CPPIB Acquires 12% Bunge Stake Through Viterra Merger

The British Columbia Investment Management Corp. will also own a minority stake in the combined entity.



The C$570 billion ($428.3 billion) Canada Pension Plan Investment Board and the C$211.1 billion ($158.8 billion) British Columbia Investment Management Corp. announced they are supporting the proposed merger of agribusinesses Viterra Inc. and Bunge Ltd. The CPPIB owns a 40% stake in Viterra, while BCI owns 10%.

Under the terms of the merger, Viterra shareholders would receive approximately 65.6 million shares of Bunge stock, with an aggregate value of approximately $6.2 billion, and approximately $2 billion in cash. As part of the transaction, Bunge would assume $9.8 billion of Viterra debt. Viterra shareholders would own 30% of the combined company on a fully diluted basis when deal closes and approximately 33% once the repurchase plan is completed.

For its 40% stake in Viterra, the CPPIB would receive an approximately 12% equity stake in the combined company and $800 million in cash when the deal closes. BCI would end up with an undisclosed minority stake and an undisclosed sum of cash.

Based in the St. Louis suburb of Chesterfield, Missouri, Bunge is a major oilseed processor and global producer and supplier of specialty plant-based oils and fats. Viterra, based in Regina, Saskatchewan, but headquartered in the Netherlands after its 2013 purchase by Glencore plc, is a global agriculture network that connects producers to consumers with sustainable agricultural products.

Never miss a story — sign up for CIO newsletters to stay up-to-date on the latest institutional investment industry news.

“Combining these two highly complementary companies will create an enhanced agribusiness that can provide an expanded product offering to end-customers, with an increased ability to innovate and promote sustainable practices in the global food supply,” Bruce Hogg, CPPIB’s managing director and head of sustainable energies, said in a release.

The merger is expected to close by the middle of 2024.

“In the context of climate change and the need for greater food security, we believe the proposed combination of Viterra and Bunge creates a compelling agricultural and food platform,” Lincoln Webb, executive vice president and global head of infrastructure and renewable resources at BCI, said in a release. “As a long-term responsible institutional investor, we look forward to the leading role the new company will take in the future of agriculture.”

Related Stories:

Canadian Pension to Invest C$5 Billion in Green, Social Bonds by 2025

CPPIB, Silver Lake Acquire Qualtrics for $12.5 Billion

Canadian Pension Giant Aims to Close Net-Zero Reality Gap

Tags: , , , , , , , , , ,

Ryanair Settles Lawsuit With Alabama Pension Fund

The airline agreed to pay $5 million to the Birmingham fire and police pension fund but denied any wrongdoing.



Ryanair has agreed to pay $5 million to settle a class action securities lawsuit filed by an Alabama pension fund that claimed it suffered investment losses due to alleged false and misleading statements made by the Irish airline about its operations.

The lawsuit, brought in U.S. District Court for the Southern District of New York in 2018 by the City of Birmingham Firemen’s and Policemen’s Supplemental Pension System, alleged that during the class period, which spanned from late May 2017 through late September 2018, Ryanair “made false and misleading statements and/or failed to disclose adverse information regarding Ryanair’s business and operations,” adding that “the state of the company’s labor relations was far worse than had been publicly represented.”

The pension fund claimed that as a result of the allegedly false statements, the airline’s American depositary shares traded at “artificially inflated prices.” In particular, the complaint alleged that Ryanair misled the market about the sustainability of its labor practices. It said that, “for years,” CEO Michael O’Leary “touted the airline’s low-cost business model and expressed antipathy to unionization.”

However, according to the complaint, the September 2017 cancellation of hundreds of Ryanair flights due to a pilot “rostering” error “caused some observers to question Ryanair’s labor practices and the sustainability of its anti-unionization stance.” The complaint noted that by December 2017, Ryanair had changed its position and announced it would accept the unionization of its employees.

Want the latest institutional investment industry
news and insights? Sign up for CIO newsletters.

“During and after these events, Ryanair downplayed the effect on its bottom line,” the complaint said. “But subsequent announcements about increased personnel costs and decreased profitability caused Ryanair’s stock price to fall.”

The lawsuit also argued that O’Leary had a “motive and opportunity to commit fraud” because he had sold 6 million shares of Ryanair stock during the class period, which it claimed “establishes an incentive to inflate the stock price.” However, a court ruling shot down that argument, noting that O’Leary still retained the vast majority of his stock, which “substantially undermines” the claim that he was motivated to commit fraud.

A spokesperson for Ryanair said the airline “welcomed” the settlement, and the $5 million settlement amount is “considerably less than the legal costs that would have been incurred had this action gone all the way to trial.”

Ryanair issued a statement that the lawsuit had been settled following recent mediation between the airline and the pension fund and that it came after the court “dismissed many of the claims made by the plaintiff, considerably narrowing the grounds for action,” in June 2020.

The 2020 ruling by U.S. District Judge J. Paul Oetken stated that “Plaintiff has failed to establish falsity, materiality, and scienter for all of the potentially actionable statements listed in this complaint, with the sole exception of Defendants’ statements regarding the likelihood of unionization.”

Ryanair maintains that “there was no lawful basis for this claim, but that the settlement is in the interest of all shareholders due to the very modest settlement amount.”

 

Related Stories:

Wells Fargo Agrees to Pay $1 Billion to Settle Pension-Led Lawsuit

Bloomberg Settles SEC Charges of Misleading Pricing Disclosures

Investors Worldwide Agreed to Class Action Litigation Settlements Totaling More than $7.4 Billion in 2022

Tags: , , , , , , , , ,

«