Bunge’s acquisition of Viterra is expected to require regulatory clearance in at least 29 countries, according to documents filed by the company with the U.S. Securities and Exchange Commission (SEC) last week.
The 547-page preliminary proxy statement includes new details on how the deal was reached, and how Bunge expects it will proceed.
The list of jurisdictions where Bunge says it must receive approval from antitrust or competition regulators includes Brazil, Canada, China, Chile, Costa Rica, Colombia, COMESA (trade area for eastern and southern Africa), Ecuador, Egypt, El Salvador, European Union, India, Japan, Mexico, Morocco, Nigeria, Pakistan, Peru, Philippines, Saudi Arabia, South Africa, South Korea, Taiwan, Tunisia, Turkey, Ukraine, United Arab Emirates, United States, Uruguay and Vietnam. The company says it also plans to voluntarily notify governments in Australia, New Zealand, and the United Kingdom.
In Canada, the Competition Bureau is expected to look at Bunge’s minority stake — believed to be a 25 per cent share — in Winnipeg, Man.-based grain company G3 Global Grain Group. G3 owns at least 17 grain elevators in Western Canada and a port terminal in Vancouver, while Viterra has six port terminals and 67 grain storage and handling facilities across Canada. It remains to be seen whether the Competition Bureau will view Bunge’s stake in G3 as “significant interest” — a term that is not clearly defined in the Competition Act. Bunge’s SEC filing does not contain any mention G3.
The Competition Bureau’s scrutiny is expected to extend to canola crush assets in Manitoba, as Viterra owns a canola processing facility at Ste. Agathe, less than 75 kilometres from Bunge’s newly-expanded canola crush facility at Altona. Viterra is also planning to build the world’s largest integrated canola processing facility in Regina, Sask.
Several grain industry sources have told RealAgriculture they see the two companies assets as mainly complementary, with no major anti-trust problems, but the proxy statement notes Bunge would be obligated to pay Viterra a termination fee of US$400 million if the deal falls through for regulatory reasons.
The SEC filing also shows that talks about a potential marriage between the two global agribusinesses started nearly two years ago.
Both companies entered into a mutual confidentiality agreement to negotiate a potential deal in September 2021, but the negotiations were interrupted in early 2022 when Viterra announced it would buy Gavilon from Japan-based Marubeni. Both sides began meeting again after the US$1.125 billion Gavilon acquisition was completed in October 2022, with Bunge CEO (and former Gavilon CEO) Greg Heckman and Viterra CEO David Mattiske discussing a possible deal in a phone call on November 4, 2022. The initial offer by Bunge was made on November 16, 2022, and after multiple negotiating rounds, the deal was announced on June 13, 2023.
Bunge still expects the transaction, which values Viterra at approximately US$8.1 billion, to close in mid-2024.