Bunge Limited, the world's largest oilseed processor, and Glencore-backed Viterra Limited announced today that they have reached an $8.2 billion merger deal to create one of the world’s leading agriculture trading companies. The deal is expected to close in mid-2024, subject to regulatory approval.

Under the terms of the agreement, which was unanimously approved by the boards of directors of Bunge and Viterra, Viterra shareholders would receive approximately 65.6 million shares of Bunge stock, with an aggregate value of approximately $6.2 billion, and approximately $2.0 billion in cash, representing a consideration mix of approximately 75% Bunge stock and 25% cash. As part of the transaction, Bunge will assume $9.8 billion of Viterra debt, which is associated with approximately $9.0 billion of highly-liquid Readily Marketable Inventories.

In addition, Bunge plans to repurchase $2.0 billion of Bunge’s stock (the Repurchase Plan) to enhance accretion to adjusted EPS. Bunge intends to commence repurchases as soon as practically possible, subject to market conditions and SEC rules on trading restrictions and expects to complete the Repurchase Plan no later than 18 months post transaction close. Viterra shareholders would own 30% of the combined company on a fully diluted basis upon the close of the transaction, and approximately 33% after completion of the Repurchase Plan.

“The combination of Bunge and Viterra significantly accelerates Bunge’s strategy, building on our fundamental purpose to connect farmers to consumers to deliver essential food, feed and fuel to the world,” said Greg Heckman, chief executive officer of Bunge. “Our highly complementary asset footprints will create a network that connects the world’s largest production regions to areas of fastest growing consumption, enhancing the geographical balance and adaptability of our global value chains and benefitting farmers and end-customers. With a diversified global mix of earnings across processing, handling and merchandising, and value-added products, we will increase the resiliency of our cash flow generation.”

David Mattiske, CEO of Viterra, commented: “Viterra and Bunge are two leading agriculture businesses. In combining our highly complementary origination, processing and distribution networks, we are better positioned to meet the increasing demand for the food, feed and fuel products we offer. Together, we will play a leading role in the future of the agriculture industry, developing fully traceable, sustainable supply chains and moving towards carbon-neutral operations, while creating a strong growth platform for our combined business. This further enables us to offer innovative solutions and open additional pathways for our customers.”

Governance and leadership

Following the close of the transaction, the combined company will be led by Greg Heckman, Bunge’s CEO, and John Neppl, Bunge’s chief financial officer. Viterra chief executive officer David Mattiske will join the Bunge Executive Leadership Team in the role of co-chief operating officer. The combined company will operate as Bunge, with operational headquarters in St. Louis, Missouri. Viterra’s current headquarters in Rotterdam will be an important commercial location in the future of the combined company.

The Bunge Board of Directors is expected to be comprised of eight Bunge nominated representatives and four representatives nominated by Viterra shareholders after the completion of the transaction.