Sumitomo Chemical Chile and Sumitomo Chemical Do Brasil Representações Limitada signed an agreement to acquire Nufarm Indústria Química e Farmacêutica S.A., Nufarm Colombia S.A., Nufarm S.A. and Nufarm Chile Limitada from Nufarm Limited (ASX:NUF) and Nufarm Australia Limited for approximately ¥70 billion on September 30, 2019. The deal value is payable in cash and is on a cash-free, debt-free basis and is subject to customary net working capital adjustments on completion. Under the terms of the agreement, Nufarm Australia Limited will sell Nufarm Indústria Química e Farmacêutica S.A. to Sumitomo Chemical Do Brasil Representações Limitada and Nufarm Limited will sell Nufarm Colombia S.A., Nufarm S.A. and Nufarm Chile Limitada to Sumitomo Chemical Chile. Nuseed assets are not included in the deal. Nufarm Limited has also extended its existing commercial agreements and entered into new commercial arrangements with Sumitomo Chemical Company, Limited (TSE:4005), which is the parent of Sumitomo Chemical Chile and Sumitomo Chemical Do Brasil Representações Limitada. Furthermore, Nufarm Limited and Sumitomo Chemical Company, Limited will enter into a two year supply agreement and transitional services agreement under which Nufarm will provide procurement services and continued supply of certain products to Nufarm Indústria Química e Farmacêutica S.A., Nufarm Colombia S.A., Nufarm S.A. and Nufarm Chile Limitada. Additionally, Nufarm Limited will purchase the certain amount of preference securities issued to Sumitomo Chemical Company, Limited in August 2019 at completion of the transaction. Break Fee of 1% of the enterprise value of Nufarm Indústria Química e Farmacêutica S.A., Nufarm Colombia S.A., Nufarm S.A. and Nufarm Chile Limitada is payable by Nufarm Limited for any breach of obligations to pursue the satisfaction of the conditions, material breach of the agreement, majority of Directors of Nufarm Limited changing their recommendation or Nufarm Limited accepting a superior proposal. No break fee payable if the change of recommendation by Directors of Nufarm Limited results from the independent expert not reaching the conclusion that the transaction is fair and reasonable (unless the reason for that failure is due to a superior proposal). Reverse break fee of 1% of the enterprise value of Nufarm Indústria Química e Farmacêutica S.A., Nufarm Colombia S.A., Nufarm S.A. and Nufarm Chile Limitada is payable by Sumitomo Chemical Company, Limited if it breaches its obligations to pursue satisfaction of conditions, any warranty from it becomes untrue or incorrect in any material respect or it commits a material breach of the agreement. Nufarm Indústria Química e Farmacêutica S.A., Nufarm Colombia S.A., Nufarm S.A. and Nufarm Chile Limitada collectively generated AUD 1.08 billion (¥81.1 billion) of sales and an underlying EBITDA of AUD 120 million (approximately ¥9 billion) in full year ending July 31, 2019. Sumitomo Chemical Company, Limited's Executive Vice President, Ray Nishimoto also confirmed Sumitomo Chemical Company, Limited's intention to nominate Toshikazu Takasaki for re-election to the Board of Nufarm Limited to continue to represent the interests of Sumitomo Chemical Company, Limited as a substantial shareholder in Nufarm Limited. Additionally, Nufarm Limited is restrained from hiring any staff currently employed by Nufarm Indústria Química e Farmacêutica S.A., Nufarm Colombia S.A., Nufarm S.A. and Nufarm Chile Limitada. The deal is subject to shareholders' approval of Nufarm Limited as well as competition approval by the relevant South American regulatory bodies, completion of Nufarm Limited's pre-completion corporate restructure, which includes a transfer of relevant IP from Nufarm Indústria Química e Farmacêutica S.A., Nufarm Colombia S.A., Nufarm S.A. and Nufarm Chile Limitada to Nufarm Limited and finalization of licensing agreements, lender consents of Nufarm Limited and other conditions. The transaction is unanimously recommended by the Board of Nufarm Limited (subject to there being no superior proposal for Nufarm Indústria Química e Farmacêutica S.A., Nufarm Colombia S.A., Nufarm S.A. and Nufarm Chile Limitada or Nufarm Limited and, subject to an independent expert concluding that the transaction is fair and reasonable to Nufarm Limited's shareholders other than Sumitomo Chemical Company, Limited). As of March 6, 2020, the transaction is approved by Administrative Council of Economic Defense. Completion of the transaction targeted for first half of FY20. Transaction is expected to be completed on April 1, 2020. Proceeds from the transaction will be used to pay down debt, reducing leverage (net debt / Underlying EBITDA) from c.3.0x to c.0.7x, and reduce financing costs of Nufarm Limited and its subsidiaries on a FY19 pro forma basis. The financial impact of this acquisition of shares on Sumitomo Chemical’s consolidated financial results for FY2019 is under review as of September 30, 2019. The completion of the sale will have a favorable impact on Nufarm’s financing costs and depreciation and amortization costs. UBS AG, Australia Branch acted as financial advisor, PricewaterhouseCoopers acted as independent expert and Rebecca Zwier and Luke Jedynak of Arnold Bloch Leibler acted as legal advisors to Nufarm Limited. Chris Viner, Adam Edelman, Silvia Fazio, George Gibson and Simon Meagher of Norton Rose Fulbright and Raphael Portella Chamma of Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados acted as legal advisors to Sumitomo Chemical Company, Limited, parent of Sumitomo Chemical Chile S.A. and Sumitomo Chemical Do Brasil Representações Limitada. Roberto Rudzit Neto, Adriana Guimares de Paula and Leonardo Duarte of Veirano Advogados acted as legal advisors to Nufarm. Sumitomo Chemical Chile and Sumitomo Chemical Do Brasil Representações Limitada completed the acquisition of Nufarm Indústria Química e Farmacêutica S.A., Nufarm Colombia S.A., Nufarm S.A. and Nufarm Chile Limitada from Nufarm Limited (ASX:NUF) and Nufarm Australia Limited on April 1, 2020.