The board, pursuant to a court approved plan of arrangement, includes Chris Mahoney, director of agricultural products of Glencore; Ernest Mostert, financial manager of Glencore Grain; Robert Wardell and Larry Ruud, president and chief executive officer, One Earth Farms Corp.
Mahoney, Mostert and Wardell were newly appointed to the Viterra board of directors following the acquisition of Viterra. Ruud, a director of Viterra prior to the closing of the arrangement, was reappointed to this position following closing.
Consistent with Glencore's desire to support positive corporate governance measures, the board of directors of Viterra has formally appointed a standing special committee consisting of Larry Ruud and Robert Wardell (each of whom are independent directors of Viterra) which will, among other things, provide an independent review of material related party matters.
The Special Committee has recently considered certain reorganizational matters including the recently completed amalgamation of Glencore and Viterra under the Canada Business Corporations Act (CBCA), which occurred on Jan. 1, 2013.
One of the key consequences of the amalgamation was that Viterra is responsible for the obligations of Glencore including Glencore's obligations under its agreement with Agrium Inc. and Glencore's obligations under its agreement with Richardson International Limited.
These agreements generally provide, among other things, that Viterra is required to transfer certain assets to each of Agrium and Richardson in satisfaction of loans described in each of the agreements. Additional details of the Agrium agreement, the Richardson agreement, are included in Viterra's management information circular dated April 26, 2012 filed in connection with the arrangement and available on SEDAR at www.sedar.com under Viterra's profile.
In addition, under an agreement entered into between Glencore and CF Industries Holdings, Inc. (CFI), Viterra's interests in Canadian Fertilizers Limited (CFL), consisting of 34% of CFL's outstanding preferred and common stock and a product purchase agreement, which were to be transferred to Agrium will instead be transferred to CFI.
Copies of the Agrium agreement, the Richardson agreement and the CFI agreement will be made available on SEDAR under Viterra's profile.
The Special Committee determined, following receipt of an opinion from Paradigm Capital and legal advice from Fasken Martineau DuMoulin LLP, that certain reorganizational matters reviewed by the Special Committee pursuant to its mandate completed since the closing of the arrangement, including the amalgamation, are in the best interests of Viterra. The Special Committee has a continuing mandate and will, when applicable, provide further corporate updates to Viterra's stakeholders.
