お知らせ • Jul 08
Bartlett and Company, Inc completed the acquisition of Ceres Global Ag Corp. (TSX:CRP) from VN Capital Fund C, L.P., fund managed by VN Capital Management, LLC, Princeton Holdings Limited and others.
Bartlett and Company, Inc. signed a letter of Intent to acquire Ceres Global Ag Corp. (TSX:CRP) (the “Corporation”) from VN Capital Fund C, L.P., fund managed by VN Capital Management, LLC, Princeton Holdings Limited and others for approximately $140 million on April 30, 2025. Bartlett and Company entered into an arrangement agreement to acquire Ceres Global Ag Corp. from VN Capital Fund C, L.P., fund managed by VN Capital Management, LLC, Princeton Holdings Limited and others on May 20, 2025. Under the terms of the Arrangement Agreement, Bartlett will acquire all the issued and outstanding common shares of Ceres (the “Shares”) for a price of $4.50 per Share, in cash. The Arrangement Agreement contains customary non-solicitation provisions prohibiting Ceres from soliciting competing acquisition proposals, as well as “right to match” provisions in favor of Bartlett. Following completion of the Transaction, it is expected that the Shares will be delisted from the TSX and that Ceres will cease to be a reporting issuer in all applicable Canadian jurisdictions. The Arrangement Agreement provides for a termination fee of $5,845,000 payable to Bartlett if the Arrangement Agreement is terminated in certain circumstances, including in the context of a change of recommendation by the Independent Committee or the Board.
Implementation of the Transaction will be subject to, among other things, the approval at the special meeting of shareholders (the “Special Meeting”) of at least 66 2/3% of the votes cast by shareholders at the Special Meeting. VN Capital and Princeton Holdings Limited (collectively, the “Supporting Shareholders”), who hold approximately 70% of the Shares, have entered into irrevocable “hard” voting and support agreements pursuant to which they have agreed, among other things, to support and to vote all Shares held by them in favor of the Transaction and against any competing acquisition proposals. Each of the Corporation’s directors and officers who own securities of the Corporation have entered into customary agreements to vote in favor of the Transaction, subject to certain terms and conditions.
The Transaction is also subject to court approval and customary closing conditions, including receipt of regulatory approval, is not subject to any financing condition and, assuming such approvals are obtained, and conditions are met, is expected to close in late calendar Q2 or early Q3 2025. The Board’s standing independent committee after receiving financial advice from Blair Franklin Capital Partners Inc., an independent financial advisor retained by the Board, unanimously recommended that the Board approve the Transaction and recommend that shareholders vote in favor of the special resolution to approve the Transaction at the Special Meeting. As of June 30, 2025, at the special meeting of shareholders, holders of common shares in the capital of the Corporation voted in favor of the transaction. The applicable regulatory approval for the Transaction, being expiry or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, has now been obtained. It is anticipated that the Transaction will be completed by the parties on or about July 7, 2025.
As of July 3, 2025, Ontario Superior Court of Justice has issued a final order approving the statutory plan of arrangement, pursuant to which, Bartlett and Company will acquire all of the issued and outstanding common shares of Ceres for a price of US $4.50 per Share, in cash.
Ryan A. Morris of Blake, Cassels & Graydon LLP and Martin Glass,Anna Meresidis,Christopher Abbott, Geoff Davis, Alex May,Matt Renaud,Jenna Bressel and Colleen Reddan of Jenner & Block LLP are acting as legal advisors to the Corporation. Blair Franklin Capital Partners Inc. is acting as an independent financial advisor to the Board. Blair Franklin Capital Partners Inc. orally delivered its fairness opinion to the Board. Eliot Kolers of Stikeman Elliott LLP and Greenberg Traurig, LLP are acting as legal advisors to Bartlett.
Bartlett and Company, Inc completed the acquisition of Ceres Global Ag Corp. (TSX:CRP) from VN Capital Fund C, L.P., fund managed by VN Capital Management, LLC, Princeton Holdings Limited and others on July 7, 2025.