Exhibit 99.1
ADM Announces Pricing of Its Secondary Block Trade of Ordinary Shares of Wilmar International Limited (“Wilmar”) and Concurrent Offering of US$300,000,000 Zero Coupon Exchangeable Bonds Due 2023, Exchangeable For Wilmar Ordinary Shares
August 19, 2020
ADM (NYSE: ADM) today announced that its wholly-owned subsidiaries ADM Ag Holding Limited (“ADM Ag”) and Archer Daniels Midland Asia-Pacific Limited (“ADM APac” and together with ADM Ag, the “Sellers”) have entered into a secondary block trade agreement with a syndicate of managers (the “Block Trade Agreement”) pursuant to which the Sellers have sold 170.5 million ordinary shares of Wilmar (the “Wilmar Shares”, and such sale, the “Block Trade”) at a price of SGD4.40 per Wilmar Share (US$3.23 per Wilmar Share based on an exchange rate of SGD1.3636 per US$1.00 derived from Bloomberg page BFIX at 5:00 p.m. (Singapore time) on August 19, 2020). The Wilmar Shares sold pursuant to the Block Trade Agreement are being offered and sold in offshore transactions in reliance on Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”) and inside the United States, to qualified institutional buyers (as defined in Rule 144A under the Securities Act) in private transactions exempt from the registration requirements of the Securities Act. ADM expects settlement of the Block Trade to occur on August 24, 2020, subject to customary closing conditions.
ADM expects to use the net proceeds from the Block Trade for general corporate purposes, which may include, without limitation, meeting its working capital requirements, funding its capital expenditures and possible acquisitions of, or investments in, businesses and assets and acquiring outstanding shares of ADM common stock as part of its publicly announced stock repurchase program.
ADM also announced today that ADM Ag has priced its previously announced offering (the “Offering”) of US$300,000,000 aggregate principal amount of Zero Coupon Exchangeable Bonds due 2023 (the “Bonds”). The Bonds will be issued at 104.0 per cent of their principal amount (the “Issue Price”), will not bear any interest, and will mature on August 26, 2023 (the “Maturity Date”). The Bonds are being offered outside of the United States to non-U.S. persons in reliance on Regulation S under the Securities Act. ADM expects settlement of the Offering to occur on August 26, 2020, subject to customary closing conditions.
ADM expects to use the net proceeds from the Offering for general corporate purposes, which may include, without limitation, meeting its working capital requirements, funding its capital expenditures and possible acquisitions of, or investments in, business and assets and repaying indebtedness originally incurred for general corporate purposes.
The Bonds will constitute senior obligations of ADM Ag, ranking equally with all other unsecured and unsubordinated obligations of the ADM Ag, present and future. ADM will unconditionally and irrevocably guarantee (the “Guarantee”) the payment of all sums payable under the Bonds and the performance of all of the ADM Ag’s other obligations under the Bonds. The obligations of ADM under such Guarantee will constitute senior obligations of ADM, ranking equally with all other unsecured and unsubordinated monetary obligations of ADM, present and future.
Subject to and upon compliance with the terms and conditions of the Bonds and any conditions, procedures and certifications prescribed thereunder, the Bonds will be exchangeable for Wilmar Shares. On the exercise of their exchange rights, holders of the Bonds will be entitled to receive 50,597.0453 Wilmar Shares for each U.S.$200,000 principal amount of the Bonds, such number being subject to further adjustments in accordance with its terms.
In connection with and for the purpose of facilitating the Offering, ADM APac has entered into a stock borrow arrangement (the “Stock Borrow Arrangement”) with an affiliate of one of the joint lead managers of the Offering, over a number of Wilmar Shares equivalent to the initial total number of Wilmar Shares to be delivered upon exchange of the Bonds. The entry by ADM APac into the Stock Borrow Arrangement was conditioned upon the pricing of the Offering but is not conditioned upon the closing of the Offering.
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