Saskatchewan Wheat Pool Inc.

Saskatchewan Wheat Pool Inc.

April 13, 2007 08:13 ET

Pool Launches Additional Subscription Receipts Offering

REGINA, SASKATCHEWAN--(CCNMatthews - April 13, 2007) -


Saskatchewan Wheat Pool Inc. (TSX:SWP) (the "Pool") announced today that it has launched another public market bought deal of subscription receipts totaling $315.9 million. The funds from this offering, together with the funds from previous subscription receipts offerings, will be used in the financing of, and the adjustment of the relative amounts of share and cash consideration comprising, the Pool's full and final offer for shares of Agricore United ("Agricore").

"The Pool has taken this final step to be in a position to put its very best offer in front of the Agricore Board and having the proceeds from this offering available will allow us to achieve that goal," said President and Chief Executive Officer, Mayo Schmidt.

The Pool's subscription receipt offering will be completed on a bought deal basis through Genuity Capital Markets and TD Securities Inc. acting as joint book runners, and including National Bank Financial, at a price of $8.10 per subscription receipt. The new subscription receipts will be issued on substantially the same terms as those previously issued, including having the same expiry date of May 31, 2007. Approximately 39 million subscription receipts will be issued. Each subscription receipt will entitle the holder to receive one common share of the Pool upon the earlier of (i) the date of the first take-up of Agricore's common shares under the Pool's take-over bid and (ii) the date of receipt by the Pool of a final order of a court of competent jurisdiction approving an arrangement involving the Pool, Agricore and the holders of Agricore's common shares under applicable corporate law, pursuant to which, among other things, the Pool will acquire all of the issued and outstanding Agricore common shares. The Pool has also granted the Underwriters an option to purchase up to an additional 5.85 million subscription receipts on the same terms at any time up to 30 days after closing of the offering, solely to cover over-allotments and for market stabilization purposes.

The subscription receipts will be issued to the public pursuant to a short form prospectus to be filed with securities regulatory authorities in each province of Canada and sold to certain qualified purchasers in the United States. Closing of the subscription receipt offering is expected to take place on or before May 3, 2007.

"We are extremely pleased that the public market continues to be so supportive of a Pool-Agricore combination and we look forward to continuing our discussions with the Agricore Board in order to finalize the terms our of offer" said President and Chief Executive Officer Mayo Schmidt. "This bid, together with the value we will create by combining two western Canadian agricultural leaders, clearly provides the best value for all shareholders."

For U.S. Shareholders

The exchange offers are being made for securities of United Grain Growers Limited (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 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 the Pool and the majority of its officers and directors reside in Canada. U.S. shareholders may not be able to take action against 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.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States unless an exemption from such registration is available.

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 and its existing subscription receipts are traded under the symbol SWP.R. A previously announced offering of Class II subscription receipts will trade under the symbol SWP.N.

Contact Information

  • Shareholder Contact:
    Kingsdale Shareholder Services Inc.
    Toll-free at 1-866-301-3454
    Media Contact:
    Saskatchewan Wheat Pool Inc.
    Susan Cline
    (306) 569-6948