Regina, Saskatchewan
November 28, 2006
Saskatchewan Wheat Pool Inc. (“Pool”) today announced that
it has commenced the mailing of its formal offers to acquire
Agricore United’s (“Agricore”) outstanding Limited Voting Common
Shares, Series A Convertible Preferred Shares, and its Unsecured
Subordinated Convertible Debentures.
Under the offers, the Pool would acquire Agricore’s outstanding
securities on the basis of each outstanding Limited Voting
Common Share of Agricore being exchanged for 1.35 common shares
of Saskatchewan Wheat Pool, each outstanding Cdn $1,000
principal of Convertible Unsecured Subordinated Debentures of
Agricore being exchanged for 180 common shares of Saskatchewan
Wheat Pool (plus accrued and unpaid interest in the form of
Saskatchewan Wheat Pool shares) and each outstanding Series A
Convertible Preferred Share being acquired for Cdn $24.00 in
cash (plus accrued and unpaid dividends).
The offers, takeover bid circular and related documents have
also been filed in Canada on SEDAR at
www.sedar.com.
The exchange offers are being made for securities of United
Grain Growers (also known as Agricore United), a Canadian
company, that are listed on The Toronto Stock Exchange. The
exchange offers will be subject to disclosure requirements of
Canada, which requirements are different from those of the
United States. It may be difficult for U.S. shareholders to
enforce their rights and any claim they may have arising under
the federal securities laws, since Saskatchewan Wheat Pool and
some of its officers and directors are located in a foreign
country. U.S. shareholders may not be able to sue a foreign
company or its officers or directors in a foreign court for
violations of the U.S. securities laws.
It may be difficult to compel a foreign company and its
affiliates to subject themselves to a U.S. court's judgment.
U.S. shareholders should be aware that, to the extent
permissible, the Pool may purchase Agricore United shares
otherwise than under the exchange offers, such as in open market
or privately negotiated purchases.
Saskatchewan Wheat Pool Inc. is a publicly traded
agribusiness headquartered in Regina, Saskatchewan. Anchored by
a Prairie-wide grain handling and agri-products marketing
network, the Pool channels Prairie production to end-use markets
in North America and around the world. These operations are
complemented by value-added businesses and strategic alliances,
which allow the Pool to leverage its pivotal position between
Prairie farmers and destination customers.
The Pool’s common shares are listed on the Toronto Stock
Exchange under the symbol SWP. |