Archer Daniels Midland Company’s Proposed Acquisition of GrainCorp

On April 25, 2013, Archer Daniels Midland Company (“ADM”) announced that it has signed a takeover bid implementation deed with GrainCorp Limited. Cravath is representing ADM in connection with this transaction. Subject to the satisfactory completion of due diligence, ADM has agreed to make a cash offer, which would be unanimously recommended by the GrainCorp board, to acquire the shares of GrainCorp it does not already own for A$12.20 per share, representing an enterprise value of A$3.4 billion. Under the terms of the bid implementation deed, GrainCorp will pay to its shareholders dividends out of current and retained earnings of the business prior to the transaction close. ADM acquired approximately 19.8% of the shares of GrainCorp through two stake‑builds in 2012.

The Cravath team included partners Richard Hall and Andrew R. Thompson and associates Christopher D. Barnstable‑Brown and Rachel E. Green on M&A matters; partner Stephen L. Gordon and associates Andrew Carlon and Brian Kozlowski on tax matters; partner Eric W. Hilfers and practice area attorney Michael Krasnovsky on executive compensation and benefits matters; and practice area attorney Robin C. Landis on antitrust matters.