Bunge Limited (NYSE:BG) entered into a definitive agreement to acquire Viterra Limited from CPPIB Monroe Canada, Inc., Danelo Limited, Venus Investment Limited Partnership, Ocorian and others for $8.1 billion on June 13, 2023. Viterra shareholders would receive approximately 65.6 million shares of Bunge stock and $2 billion in cash. Bunge will assume $9.8 billion of Viterra debt. Through this transaction, CPP Investments, parent of CPPIB Monroe Canada, Inc will receive an approximate 12% equity position in the combined company and $0.8 billion in cash upon the close of the transaction. Bunge will pay Viterra or the Sellers, as applicable, a termination fee of $400 million upon a valid termination of the Business Combination Agreement. Following the close of the transaction, the combined company will be led by Greg Heckman, Bunge?s Chief Executive Officer, and John Neppl, Bunge?s Chief Financial Officer. Viterra Chief Executive Officer David Mattiske will join the Bunge Executive Leadership Team in the role of Co-Chief Operating Officer. The merger is expected to close in mid-2024, subject to receipt of regulatory approvals and approval by Bunge shareholders. Bunge also secured a total of $8.0 billion in acquisition debt financing in the form of a $7.7 billion financing commitment from a consortium of lenders and a $300 million delayed draw term loan. As of September 27, 2023, Canadian government will review the planned merger between Bunge-Viterra, whereby the transport ministry will launch a public interest assessment of the proposed acquisition, which is expected to be completed by June 2, 2024. As of October 5, 2023, Bunge Limited's Shareholders approved the acquisition of Viterra Limited. As of April 23, 2024, Bunge and Viterra announced that the Canadian Competition Bureau has concluded its review of Bunge?s proposed acquisition of Viterra and issued its non-binding advisory report to the Minister of Transport. Transaction will be closed in Mid 2024, Once the remaining required regulatory approvals are obtained, including the receipt of Canada Transportation Act approval. The consummation of the Business Combination is not subject to the completion of the Exchange Offers or Consent Solicitations or a financing condition. As on July 3, 2024, The Competition Tribunal South Africa has approved the proposed merger, subject to a condition that is aimed at preserving competition in the marketing and supply of wheat. As on August 1, 2024, Competition Commission of India has approved the transaction. As of September 9, 2024, in connection with its pending acquisition, Bunge?s wholly-owned subsidiary, Bunge Limited Finance Corp., commenced offers to exchange all outstanding notes of certain series issued by Viterra Finance B.V. and guaranteed by Viterra and Viterra B.V., for up to $1.95 billion aggregate principal amount of new notes issued by BLFC and guaranteed by Bunge. As of October 30, 2024, the transaction is expected to close later this year, early 2025. As of January 14, 2025, Government of Canada approved the acquisition of Viterra Limited by Bunge Global. As of March 6, 2025, All Existing Viterra Notes previously tendered (and not validly withdrawn) or re-tendered (and not validly withdrawn) in an extended Exchange Offer will remain subject to such Exchange Offer and may be accepted for exchange by BLFC. Bunge expects to receive the remaining approvals and close the Business Combination in the next several months. As of May 7, 2025, the transaction is in the final stage of regulatory process. As of June 12, 2025, Bunge Global SA announced that its wholly-owned subsidiary, Bunge Limited Finance Corp. (?BLFC?), has further extended the expiration date of its previously announced (A) offers to exchange (each an ?Exchange Offer? and, collectively the ?Exchange Offers?) any. The transaction has already been cleared from regulators in the European Union and Canada, while Argentina?s approval is still pending. As of June 13, 2025, Bunge is close to securing a key ruling from Chinese regulators as they are now in the final phase of securing approval, expressing appreciation to Chinese authorities for their constructive engagement during the process. As of June 13, 2025, Bunge and each of Glencore, CPPIB and BCI entered into an amendment to the Business Combination Agreement (the ?Amendment?). Pursuant to the Amendment, and subject to the terms and conditions set forth therein, Bunge and the Designated Sellers mutually agreed to (i) set the Closing Date for the Transactions (including the Acquisition) as July 2, 2025, (ii) extend the Extended Outside Date to July 3, 2025 and (iii) subject to certain terms and conditions set forth in the Amendment, waive or deem satisfied certain conditions to the Closing of the Transactions (including the Acquisition). In addition, Bunge also agreed to waive its right to terminate the Business Combination Agreement in certain circumstances. As June 16, 2025, All regulatory closing conditions have been satisfied for the merger of Viterra with Bunge and the transaction will close in early July.

BofA Securities, Inc. is acting as financial advisor and provided fairness opinion for a aggregate fee of $25 million to Bunge and Charles Ruck, Max Schleusener, Roderick Branch, Manasi Bhattacharyya, Noah Weiss, Jason Licht, Jack Anderson, Michael Egge, Carles Esteva Mosso and John Wileur, Damara Chambers, Jeffrey Anderson, Joshua Marnitz, Maj Vaseghi and Nineveh Alkhas, Jeffrey Tochner, Heather Deixler, Danielle van der Merwe, Nicholas DeNovio, Meredith Monroe, Andrew Galdes and Drew Levin of Latham & Watkins LLP and Christian Roschmann and Lilian Toscani, Francisco Todorov and Adriana Giannini and Aline Fidelis of Tauil & Chequer Advogados in association with Mayer Brown is acting as legal counsel to Bunge. Alexander D. Lynch, Amanda Rotkel, Andrew J. Colao, Annemargaret Connolly, Barbra J. Broudy, Christopher Marks, David Avery-Gee, Dennis F. Adams III, Devon Bodoh, Douglas P. Warner, Eoghan Patrick Keenan, Gary D. Friedman, Greg Featherman, Heather L. Emmel, Lyuba Goltser, Michael J. Aiello, Olivia J. Greer, Paul J. Wessel, Shawn Brett Cooley, Timothy C. Welch, Timothy F. Burns, Michael J. Aiello, David Avery-Gee, Eoghan Keenan, Timothy Burns, Douglas Warner, Matthew D. Morton, Naomi Munz, Nathan Cunningham of Weil, Gotshal & Manges LLP advised the sellers. Wells Fargo acted as financial advisor for CPP Investments. David Oser, Thierry Burckhardt, Stefan Oesterhelt and Laetitia Fracheboud of Homburger AG acted as legal advisor to Bunge Limited. JPMorgan Chase & Co. (NYSE:JPM) acted as a financial advisor to Viterra. Computershare Inc. acted as a registrar, Innisfree M&A Inc. acted as a information agent for a fee of $30,000 to bunge. Frank Montag of Freshfields LLP (Belgium Branch), Paul van den Berg of Freshfields LLP (Amsterdam), Jamillia Ferris and Jenn Mellott of Freshfields US LLP, Ninette Dodoo of Freshfields LLP, Hong Kong and Hazel Yin of Freshfields Bruckhaus Deringer LLP acted as legal advisor to Viterra Limited.

Bunge Limited (NYSE:BG) completed the acquisition of Viterra Limited from CPPIB Monroe Canada, Inc., Danelo Limited, Venus Investment Limited Partnership, Ocorian and others on July 2, 2025. On completion, Danelo Limited, a subsidiary of Glencore has received 32.8 million shares in Bunge, representing 16.4% of the enlarged company, and around $900 million in cash, subject to later adjustment under the merger terms. Simon Felton, Johanna Murphy and Andrew Jowett of Appleby Global Services (Cayman) Limited acted as legal advisor to Bunge Limited.