AGT Food and Ingredients Inc. (TSX: AGT) has entered into a letter agreement pursuant to which Fairfax Financial Holdings Limited (TSX: FFH, FFH.U), through certain subsidiaries, will make an investment of $190 million in AGT.
Fairfax has agreed to subscribe, on a private placement basis and subject to certain conditions, for 5.375% interest bearing Preferred Securities in a maximum aggregate amount of $190 million. The Preferred Securities will be unsecured obligations, will mature in 99 years and will be guaranteed by certain of AGT’s subsidiaries. AGT has also agreed to issue a maximum of 5,714,286 warrants, each exercisable into one common share in the capital of AGT and exercisable at $33.25 per share. Each warrant will be exercisable within 7 years. AGT can also elect to require early exercise of the warrants if the five day volume weighted average closing price of its common shares reaches $53.20 at any time after the fifth anniversary of the closing.
Fairfax will have the right to nominate one independent director to the board of directors of AGT and will become entitled to nominate an additional independent director upon the exercise of all of the warrants.
AGT has entered into an exclusivity agreement with Fairfax pursuant to which it has agreed that it will not solicit interest from any other party in relation to any potential capital raising or financial transaction involving debt or equity of AGT until September 15, 2017.
AGT intends to use the proceeds raised from the Fairfax for immediate repayment of debt, future growth initiatives and general corporate purposes.
“Fairfax, with their exceptional track record in global emerging markets is an ideal partner for AGT as we look to grow our business and pursue our long-term goals. We are very excited about this new relationship for AGT, and look forward to working with the Fairfax team as we explore new strategic growth opportunities. The transaction significantly improves our balance sheet by providing attractively priced and near-permanent strategic capital. Management views this as a material de-levering event that equips the company with the necessary liquidity for its current and future growth needs,” commented Murad Al-Katib, AGT’s President and Chief Executive Officer.
“We are very pleased to partner with Murad and Huseyin and the entire AGT team to build a Canadian-based, global champion in the agriculture and food sector,” added Paul Rivett, President of Fairfax. “From very humble beginnings in Regina, Saskatchewan and Mersin, Turkey, AGT has established the leading global platform in the value added pulses and food and ingredients sector. Our partnership will leverage the best of our broader capabilities and expertise in infrastructure and agriculture to pursue mutually beneficial opportunities for both organizations globally.”
“The experience of the Fairfax team and the network of Fairfax relationships and opportunities for collaboration with other Fairfax investee companies around the globe, with particular focus on India and Africa, are exciting for us,” added Huseyin Arslan, AGT’s Executive Chairman. “We are focused on building our bulk handling business, transportation and supply chain infrastructure and food ingredient and processing businesses to seize the opportunities for growth that are ahead of us as markets stabilize. AGT is well positioned to capitalize on the long term growth trajectory that we see from population and income growth in emerging markets. Fairfax is the right partner for us in the next stage of development of a strong and diversified AGT.”
Cormark Securities Inc. is acting as financial advisor to AGT.
AGT Food and Ingredients Inc. is a processor of value-added pulses, staple foods and ingredients for export and domestic markets as well as a supplier of retail packaged and canned foods to retail and food service sectors. Through its offices and processing facilities located in some of the best agricultural growing regions in Canada, the U.S., Turkey, China, Australia and South Africa, merchandising and sales offices in the U.K., the Netherlands, Spain, Switzerland and India and origination offices in Russia, AGT produces a full range of pulses and specialty crops including lentils, peas, chickpeas, beans and canary seed as well as food ingredients such as pulse flours, proteins, starches and fibres. Through its subsidiaries in Turkey, the Arbel Group, AGT also produces staple foods such as Arbella Pasta, rice, and milled wheat products, including bulgur and semolina.