UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
Report (Date of earliest event reported): January 26, 2010
BUNGE
LIMITED
(Exact
name of Registrant as specified in its charter)
Bermuda
(State
or other jurisdiction
of
incorporation)
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001-16625
Commission
File Number
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98-0231912
(I.R.S.
Employer Identification Number)
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50
Main Street
White Plains, New
York
(Address
of principal executive offices)
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10606
(Zip
code)
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(914)
684-2800
(Registrant’s
telephone number, including area code)
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N.A.
(Former
name or former address, if changes since last
report)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01.
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Entry
into a Material Definitive
Agreement
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On
January 26, 2010, Bunge Limited (“Bunge”), and two of
its wholly owned subsidiaries, Bunge Brasil Holdings B.V. (“BBH”) and Bunge
Fertilizantes S.A. (“BFE” and, together
with BBH, the “Sellers”), entered
into a Share Purchase and Sale Agreement and Other Covenants (the “Purchase Agreement”)
with Vale S.A. (“Vale”) and Mineração Naque S.A., an affiliate of Vale (the
“Buyer”),
pursuant to which the Buyer will acquire certain assets related to Bunge’s
upstream fertilizer business in Brazil (the “Transaction”).
The
Purchase Agreement provides, among other things, that the Buyer will purchase
from the Sellers all of the outstanding shares of BPI – Bunge Participações e
Investimentos S.A. (the “Company”). The
Company operates Bunge’s phosphate mining business in Brazil (the “Phosphate Mining
Business”) and, directly or indirectly, holds Bunge’s interests in
Fertifos Administração e Participação S.A. (“Fertifos”), Fosbrasil
S.A. (“Fosbrasil”),
Indústrias de Fosfatados Catarinense Ltda. (“IFC”), Fertilizantes
Fosfatados S.A. – Fosfertil (“Fosfertil”),
Ultrafertil S.A. (“Ultrafertil”) and UF
Distribuidora de Combustíveis Ltda. (“UF Distribuidora” and
collectively, the “Subsidiaries”). The
purchase price for the transaction is $3.8 billion in cash, subject to a
post-closing adjustment for differences in the Company’s net debt and working
capital at closing from December 31, 2009. The Purchase Agreement
provides that Bunge and Vale shall be jointly and severally liable with the
Sellers and the Buyer, respectively, for each of the Sellers’ and the Buyer’s
respective obligations under the Purchase Agreement.
The
Sellers and the Buyer have agreed to customary representations, warranties and
covenants in the Purchase Agreement. The Sellers have agreed, among
other things and subject to certain exceptions, to cause the Company and the
Subsidiaries to conduct their respective businesses in the normal course of
business, consistent with past practice between the date of the execution of the
Purchase Agreement and the consummation of the Transaction (the “Closing”). The
parties have agreed to cooperate and use their respective commercially
reasonable efforts to cause the conditions precedent to the Closing to be
satisfied as promptly as practicable. The Buyer has agreed to seek
Brazilian antitrust clearance for the Transaction, receipt of which is not a
condition to Closing. In addition, the Sellers and their affiliates
have agreed, subject to certain exceptions, to certain non-competition
provisions with respect to the production of certain fertilizer products, and
Vale and its controlled affiliates have agreed not to produce, distribute or
commercialize certain fertilizer products, in each case, in Brazil until
December 31, 2012, which may be extended to December 31, 2013.
The
Closing is subject to several customary conditions precedent. In
addition, the Buyer’s obligation to consummate the Transaction is subject to,
among other things (i) the filing of certain requirements with certain
governmental authorities and third parties to obtain certain permits necessary
in connection with the operation of the Phosphate
Mining Business, (ii) approval from certain third parties, including
certain Brazilian governmental agencies, for the assignment of certain contracts
relating to the Company’s existing mineral rights and (iii) the extension by
Companhia Brasileira de Metalúrgia e Mineração – CBMM of a license to exploit
mineral phosphate by the Company.
The
Purchase Agreement provides that the Closing will occur on the last business day
of the month in which the parties have confirmed that all of the conditions
precedent have been satisfied or waived, provided such day is at least ten
business days following the satisfaction or waiver of the last condition
precedent and, if not, the Closing will occur on the last business day of the
following month. The Purchase Agreement may be terminated in the
event all of the conditions precedent have not been satisfied within 180 days
following the date of the execution of the Purchase Agreement or in the event of
a final, non-appealable order preventing the Closing.
The
Sellers have agreed to customary indemnification provisions, including, subject
to certain limitations, to indemnify the Buyer in respect of, among other
things, (i) inaccuracies of the Sellers’ representations and warranties, (ii)
non-compliance by the Sellers with any of their obligations under the Purchase
Agreement, (iii) liabilities of the Company in its capacity as legal or
contractual successor to the Phosphate Mining Business that arose prior to the
Closing, and (iv) defects in title or process affecting the Buyer’s ownership of
any of the Company’s shares or assets. The Sellers’ obligation to
indemnify the Buyer and Vale survives until the expiration of the applicable
statute of limitations. The Sellers’ are not required to indemnify
the Buyer with respect to, among other things, (i) any liability reflected in
financial statements delivered in connection with the Purchase Agreement or (ii)
subject to certain exceptions, any pre-closing environmental
liabilities. The Sellers are generally not required to indemnify the
Buyer and Vale until the aggregate amount of their losses exceed $1 million and
are not required to indemnify the Buyer and Vale for losses incurred by
Fosfertil and its subsidiaries in excess of a specified
cap.
Subject
to certain limitations, the Buyer has agreed to indemnify the Seller in respect
to (i) inaccuracies of the Buyer’s representations and warranties, (ii)
non-compliance by the Buyer with any of its obligations under the Purchase
Agreement and (iii) post-closing liabilities of the Company and its
subsidiaries. The Buyer’s obligation to indemnify the Sellers
survives until the expiration of the applicable statute of
limitations.
The
Purchase Agreement provides that, at the Closing, the parties or their
respective affiliates will enter into several ancillary agreements, including a
transition services agreement and a supply agreement pursuant to which the Buyer
will supply BFE with certain phosphate fertilizer products for use by BFE in its
retail fertilizer business that is not being sold pursuant to the
Transaction.
Bunge
issued a press release announcing the transaction with Vale S.A. on January 27,
2010. A copy of the press release is attached to this Current Report
on Form 8-K as Exhibit 99.1.
Item
9.01.
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Financial
Statements and Exhibits
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Exhibit No.
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Description
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99.1
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Press
Release announcing the Transaction with Vale S.A., dated January 27,
2010
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Cautionary
Statement Concerning Forward-Looking Statements
This
document contains both historical and forward-looking statements. All
statements, other than statements of historical fact are, or may be deemed to
be, forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. These forward-looking statements are not
based on historical facts, but rather reflect our current expectations and
projections about our future results, performance, prospects and
opportunities. We have tried to identify these forward-looking
statements by using words including “may,” “will,” “should,” “could,” “expect,”
“anticipate,” “believe,” “plan,” “intend,” “estimate,” “continue” and similar
expressions. These forward-looking statements are subject to a number
of risks, uncertainties and other factors that could cause our actual results,
performance, prospects or opportunities to differ materially from those
expressed in, or implied by, these forward-looking statements. The
following important factors, among others, could affect our business and
financial performance: industry conditions, including fluctuations in supply,
demand and prices for agricultural commodities and other raw materials and
products used in our business, fluctuations in energy and freight costs and
competitive developments in our industries; the effects of weather conditions
and the outbreak of crop and animal disease on our business; global and regional
agricultural, economic, financial and commodities market, political, social and
health conditions; the outcome of pending regulatory and legal proceedings; our
ability to complete, integrate and benefit from acquisitions, dispositions,
joint ventures and strategic alliances, including the potential transactions
discussed herein; changes in government policies, laws and regulations affecting
our business, including agricultural and trade policies, tax regulations and
biofuels legislation; and other factors affecting our business
generally. The forward-looking statements included herein are made
only as of the date hereof, and except as otherwise required by federal
securities law, we do not have any obligation to publicly update or revise any
forward-looking statements to reflect subsequent events or
circumstances.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: January
29, 2010
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BUNGE LIMITED |
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By: |
/s/ Carla L. Heiss |
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Name: |
Carla L. Heiss |
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Title: |
Assistant General Counsel |
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EXHIBITS
Exhibit No.
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Description
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99.1
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Press
Release announcing the Transaction with Vale S.A., dated January 27,
2010
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