Under the terms of the merger agreement, following the successful completion of the tender offer, the transaction will be completed by a second-step merger in Transaction, which represents a significant premium from recent trading levels, is in the best interest of the company and its stockholders, and will advance Ceres mission of making the production of meat and dairy more scalable andĮach of Ceres directors and certain of Ceres officers, who collectively beneficially own shares representing approximatelyġ.16% of Ceres outstanding common stock, have entered into tender and support agreements with Land OLakes to tender their shares of Ceres common stock to the offer. ∺fter evaluating strategic options, our board of directors has unanimously determined that this all-cash Transaction with a preeminent leader in forage crops, said Richard Hamilton, chief executive officer and president, Ceres. Our shift away from bioenergy and Brazil and into forages has been highly successful to date, and is culminating now in this proposed merger New advanced plant breeding and biotechnology to the FGI research and development pipeline and accelerates the process of bringing new forage solutions to existing and new markets, said Chris Policinski, president and CEO, Land OLakes, The acquisition brings complementary strengths together, adds Our Forage Genetics International business, Land OLakes is interested in providing a holistic forage offering to our customers, including alfalfa, corn silage and forage sorghum. Upon completion of the transaction, Ceres will become a wholly owned subsidiary of Land OLakes and will complement Forage Genetics International (FGI),Ī Land OLakes subsidiary, and bring new advanced plant breeding and biotechnology to FGIs research and development pipeline. The price per share of common stock represents an 81% premium to the closing price of Ceres shares of common stock on June 16, 2016. Under the terms of the merger agreement, Land OLakes (through its wholly owned subsidiary, Roman Merger Sub, Inc.) will commence a tender offer for all outstanding shares of Ceres common stock for $0.40 per They have signed a definitive merger agreement under which Land OLakes will acquire all of the outstanding capital stock of Ceres in a transaction valued at approximately $17.2 million (including amounts payable to holders of certain warrants and Land OLakes, Inc., dated as of June 17, 2016 Joint Press Release issued by Ceres, Inc. (the ∼ompany), to be commenced pursuant to the Agreement and Plan of Merger, dated as of June 16, 2016, among Purchaser, Parent and the Company. (Parent) for all of the outstanding common stock of Ceres, Inc. (Purchaser), a wholly owned subsidiary of Land OLakes, Inc. This Tender Offer Statement on Schedule TO (this Statement) relates solely to preliminaryĬommunications made before the commencement of a planned tender offer by Roman Merger Sub, Inc. Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ¨Ĭheck the appropriate box(es) below to designate the appropriate rule provision(s) relied upon: Going-private transaction subject to Rule 13e-3.Īmendment to Schedule 13D under Rule 13d-2.Ī final amendment reporting the results of the tender offer. Issuer tender offer subject to Rule 13e-4. Third-party tender offer subject to Rule 14d-1. Number, or the form or schedule and the date of its filing.Ĭheck the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.Ĭheck the appropriate boxes below to designate any transactions to which the statement relates:
Identify the previous filing by registration statement Pursuant to General Instruction D to Schedule TO, a filing fee is not required in connection with this filing because it relates solely to preliminary communications made before the commencement of a tender offer.Ĭheck the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Vice President, Assistant Secretary and General CounselĪddress, and telephone number of person authorized to receive notices and communications on behalf of filing persons) Tender Offer Statement under Section 14(d)(1) or 13(e)(1)