laws of Jersey (“Viterra”) and the sellers listed therein. A meeting of the shareholders of Bunge will be announced as promptly as practicable to seek shareholder approval in connection with the proposed transaction. Bunge expects to file with the U.S. Securities and Exchange Commission (the “SEC”) a proxy statement and other relevant documents in connection with the proposed transaction. The definitive proxy statement will be sent or given to the shareholders of Bunge and will contain important information about the proposed transaction and related matters. INVESTORS AND SHAREHOLDERS OF BUNGE ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BUNGE AND THE PROPOSED TRANSACTION. Investors may obtain a free copy of these materials (when they are available) and other documents filed by Bunge with the SEC at the SEC’s website at www.sec.gov. Participants in the Solicitation Bunge and certain of its directors, executive officers and other members of management and employees may be deemed to be participants in soliciting proxies from its shareholders in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of Bunge’s shareholders in connection with the proposed transaction will be set forth in Bunge’s definitive proxy statement for its shareholder meeting at which the proposed transaction will be submitted for approval by Bunge’s shareholders. You may also find additional information about Bunge’s directors and executive officers in Bunge’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on February 24, 2023, Bunge’s Definitive Proxy Statement for its 2023 annual meeting of shareholders, which was filed with the SEC on March 31, 2023 and in subsequently filed Current Reports on Form 8-K and Quarterly Reports on Form 10-Q. Cautionary Statement Regarding Forward-Looking Statements This communication contains certain forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995, including those relating to the products and services described herein and to business performance in fiscal 2023 and beyond, including our projections for revenue, organic growth, bookings growth, and adjusted EBITDA, our expectations regarding the size of our addressable market, and our plans for growth and improvement in profitability and cash flow. You can identify these statements by the use of the words “may,” “will,” “could,” “should,” “would,” “plans,” “expects,” “anticipates,” “continue,” “estimate,” “project,” “intend,” “likely,” “forecast,” “probable,” “potential,” and similar expressions. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. Such risks and uncertainties include, but are not limited to, (1) the inability to consummate the transaction within the anticipated time period, or at all, due to any reason, including the failure to obtain shareholder approval to issue common shares, par value $0.01 per share, of Bunge, in connection with Bunge’s proposed acquisition of all of the issued and outstanding ordinary shares, par value $0.01 per share of Viterra (the “Acquisition”) pursuant to the Business Combination Agreement, the failure to obtain required regulatory approvals or the failure to satisfy the other conditions to the consummation of the Acquisition; (2) the risk that the Business Combination Agreement, dated as of June 13, 2023 (the “Business Combination Agreement”), by and among Viterra, Bunge and the sellers listed therein may be terminated in circumstances requiring Bunge to pay a termination fee; (3) the risk that the Acquisition disrupts Bunge’s current business and financing plans and operations or diverts management’s attention from its ongoing business; (4) the effect of the announcement of the Acquisition on Bunge’s ability to retain and hire key personnel and maintain relationships with its customers, suppliers and others with whom it does business; (5) the effect of the announcement of the Acquisition on Bunge’s operating results and business generally; (6) the amount of costs, fees and expenses related to the Acquisition; (7) the risk that Bunge’s stock price may decline significantly if the Acquisition is not consummated; (8) the nature, cost and outcome of any litigation and other legal proceedings, including any such proceedings related to the Acquisition and instituted against Bunge and

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others; (9) among other factors that could affect Bunge’s business such as, without limitations, the effects of weather conditions and the impact of crop and animal disease on Bunge’s business, the impact of global and regional economic, agricultural, financial and commodities market, political, social and health conditions, changes in government policies and laws affecting Bunge’s business, including agricultural and trade policies, financial markets regulation and environmental, tax and biofuels regulation, the impact of industry conditions, including fluctuations in supply, demand and prices for agricultural commodities and other raw materials and products that Bunge sells and uses in its business, fluctuations in energy and freight costs and competitive developments in its industries, and operational risks, including industrial accidents, natural disasters, pandemics or epidemics and cybersecurity incidents; and (10) other risks to consummation of the proposed Acquisition, including the risk that the proposed Acquisition will not be consummated within the expected time period or at all. These risks and uncertainties also include such additional risk factors as are discussed in Bunge’s filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and its subsequent filings and quarterly reports. Bunge cautions readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Bunge undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made.

Exhibit 99.9

 

BungeConnect (Internal Portal) Story

 

Bunge agrees to merge with Viterra

 

Combination will create a premier agribusiness solutions company built to meet the demands of the 21st century.

 

Today, Bunge announced that it has entered into a definitive agreement to combine with Viterra, a leading agriculture supply chain company with an extensive footprint of infrastructure and logistics assets in key origination markets.

 

Combining the two companies will create an innovative global agribusiness company well-positioned to meet the demands of increasingly complex markets and better serve farmers and end-customers.

 

“Bunge and Viterra are highly complementary businesses and putting our strengths together gets us where we each want to go faster, better and with less risk,” said Greg Heckman, Bunge CEO. “I am most excited about bringing these two talented teams together. As one company, we’ll have greater capacity to build capabilities and accelerate growth, and we are confident in the combined team’s ability to find new and innovative ways to deliver essential food, feed and fuel to the world.”

 

The combination diversifies Bunge’s existing footprint with Viterra’s grain handling and logistics network. At the same time, it expands Bunge’s origination capabilities in key regions and across a range of crops where we are currently underrepresented, while connecting Viterra’s grain handling operations to value-added capabilities and additional downstream markets.

 

“Over the past few years, we have seen how important a globally balanced footprint can be, especially in times of supply chain disruption. With greater diversification across assets, geographies and crops, we’re creating a platform with greater efficiencies, connectivity and capabilities across value chains. We’ll have more optionality that will allow us to better serve the needs of farmers and end-customers regardless of the market environment,” Heckman noted.

 

The transaction is subject to customary closing conditions including regulatory approval and approval by Bunge shareholders, which is expected to be completed in mid-2024.

 

Following the close of the transaction, the combined company will be led by Greg Heckman, Bunge’s Chief Executive Officer, and John Neppl, Bunge’s Chief Financial Officer. Viterra Chief Executive Officer David Mattiske will join the Bunge Executive Leadership Team in the role of Co-Chief Operating Officer. The combined company will operate as Bunge, NYSE: BG with operational headquarters in St. Louis, Missouri. Viterra’s current headquarters in Rotterdam will be an important commercial location in the future of the combined company.

 

Until the transaction closes, Bunge and Viterra remain separate companies. Employees should conduct business as usual – with full independence between the two companies.

 

“Together, Bunge and Viterra will be even better positioned to innovate to address the pressing needs of food security, efficiency for end-customers, market access for farmers and sustainable food, feed and renewable fuel production,” Heckman concluded.

 

 

 

 

Additional Information About the Acquisition and Where to Find It

 

This communication is being made in respect of the proposed transaction involving Bunge Limited, an exempted company limited by shares incorporated under the laws of Bermuda (“Bunge”), Viterra Limited, a private company limited by shares incorporated under the laws of Jersey (“Viterra”) and the sellers listed therein. A meeting of the shareholders of Bunge will be announced as promptly as practicable to seek shareholder approval in connection with the proposed transaction. Bunge expects to file with the U.S. Securities and Exchange Commission (the “SEC”) a proxy statement and other relevant documents in connection with the proposed transaction. The definitive proxy statement will be sent or given to the shareholders of Bunge and will contain important information about the proposed transaction and related matters. INVESTORS AND SHAREHOLDERS OF BUNGE ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BUNGE AND THE PROPOSED TRANSACTION. Investors may obtain a free copy of these materials (when they are available) and other documents filed by Bunge with the SEC at the SEC’s website at www.sec.gov.

 

Participants in the Solicitation

 

Bunge and certain of its directors, executive officers and other members of management and employees may be deemed to be participants in soliciting proxies from its shareholders in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of Bunge’s shareholders in connection with the proposed transaction will be set forth in Bunge’s definitive proxy statement for its shareholder meeting at which the proposed transaction will be submitted for approval by Bunge’s shareholders. You may also find additional information about Bunge’s directors and executive officers in Bunge’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on February 24, 2023, Bunge’s Definitive Proxy Statement for its 2023 annual meeting of shareholders, which was filed with the SEC on March 31, 2023 and in subsequently filed Current Reports on Form 8-K and Quarterly Reports on Form 10-Q.

 

Cautionary Statement Regarding Forward-Looking Statements

 

This communication contains certain forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995, including those relating to the products and services described herein and to business performance in fiscal 2023 and beyond, including our projections for revenue, organic growth, bookings growth, and adjusted EBITDA, our expectations regarding the size of our addressable market, and our plans for growth and improvement in profitability and cash flow. You can identify these statements by the use of the words “may,” “will,” “could,” “should,” “would,” “plans,” “expects,” “anticipates,” “continue,” “estimate,” “project,” “intend,” “likely,” “forecast,” “probable,” “potential,” and similar expressions. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. Such risks and uncertainties include, but are not limited to, (1) the inability to consummate the transaction within the anticipated time period, or at all, due to any reason, including the failure to obtain shareholder approval to issue common shares, par value $0.01 per share, of Bunge, in connection with Bunge’s proposed acquisition of all of the issued and outstanding ordinary shares, par value $0.01 per share of Viterra (the “Acquisition”) pursuant to the Business Combination Agreement, the failure to obtain required regulatory approvals or the failure to satisfy the other conditions to the consummation of the Acquisition; (2) the risk that the Business Combination Agreement, dated as of June 13, 2023 (the “Business Combination Agreement”), by and among Viterra, Bunge and the sellers listed therein may be terminated in circumstances requiring Bunge to pay a termination fee; (3) the risk that the Acquisition disrupts Bunge’s current business and financing plans and operations or diverts management’s attention from its ongoing business; (4) the effect of the announcement of the Acquisition on Bunge’s ability to retain and hire key personnel and maintain relationships with its customers, suppliers and others with whom it does business; (5) the effect of the announcement of the Acquisition on Bunge’s operating results and business generally; (6) the amount of costs, fees and expenses related to the Acquisition; (7) the risk that Bunge’s stock price may decline significantly if the Acquisition is not consummated; (8) the nature, cost and outcome of any litigation and other legal proceedings, including any such proceedings related to the Acquisition and instituted against Bunge and others; (9) among other factors that could affect Bunge’s business such as, without limitations, the effects of weather conditions and the impact of crop and animal disease on Bunge’s business, the impact of global and regional economic, agricultural, financial and commodities market, political, social and health conditions, changes in government policies and laws affecting Bunge’s business, including agricultural and trade policies, financial markets regulation and environmental, tax and biofuels regulation, the impact of industry conditions, including fluctuations in supply, demand and prices for agricultural commodities and other raw materials and products that Bunge sells and uses in its business, fluctuations in energy and freight costs and competitive developments in its industries, and operational risks, including industrial accidents, natural disasters, pandemics or epidemics and cybersecurity incidents; and (10) other risks to consummation of the proposed Acquisition, including the risk that the proposed Acquisition will not be consummated within the expected time period or at all.

 

 

 

 

These risks and uncertainties also include such additional risk factors as are discussed in Bunge’s filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and its subsequent filings and quarterly reports. Bunge cautions readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Bunge undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made.

 

 

 

 

Exhibit 99.10

Bunge + Viterra Creating a Premier Agribusiness Solutions Company June 13, 2023

 

Cautionary Statement Regarding Forward - Looking Statements This presentation contains certain forward - looking statements, as that term is defined in the Private Securities Litigation Refo rm Act of 1995, including those relating to the products and services described herein and to business performance in fiscal 2023 and beyond, including our projections for revenue, o rga nic growth, bookings growth, and adjusted EBITDA, our expectations regarding the size of our addressable market, and our plans for growth and improvement in profitability and cas h flow. You can identify these statements by the use of the words “may,” “will,” “could,” “should,” “would,” “plans,” “expects,” “anticipates,” “continue,” “estimate,” “project,” “i ntend,” “likely,” “forecast,” “probable,” “potential,” and similar expressions. These forward - looking statements involve risks and uncertainties that could cause actual results to differ material ly from those projected or anticipated. Such risks and uncertainties include, but are not limited to, (1) the inability to consummate the transaction within the anticipated time pe rio d, or at all, due to any reason, including the failure to obtain shareholder approval to issue common shares, par value $0.01 per share, of Bunge Limited, an exempted company limited by shares incorporated under the laws of Bermuda (“Bunge”), in connection with Bunge’s proposed acquisition of all of the issued and outstanding ordinary shares, par value $0 .01 per share of Viterra (the “Acquisition”) pursuant to the Business Combination Agreement, the failure to obtain required regulatory approvals or the failure to satisfy the other condi tio ns to the consummation of the Acquisition; (2) the risk that the Business Combination Agreement, dated as of June 13, 2023 (the “Business Combination Agreement”), by and among Viter ra Limited, a private company limited by shares incorporated under the laws of Jersey (“Viterra”), Bunge and the sellers listed therein may be terminated in circumstances re qui ring Bunge to pay a termination fee; (3) the risk that the Acquisition disrupts Bunge’s current business and financing plans and operations or diverts management’s attention from its o ngo ing business; (4) the effect of the announcement of the Acquisition on Bunge’s ability to retain and hire key personnel and maintain relationships with its customers, suppliers and others with whom it does business; (5) the effect of the announcement of the Acquisition on Bunge’s operating results and business generally; (6) the amount of costs, fees and expens es related to the Acquisition; (7) the risk that Bunge’s stock price may decline significantly if the Acquisition is not consummated; (8) the nature, cost and outcome of any litigati on and other legal proceedings, including any such proceedings related to the Acquisition and instituted against Bunge and others; (9) among other factors that could affect Bun ge’ s business such as, without limitations, the effects of weather conditions and the impact of crop and animal disease on Bunge’s business, the impact of global and regional economic, ag ricultural, financial and commodities market, political, social and health conditions, changes in government policies and laws affecting Bunge’s business, including agricu ltu ral and trade policies, financial markets regulation and environmental, tax and biofuels regulation, the impact of industry conditions, including fluctuations in supply, demand and p ric es for agricultural commodities and other raw materials and products that Bunge sells and uses in its business, fluctuations in energy and freight costs and competitive developments in its industries, and operational risks, including industrial accidents, natural disasters, pandemics or epidemics and cybersecurity incidents; and (10) other risks to consumma tio n of the proposed Acquisition, including the risk that the proposed Acquisition will not be consummated within the expected time period or at all. These risks and uncertainties also include such additional risk factors as are discussed in Bunge’s filings with the Securiti es and Exchange Commission (the “SEC”), including its Annual Report on Form 10 - K for the fiscal year ended December 31, 2022 and its subsequent filings and quarterly reports. Bunge cautions readers not to place undue reliance upon any such forward - looking statements, which speak only as of the date made. Bunge undertakes no obligation to update any forward - looking s tatement to reflect events or circumstances after the date on which such statement is made. 2

 

Additional Information About the Acquisition and Where to Find It This presentation is being made in respect of the proposed transaction involving Bunge, Viterra and the sellers party thereto . A meeting of the shareholders of Bunge will be announced as promptly as practicable to seek shareholder approval in connection with the proposed transaction. Bunge expects to file with the SEC a proxy statement and other relevant documents in connection with the proposed transaction. The definitive proxy statement will be sent or given to the s har eholders of Bunge and will contain important information about the proposed transaction and related matters. INVESTORS AND SHAREHOLDERS OF BUNGE ARE URGED TO READ THE DEF INI TIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFOR MAT ION ABOUT BUNGE AND THE PROPOSED TRANSACTION. Investors may obtain a free copy of these materials (when they are available) and other documen ts filed by Bunge with the SEC at the SEC’s website at www.sec.gov . 3 Participants in the Solicitation Bunge and certain of its directors, executive officers and other members of management and employees may be deemed to be part ici pants in soliciting proxies from its shareholders in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be consid ere d to be participants in the solicitation of Bunge’s shareholders in connection with the proposed transaction will be set forth in Bunge’s definitive proxy statement for its shar eho lder meeting at which the proposed transaction will be submitted for approval by Bunge’s shareholders. You may also find additional information about Bunge’s directors and executiv e o fficers in Bunge’s Annual Report on Form 10 - K for the fiscal year ended December 31, 2022, which was filed with the SEC on February 24, 2023, Bunge’s Definitive Proxy Statemen t f or its 2023 annual meeting of shareholders, which was filed with the SEC on March 31, 2023 and in subsequently filed Current Reports on Form 8 - K and Quarterly Reports on Form 10 - Q.

 

Today's Presenters 4 Agenda Transaction Details Strategic Rationale Value Creation Financials Q&A Greg Heckman Chief Executive Officer Bunge John Neppl Chief Financial Officer Bunge

 

Creating a Premier Agribusiness Solutions Company Built for the 21st Century 5 1) Including operational synergies. Enhanced Ability to Serve Farmers and Consumers and Drive Sustainability Progress Global pure - play agribusiness solutions company • Diversifies Bunge’s footprint with increased grain handling and logistics assets • Expands origination capabilities in key regions and crops where Bunge is underrepresented • Connects Viterra’s operations to value - added capabilities and additional downstream markets Enhanced ability to meet the demands of increasingly complex markets • Provides more diversification across assets, geographies and crops • Creates a platform with increased optionality to provide solutions to farmers and consumers • Enhanced network benefits from greater efficiencies, connectivity and capabilities across value chains Proven management teams with track records of value creation • Significant industry operating and M&A integration experience • Financially compelling with significant operational and network synergies – accretive to Year 1 Earnings 1 • Significant cash generation through the cycle supporting growth and returns to shareholders

 

Transaction Summary 6 1) Calculated using closing Bunge share price on 6/12/23 of $93.79. Greg Heckman will continue as CEO; John Neppl will continue as CFO; and, after the close, David Mattiske will serve as Co - COO Bunge shareholders will own 70%; Glencore will own 15%; CPP Investments will own 12%; and BCI will own 3% Planned $2.0bn share repurchase to enhance EPS accretion Initial Board to be comprised of eight Bunge nominated representatives and four representatives nominated by Viterra shareholders Bunge to merge with Viterra ; consideration to Viterra shareholders of $6.2bn 1 in stock and $2.0bn in cash

 

7 Bunge: A Global Leader in Oilseed Processing • A global leader in oilseed processing and refining with strong positions in the US, Brazil and Europe; modest direct origination presence outside of South America • Differentiated operating model leveraging full value chains with commercial alignment across regions • Robust cash flow generation supports strong balance sheet and shareholder returns • Industry leader in sustainability; strong commitments to safety and the communities in which we operate

 

Bunge by the Numbers 1) Based on 340 days. 8 ~57 MMT Crushing Capacity 1 26 Port Terminals 56 Crush Plants 47 Oil Refineries 17 Grain Mills

 

• Extensive footprint of logistics and infrastructure assets. Highly diversified across major commodities and origins: US, Canada, Australia, Europe and Argentina • A leading global seaborne merchant, strong presence in key demand markets; suppling over 125 countries with agricultural products • Attractive softseed crush assets in Europe, Canada and Argentina; a leader in soy crush in Argentina • Robust earnings and cash generation profile coupled with a strong financial position 9 Viterra : A Leading Agricultural Supply Chain Company

 

10 Viterra : History & Evolution The Path to Becoming a Leading Agriculture Supply Chain Company • Over the past four decades, Viterra has evolved from a regional grain trading company to a global, integrated agriculture network through value - enhancing expansions , including oilseed crushing, grains and ingredients assets • Added Gavilon in 2022, increasing the size and reach of its origination activities Purchases Argentinian oilseed crushing facility Oleaginosa Moreno Hermanos 1996 Glencore predecessor acquires Dutch grain trading company 1981 Forms JV to construct oilseed crushing and biodiesel facility Renova SA in Argentina 2007 Widens reach into EU region with expansion in Ukraine 1999 Expands softseed crush presence in Poland, Ukraine and Czech Republic 2011 First sugar mill in Brazil 2010 CPP Investments and BCI acquire 49.9% of Glencore Agriculture 2016 Acquires grain handler , Viterra extending footprint to Canada and Australia Hungary crushing plant construction and acquisition of Tegram port in Brazil 2012 Rebrands to Viterra 2020 Becomes majority owner of the Renova oilseed crushing and biodiesel facility 2019 Acquires Gavilon , a U.S. based grain and ingredients business 2022

 

Viterra by the Numbers 1) Includes 40mmt Gavilon pro - forma FY volumes. 2) Based on 340 days. Creative to Refine Graphical Treatment 270+ Storage Facilities 29 Port Terminals 15 Crush and 7 Biodiesel Plants 134 MMT Commodities Marketed 1 8 Grain Mills & 2 Sugar Mills ~18 MMT Crushing Capacity 2 11

 

Accelerates Bunge’s Strategy to Grow Core Crush and Origination 12 Combination Further Diversifies Bunge in 3 Critical Ways: 1) Based on 340 days. 2) Includes Gavilon pro - forma FY volumes. ~75 MMT Crushing Capacity 1 350+ Storage Facilities 125 Crushing & Refining Facilities 55 Port Terminals 230+ MMT Commodities & Products Marketed 2 Delivers Food, Feed and Fuel Solutions to Farmers & Consumers Crops Origination & Crush Geography

 

The New Bunge 13 Combination of highly complementary assets creates complete, leading global footprint to process and supply oilseeds and grains Viterra • Strong direct origination network in major origins: US, Canada, Australia, Europe and Argentina • Attractive oilseed processing assets in Europe, Canada and Argentina • A leading seaborne merchant; well connected to customers across all global demand markets Bunge • A leading, global oilseed processing and refining footprint • Strong origination and distribution network in South America • A global leader in plant - based oil and fat ingredients Bunge + Viterra • Enhanced crush capabilities with fully integrated global origination presence • Deeper and broader connectivity with additional offerings for farmers and consumers • Enhanced network benefits for customers from greater diversity, capabilities, efficiency and insights across value chains

 

A Leading Fully - Integrated Global Agribusiness Footprint at Inception 14 CANADA Viterra origination and export capabilities to support Bunge crush, increasing direct origination; integration of crush networks AUSTRALIA Integrate origination and export operations to enhance efficiencies U.S. Viterra origination and logistics footprint to supply Bunge crush and export capabilities; increasing direct farmer origination ASIA Combined global merchandising operations to supply local crush and grain demand EUROPE Integrate and optimize crush and origination footprint; increase direct origination; enhance farmer solutions MIDDLE EAST / AFRICA Combined global merchandising operations to supply local oilseed and grain demand INDIA Combined merchandising operations to supply local oilseed and grain demand ARGENTINA Integrate and optimize crush and origination footprint; enhance farmer solutions BRAZIL Strong network of origination, processing and logistics Bunge Smaller Presence Larger Presence Viterra Smaller Presence Larger Presence

 

Diversified Business Mix 15 1) Downstream includes Refined and Specialty Oils, Milling and Sugar. 2) Includes Gavilon proforma FY results. 3) Adjusted EBITDA includes minority share of EBIT and adjusted for mark - to - market timing differences, certain gains and charges an d Corporate and Other. Business Mix 2022 Adjusted EBITDA 1,2,3 Combined 41% 33% 26% Downstream Processing Merchandising and Handling Bunge 51% 14% 35% Processing Merchandising and Handling Downstream Viterra 26% 65% 9% Processing Merchandising and Handling Downstream

 

• Strategic presence across key origination markets increases optionality in managing seasonal cycles, weather and other risks • Broader footprint increases ability to provide solutions for end - customers in any environment • Accelerates Bunge’s ability to partner with farmers, develop low carbon product streams and deliver full end - to - end traceability across more major crops and origins Direct Origination Capabilities Bunge Viterra Combined USA Canada Brazil Argentina EU Black Sea Australia Balanced and Flexible Global Network 16 Moderate Complete

 

• Combination provides crop diversification with larger origination/merchandising of wheat, corn, barley and rapeseed in major origins • Crop diversification increases ability to provide solutions for end - customers in any environment • Accelerates ability to develop low carbon product streams and deliver full end - to - end traceability across more major crops and origins Agriculture Presence Covering All Major Crops Crop Offerings Bunge Viterra Combined Soy Corn Wheat Barley Rapeseed/ Canola Moderate Complete 17

 

Agricultural Value Chains for the 21st Century 18 Combined Company Addresses Challenges to the Agri - Food Value Chain by Accelerating Innovation Connecting farmers to markets Accessibility and efficiency Food security and resilience Promote sustainability Greater flexibility in meeting critical needs Scalable risk management tools Digitalization across the value chains and network Development of low CI products and solutions

 

Combination Accelerates Carbon Solutions 19 Positioned to be the preferred partner of growers and food, feed and fuel customers to reduce carbon footprint and achieve climate target goals Sustainable Solutions for Farmers: Enhances adoption of new sustainable crop rotation options that produce higher - yield plant - based oils, offering farmers a new income opportunity and improve soil health Biomass Based Fuel Feedstocks & Refining: Increasing volumes of low carbon oils and fats beyond soybean and canola, including UCO, DCO, animal fat and by - product utilization Regenerative Agriculture : Extending benefits of programs in NA, SA and Europe, offering farmers access to tools & capabilities to improve resource use

 

Delivering Value for All Stakeholders 20 Across Food, Feed and Fuel Markets Farmers • Positioned to offer farmers differentiated, value - added solutions in all key origins • Enhanced global market access to connect farmers to consumers • Benefit from more efficient supply chains Communities • Transforms ability to promote sustainable practices in global food supply • Enables greater transparency of origination • Promotes regenerative agriculture and reduces environment impacts • Aligned and effective programs that demonstrate shared commitment to Human Rights throughout combined organization Consumers • Provides more consistent supply quality and availability • Greater access to higher value and more sustainable products • Benefit from broader product portfolio and more efficient supply chains Employees • Highly talented commercial and industrial teams • Greater career opportunities with enhanced capabilities and resources • Shared commitment to excellence enhanced by combined teams with complementary expertise

 

Delivering Value for Shareholders 21 Anticipated run rate operational synergies to be fully realized in the third year after completion, with clear line of sight into additional network synergies Earnings accretion expected in the first full year following the transaction assuming operational synergies More diversified and more resilient cash flow production enables the new company to invest in future growth and deliver attractive returns to shareholders Commitment to strong investment grade credit ratings

 

Summary Transaction Terms 22 1) Calculated using closing Bunge share price of on 6/12/23 of $93.79. 2) Based on Bunge 20 trading day VWAP of $90.63 as of May 24, 2023 (unaffected). 3) Viterra shareholders do not intend to participate in the share repurchase and pro forma ownership will be Glencore 16.5%; CPP Investm en ts 13.2%; BCI 3.3%. 4) Includes previously announced share repurchase plans. Ownership • Bunge shareholders: 70% • Viterra shareholders 3 : Glencore 15%; CPP Investments 12%; BCI 3% • Viterra shareholders have entered into a lock - up period for 12 months and have agreed to certain standstill provisions, until their own ership falls below a threshold percentage Leadership & Governance • Chief Executive Officer: Greg Heckman • Co - COO: David Mattiske • Chief Financial Officer: John Neppl • Initial board to be comprised of eight Bunge nominated representatives and four Viterra nominated representatives (two from Glencore and two from CPP Investments) Financial Terms • Bunge to merge with Viterra ; consideration to Viterra shareholders of approximately $6.2bn 1 in stock and $2.0bn in cash • Approximately 65.6mm Bunge shares to be issued to Viterra shareholders 2 • Bunge to assume $9.8bn of Viterra debt, which is associated with $9.0bn of Readily Marketable Inventories (RMI) Closing Conditions • Subject to Bunge shareholder vote, regulatory approvals and other customary closing conditions • Targeted closing mid - 2024, assuming timely receipt of regulatory approvals Location • The global operational corporate headquarters will be located in St. Louis, Missouri • Viterra’s current headquarters in Rotterdam will remain an important commercial base of operations Shareholder Returns and Credit Ratings • As part of the transaction, Bunge board has authorized share buybacks of $2.0bn 4 equating to 21.1mm shares 1 • Dividend per share to remain unchanged • Strong investment grade balance sheet to support liquidity needs of combined companies Redomicile • Redomicile to Switzerland to occur before consummation of Viterra transaction

 

Creating Value Through Significant Synergy Opportunities 23 $250mm Run - Rate Synergies Significant incremental strategic upside • Optimization of asset utilization, logistics and investments • Procurement savings • Streamlining of duplicative overhead costs • Expected to be realized within three years of completion • $250mm one - time cost to achieve • Enhanced risk management, and merchandising optionality from larger and broader network • Joint commercial excellence opportunities • Simplification of supply chains to reduce network costs • Greater human capital leverage from broader and deeper talent pool Network Synergies Operational Synergies

 

Robust Cash Flow Generation 24 1) Defined as Cashflow from operations before working capital changes and adjusted for MTM timing differences. 2) Defined as 2022 Adj. FFO less maintenance capex including run - rate overhead synergies and estimated interest expense from additi onal debt incurred for cash consideration, planned share repurchases, and expenses related to transaction. 3) Includes $2.0bn of share repurchases including previously announced share repurchase plans. See appendix for reconciliation. 4) Includes proforma FY Gavilon results. 1.9 2.0 2.4 0.9 1.4 1.4 0.2 2020A 2021A 2022A Adjusted Funds From Operations ($bn) 1,4 $2.8 $3.4 $3.9 Bunge Viterra Run - Rate Operational Synergies (Tax - Effected) 1.6x 2022 Pro Forma Adjusted Leverage 3 $3.2bn Pro Forma Discretionary Cash Flow 2,4 Maintain Strong Investment Grade Credit Rating Maintain Bunge’s Dividend per Share Enhanced and More Stable Free Cash Flow Strong Investment Grade Balance Sheet Strong Earnings Growth Disciplined Capital Allocation Bunge + Viterra

 

Planned Share Repurchase 25 1) Includes previously announced share repurchase plans. Planned $2.0bn share repurchase 1 Portion of repurchases expected to be executed prior to close, pending market conditions Committed to maintaining strong investment grade rating Enhances pro forma adjusted earnings per share for our entire shareholder base

 

Note: Dollars in U.S. dollars. Based on fiscal year 2022 actual results. Viterra figures have been converted from IFRS to GAAP basis and have been adjusted to show pro - forma FY including 12 - month Gavilon cont ribution. 1) Proforma numbers include estimated interest expense from additional debt incurred for cash consideration, share repurchases a nd expenses related to the transaction and incremental DDA from asset step up due to purchase price accounting. 2) Adjusted EBITDA includes minority share of EBIT and adjusted for mark - to - market timing differences and certain gains and charge s; synergized figures include $250 million of annual operational synergies. 3) Defined as Net Income adjusted for mark - to - market timing differences and certain gains and charges; synergized figures include after tax synergies of $193 million. 4) Defined as Adj. FFO less maintenance capex; synergized figures include after tax synergies of $193 million. 5) Credit ratings reported by Moody’s / S&P as of 12/31/22. 6) Net debt figures as of 12/31/22 and excludes leases. 7) Includes additional debt incurred for cash consideration, planned share repurchases and expenses related to the transaction. 8) As of 12/31/22. 9) See appendix for reconciliation. Highly Compelling Financial Profile 26 Bunge Viterra Combined 1 Revenue $67bn $72bn ~$140bn Adjusted EBITDA 2 $3.3bn $2.1bn ~$5.3bn / ~$5.6bn with Synergies Adjusted Net Income 3 $2.1bn $1.0bn ~$2.9bn / ~$3.1bn with Synergies Discretionary Cash Flow 4 $2.1bn $1.1bn ~$3.0bn / ~$3.2bn with Synergies Quarterly Dividend $0.6625/share NA Expected to Maintain Current Bunge Dividend per Share Credit Ratings 5 Baa2 / BBB NR / BBB - Targeting Strong Investment Grade Rating Net Debt 6 $3.5bn $9.1bn ~$17.2bn 7 RMI 8 $6.7bn $9.0bn ~$15.6bn Adjusted Leverage Ratio 9 0.4x 1.4x 1.6x

 

Creating a Premier Agribusiness Solutions Company Built for the 21st Century 27 1) Including operational synergies. Enhanced Ability to Serve Farmers and Consumers and Drive Sustainability Progress Global pure - play agribusiness solutions company • Diversifies Bunge’s footprint with increased grain handling and logistics assets • Expands origination capabilities in key regions and crops where Bunge is underrepresented • Connects Viterra’s operations to value - added capabilities and additional downstream markets Enhanced ability to meet the demands of increasingly complex markets • Provides more diversification across assets, geographies and crops • Creates a platform with increased optionality to provide solutions to farmers and consumers • Enhanced network benefits from greater efficiencies, connectivity and capabilities across value chains Proven management teams with track records of value creation • Significant industry operating and M&A integration experience • Financially compelling with significant operational and network synergies – accretive to Year 1 Earnings 1 • Significant cash generation through the cycle supporting growth and returns to shareholders

 

Appendix 28

 

Execution of a cross - border transaction, with Bunge as the ongoing listed entity Transaction Structure 29 1) Indicative ownership post Bunge’s planned share repurchase. Assumes Viterra shareholders do not participate in the share repurchase. New Bunge Viterra Shareholders Viterra Bunge Viterra Shareholders 33% 1 Bunge Shareholders 67% 1 Bunge S hares Cash Viterra Shares

 

Preliminary Adjusted Net Debt to Adjusted EBITDA 30 (Pro - forma for 2022) 1) Adjusted EBITDA includes minority share of EBIT and adjusted for mark - to - market timing differences and certain gains and charges . 2) Assumes run - rate operational synergies of $250 million. 3) Includes the cash consideration for the transaction, share repurchases, and expenses related to the transaction. 4) RMI Credit basis methodology currently applied to entities within public credit rating reports. $bn Bunge Viterra Synergies/ Acquisition Debt Combined Adjusted EBITDA 1 3.3 2.1 0.3 2 5.6 Net Debt 3.5 9.1 4.6 3 17.2 Adjustments: RMI 6.7 9.0 15.6 RMI Factor 50% 70% 61% RMI Credit⁴ (3.3) (6.3) (9.6) AR Securitization 1.1 - 1.1 Total Adjustments (2.2) (6.3) (8.5) Adjusted Net Debt 1.3 2.8 8.7 Adjusted Net Debt to Adjusted EBITDA 0.4x 1.4x 1.6x