The acquisition builds upon a long partnership between the two companies and will further enhance CNH Industrial’s position in the global agriculture equipment market by adding strong innovation capabilities in autonomous and precision agriculture technology.

“Precision agriculture and autonomy are critical components of our strategy to help our agricultural customers reach the next level of productivity and to unlock the true potential of their operations. Raven has been a pioneer in precision agriculture for decades, and their deep product experience, customer-driven software expertise, and engineering acumen offer a significant boost to our capabilities. This acquisition emphasizes our commitment to enhancing our precision farming portfolio and aligns with our digital transformation strategy. The combination of Raven’s technologies and CNH Industrial’s strong current and new product portfolio will provide our customers with the novel, connected technologies, allowing them to be more productive and efficient,”

said Scott Wine, Chief Executive Officer, CNH Industrial.

“Our Board and Management are excited about this partnership and what it means for our future. For 65 years, our company has been committed to solving great challenges. Part of that commitment includes delivering groundbreaking innovation by developing and investing in our core capabilities and technology. By coming together with CNH Industrial, we believe we will further accelerate that path as well as bring tremendous opportunities and value to our customers — once again fulfilling our purpose to solve great challenges. Our relationship with CNH Industrial has expanded over decades, and we have a deep respect for one another and a shared commitment to transform agriculture practices across the world. We look forward to CNH Industrial leveraging the Raven talent and culture, as well as the Sioux Falls community, as part of their vision and future success,”

said Dan Rykhus, President & Chief Executive Officer for Raven Industries.

“Raven Industries’ capabilities, innovation culture, entrepreneurial spirit, and engineering talent are impressive and will continue to thrive as part of the CNH Industrial family. Sioux Falls is and will continue to be a true center of excellence. We are incredibly excited to collaborate in bringing our customers more integrated precision and autonomous solutions, not only to improve productivity and profitability but also to promote more sustainable solutions and environmental stewardship. Together, our teams will create a stronger business for our employees, dealer network, and customers, enabling us to shape the future of agriculture, augment our world-leading sustainability credentials, and maximize our growth opportunities,”

added Wine.

Headquartered in Sioux Falls, South Dakota, Raven Industries is organized into three business divisions: Applied Technology (precision agriculture), Engineered Films (high-performance specialty films), and Aerostar (aerospace) with consolidated net sales of US$ 348.4 million for the twelve months ended January 31, 2021. The company is a global technology partner for key strategic OEMs, agriculture retailers, and dealers. The transaction is expected to generate approximately US$400 million of run-rate revenue synergies by the calendar year 2025, resulting in US$150 million of incremental EBITDA.

The Engineered Films and Aerostar segments are industry leaders in the high-performance specialty films and stratospheric platform industries, respectively, and CNH Industrial believes they represent attractive independent businesses with excellent near and long-term potential. Accordingly, CNH Industrial plans to undertake a strategic review of each business to best position them for future success and maximize shareholder value.

CNH Industrial does not expect the proposed acquisition will have any impact on its guidance for 2021. The acquisition is expected to be funded with Group consolidated cash1 not affecting third-party debt of industrial activities. Cash consideration for the transaction is not included in the free cash flow definition, and consequently, it will not affect its free cash flow guidance for the FY 2021E.

Barclays and Goldman Sachs acted as financial advisors to CNH Industrial and Sullivan & Cromwell LLP as its legal advisor. J.P. Morgan Securities LLC acted as financial advisor to Raven and Davis Polk & Wardwell LLP as its legal advisor.

Source: Raven Industries

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There were 15,370,048 Shares issued and outstanding as of September 3, 2020. Of this amount, 10,495,926 Shares constitute the “public float”, calculated in accordance with the rules of the TSX. Pursuant to the Bid, Cervus is able to purchase for cancellation up to a maximum of 1,049,592 Shares, being equal to 10% of Cervus’ “public float” outstanding on September 3, 2020.  Pursuant to the rules of the TSX, Cervus may not purchase more than 4,465 Shares in any one day, such amount being equal to 25% of the average daily trading volume of the Shares for the six months ended August 31, 2020. Notwithstanding the foregoing, pursuant to the rules of the TSX, Cervus may make one block purchase per calendar week that exceeds the daily repurchase restriction, subject to the maximum annual aggregate limit. Once the block purchase exception has been relied on, Cervus may not make any further purchases under the Bid for the remainder of that calendar day.

Purchases under the Bid will be made on the open market only through the facilities of the TSX and other Canadian marketplaces. Cervus has appointed Raymond James Ltd. as its broker, who will conduct the Bid on behalf of Cervus. The price that Cervus will pay for any Shares it purchases will be the prevailing market price of the Shares on the TSX at the time of such purchase. The actual number of Shares that may be purchased under the Bid for cancellation and the timing of any such purchases will be determined by Cervus.

In connection with the Bid, Cervus will enter into an automatic purchase plan (“Plan”) with its designated broker to allow for purchases of its Shares by the broker from time to time during the Bid including during internal blackout periods. Such purchases would be at the discretion of the broker based on parameters established by Cervus prior to any blackout period. Outside of these periods, Shares may be repurchased in accordance with management’s discretion, subject to applicable law and the rules of the TSX. The Plan may be terminated by Cervus or its broker in accordance with its terms or will terminate on the expiry of the Bid.

The Bid will commence on September 21, 2020, and will terminate on September 20, 2021, or such earlier time as the Bid is completed or terminated at the option of Cervus.

During Cervus’ last Normal Course Issuer Bid, which commenced on September 16, 2019, and terminated on September 15, 2020, Cervus repurchased 289,592 Shares at a weighted average price of $7.35 per share.

The Bid will provide Cervus with additional flexibility to manage capital and generate value for shareholders.

Source: Cervus Equipment

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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 that ADM Ag proposes to conduct an offering (the “Offering“) of approximately US$300,000,000 aggregate principal amount of Zero Coupon Exchangeable Bonds (the “Bonds“) outside of the United States to non-U.S. persons in reliance on Regulation S.

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 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 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 Shares. On the exercise of their exchange rights, holders of the Bonds will be entitled to receive a stipulated number of Shares for each US$200,000 principal amount of the Bonds, such number which will be determined upon a successful pricing of the Bonds (and subject to further adjustments in accordance with its terms).

The commercial terms of the Offering (including the aggregate principal amount and maturity of the Bonds and the initial exchange property underlying the Bonds) will be determined through a bookbuilding process.

In connection with and for the purpose of facilitating the Offering, ADM APac will enter 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 Shares equivalent to the initial total number of Shares to be delivered upon exchange of the Bonds. The entry by ADM APac into the Stock Borrow Arrangement is conditioned upon the pricing of the Offering but is not conditioned upon the closing of the Offering.

ADM expects that it will retain at least 20% of the equity interest in Wilmar after giving effect to the Offering, including any subsequent exchange of Bonds, and the Block Trade. ADM can offer no assurance that the Offering or the Block Trade will be consummated. The completion of the Block Trade is not conditioned upon the closing of the Offering.

The Shares to be sold pursuant to the Block Trade Agreement, the Bonds, the Guarantee, the Shares to be delivered upon exchange of the Bonds, and the Shares to be lent pursuant to the Stock Borrow Arrangement have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S), absent registration or an applicable exemption from registration requirements.

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