Sumitomo Board approves strategic investment in Nufarm

Date:01-25-2010


On December 29, 2009, Nufarm Limited (“Nufarm”) announced it had executed a Memorandum of Understanding (“MoU”) with Sumitomo Chemical Company Limited (“Sumitomo”) relating to a proposed strategic investment in Nufarm by Sumitomo.

Today Nufarm confirms that it has been advised by Sumitomo that the Sumitomo Board has considered and approved the proposed strategic investment in Nufarm in accordance with the terms in the MoU. Under those terms, the Nufarm Board will (in the absence of a superior proposal) unanimously recommend the proposal from Sumitomo to acquire up to 20% of the issued ordinary shares of Nufarm from eligible Nufarm shareholders for $14.00 cash per share via a tender offer (the “Tender Offer”).  

Nufarm will give a Notice of Meeting and accompanying Explanatory Memorandum to Nufarm shareholders in early February, in respect of an extraordinary general meeting of Nufarm shareholders to be held on March 2 to approve the making of the Tender Offer by Sumitomo. If Nufarm shareholders approve the Tender Offer, the offer will be launched by Sumitomo shortly thereafter.  Nufarm shareholders will receive further documentation regarding the Tender Offer at that time and each shareholder will have the ability to decide whether or not to tender their Nufarm shares into the Tender Offer.

Nufarm and Sumitomo have also executed a Shareholder Deed governing the rights and obligations of Sumitomo as a shareholder in Nufarm; and a Memorandum of Understanding relating to proposed co-operation between the companies in areas relating to distribution of products, new product development, and sourcing and manufacturing.  The proposed cooperation areas will be formalised into contractual agreements, subject to any necessary regulatory approvals, and Sumitomo will be invited to nominate one Director to the Nufarm Board should it secure at least a 15% shareholding in Nufarm as a result of the Tender Offer.

Following completion of the Tender Offer, Nufarm will undertake a $250 million equity capital rising via a renounceable entitlement offer (the "Entitlement Offer”) to all Nufarm shareholders, including Sumitomo.  Sumitomo has undertaken to fully take up its entitlement under the Entitlement Offer, which would maintain its ownership interest in Nufarm acquired under the Tender Offer.  Full details of the Entitlement Offer, including the offer price, will be sent to eligible Nufarm shareholders following completion of the Tender Offer.