BUSINESS ACQUISITIONS AND DISPOSITIONS |
9 Months Ended |
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Sep. 30, 2016 | |
| BUSINESS ACQUISITIONS AND DISPOSITIONS | |
| BUSINESS ACQUISITIONS AND DISPOSITIONS |
3. BUSINESS ACQUISITIONS AND DISPOSITIONS
Acquisitions
On October 4, 2016, Bunge acquired a 62.8% equity stake in Walter Rau Neusser Ol und Fett Aktiengesellschaft (“WRAG”), a vegetable oil blends producer for large scale commercial customers based in Germany. Bunge paid approximately $32 million for WRAG.
On August 30, 2016, Bunge announced it had reached an agreement to acquire a controlling interest in Grupo Minsa S.A.B. de C.V. (“Minsa”), a leading corn flour producer in Mexico. The transaction is expected to close in the first quarter of 2017, subject to customary closing conditions. As part of the transaction, Bunge will acquire control of four mills in Mexico and two mills in the United States. The purchase price was approximately $311 million, subject to working capital and other adjustments.
On August 5, 2016, Bunge and Cargill, Inc. announced their intention to enter into an agreement under which Cargill will sell to Bunge two oilseed processing plants and operations in the Netherlands and France. Closing of the transaction is subject to customary closing conditions. Bunge will pay approximately $225 million plus working capital for the two facilities. The transaction is expected to close during the first quarter 2017.
During the quarter ended September 30, 2016, Bunge completed the final purchase price on the acquisition of 100% ownership interest in Moinho Pacifico, a wheat milling business in Brazil. The adjustments resulted in a decrease to goodwill of $65 million and increase to property, plant and equipment of $57 million and intangibles of $8 million. The final allocation of the purchase price based on the fair values of assets and liabilities acquired resulted in $98 million in property, plant and equipment, $10 million in inventory, $9 million in other net assets and liabilities and $97 million of finite-lived intangible assets. The transaction also resulted in $68 million of goodwill allocated to our milling operations in Brazil.
Dispositions
On July 22, 2016, Bunge entered into an agreement to sell a 50% ownership interest in its Terfron port terminal in Brazil to Amaggi Exportacao E Importacao Ltda. for a total consideration in cash of approximately $145 million. Completion of the sale is expected by December 31, 2016, subject to customary closing conditions.
On July 5, 2016, Bunge and Wilmar International Limited (“Wilmar”) announced the formation of a joint venture in Vietnam. Wilmar has agreed to invest into Bunge’s Vietnam crush operations, creating a three-party joint venture with Bunge and Wilmar as equal 45% shareholders and Quang Dung, a leading soybean meal distributor in Vietnam, retaining its existing 10% stake in the operations. Completion of the transaction is expected by December 31, 2016, subject to customary closing conditions.
On February 1, 2016, SALIC Canada Limited (“SALIC”) converted two non-interest bearing convertible promissory notes issued to SALIC by G3 of $106 million into 148,323,000 common shares of G3, increasing SALIC’s ownership percentage in G3 from 49% to 65% and reducing Bunge Canada’s ownership in G3 from 51% to 35%. On the same day, Bunge Canada and SALIC transferred all of their common shares of G3 to G3 Global Holdings Limited Partnership in exchange for additional Class A limited partnership units in G3 Global Holdings Limited Partnership. As a result, as of February 1, 2016, G3 Global Holdings Limited Partnership became the holder of all of the issued and outstanding common shares in G3. On March 30, 2016, Bunge Canada, under the G3 Global Holdings Shareholders Agreement, exercised a contractual put right and sold 10% of its common shares to SALIC in exchange for $37 million of cash so that Bunge Canada now holds 25% ownership of G3 Global Holdings Limited Partnership and SALIC holds 75% ownership.
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