The Andersons Inc. announced that it has successfully completed its acquisition of Lansing Trade Group LLC. The company previously owned approximately 32.5% of Lansing and paid cash and stock valued at around $324 million for the remaining equity.

This transaction was originally announced on Oct. 15, 2018, and closed effective Jan. 1, 2019.

"With the completion of this acquisition, we have significantly bolstered our position in the domestic agricultural marketplace," Andersons president and chief executive officer Pat Bowe said. "We are confident that acquiring these assets, and especially hundreds of very talented people, will allow us to compete more successfully, provide greater value to more customers across an expanded platform and grow more profitably. We welcome the employees of Lansing Trade Group to The Andersons and look forward to completing a seamless integration process."

The Andersons paid $201 million in cash, which included an initial working capital adjustment of $33 million, and issued 4.1 million unregistered shares valued at approximately $123 million, the announcement noted. In addition, it issued approximately 280,000 unregistered shares and may issue up to approximately 370,000 additional unregistered shares to replace existing unvested incentive compensation and fund employee retention payments. The aggregate shares issued, and to be issued, represent about 14% of revised total outstanding shares on a fully diluted basis.

The transaction also results in the consolidation of Thompsons Ltd. of Ontario and related entities, which Lansing and the company have jointly owned. Additionally, The Andersons assumed approximately $160 million of Lansing's and Thompsons' long-term debt.

The company said it expects the transaction to be accretive to earnings per share within the first full year after closing and to achieve annual run rate cost synergies of at least $10 million by the end of 2020.

In conjunction with closing, The Andersons entered into a three-year employment agreement with Lansing's former president and CEO Bill Krueger. It will shortly enter into a new $1.65 billion short- and long-term financing arrangement led by U.S. Bank that will replace the former separate Andersons and Lansing financing arrangements.

Most of Lansing's business operations will be merged with the business of The Andersons Grain Group, forming a business division to be known as The Andersons Trade Group. The combined operation is being jointly led by Corey Jorgenson as president, assets and originations, and Krueger as president, commodities and merchandising.

Inducement grants

The Andersons also announced that, effective Jan. 1, 2019, the Compensation Committee of its board of directors granted restricted stock awards representing an aggregate of up to 650,000 shares of its common stock to 75 new employees under The Andersons Inc. Lansing Acquisition 2018 Inducement & Retention Plan in connection with the acquisition. As noted above, approximately 280,000 awards were granted at the time of closing, and as many as 370,000 awards will be granted as soon as practicable thereafter.

The company said the inducement and retention plan is to be used exclusively for granting equity awards to individuals who were not previously an employee or non-employee director of the company (or following a bona fide period of non-employment), as an inducement material to each such individual entering into employment with the company and to replace existing Lansing Trade Group equity awards, pursuant to Rule 5635(c)(3) and (c)(4) of the NASDAQ Listing Rules.

The awards will be issued in multiple grants and will generally vest and become exercisable over a three-year period in one-third increments. The awards granted at closing have vesting dates of June 30, 2019; April 1, 2020, and April 1, 2021; the remaining grants will have vesting dates of Jan. 1, 2020; Jan. 1, 2021, and Jan. 1, 2022. All awards are subject to each such employee's continued employment with the company on such vesting dates and are subject to the terms and conditions of the inducement and retention plan and the terms and conditions of an award agreement covering each grant.

Founded in Maumee, Ohio, in 1947, The Andersons is a diversified company rooted in agriculture that conducts business across North America in the grain, ethanol, plant nutrient and rail sectors.