e425
Filed by Corn Products International, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Corn Products International, Inc.
Commission file Number for Registration Statement
on Form S-4: 333-152781
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Alberto Weisser
Chairman and Chief Executive Officer
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Sam Scott
Chairman, President and Chief Executive Officer |
September 30, 2008
Dear Bunge and Corn Products Colleagues,
We are pleased to report that planning for the combination of our two companies is proceeding
smoothly. On Tuesday and Wednesday of last week we held the second meeting of the integration
Steering Committee, which is comprised of Alberto Weisser and Sam Scott, CFOs Jackie Fouse and
Cheryl Beebe, and HR heads Jim Hirchak and Vicente Teixeira. At the meeting, integration sponsors
and leaders from around the world presented their teams initial findings and ideas.
Over 50 teams are currently analyzing the best way to integrate our operations on global and
regional levels. They are divided into five primary groupsNorth America; South America; Asia and
other regions; Global Growth; and General & Administrativeand are working on topics such as
distribution, IT, marketing, procurement, legal, R&D, HR and finance. The size and specific
activities of the teams vary depending upon their location and focus, but each has the same
underlying goal: identifying the approaches and ideas that will produce efficiencies and
accelerate the growth of our combined businesses.
Our confidence in the strategic value of combining Bunge and Corn Products has only grown stronger
as we have proceeded with integration planning and have had the opportunity to hear the talented
teams in our organizations discuss the growth potential in their regions, the ideas they have for
product innovation and improved customer offerings, as well as the opportunities that will be
available for employees.
Our goal is to conduct the integration carefully, correctly and candidly. This weeks meeting
provided the Steering Committee with a chance to review progress, discuss ideas and offer input.
No final decisions were made. Additional Committee meetings are scheduled for October and
November. We expect to have a clearer sense of the timetable for major decisions after these
sessions. We will keep you posted.
So where does the process stand today, and what can you expect in the coming months?
First, we expect to hold our shareholder meetings in mid to late November, and close the merger
shortly thereafter.
On the day
of the closing, Corn Products will become part of Bunge. Corn Products stockholders will
become Bunge shareholders, and Corn Products financial results will be consolidated into Bunges.
Alberto Weisser will be the combined companys chairman and CEO, and Sam Scott will join Bunges
Board of Directors. At the same time, key functionslegal, finance, HR and some commercial teams,
for examplewill work together closely to ensure that essential activities like financial
reporting, payroll and customer contacts are handled smoothly.
Beyond these changes, we do not expect many significant, near-term changes to our day-to-day
operations. Most of the integration plans in development will be implemented in the first half of
2009.
This process requires the focus of many people and will take a considerable amount of effort to
complete. We thank everyone who is involved on a day-to-day basis and all others who are
contributing their time and thoughts. The integration of our two companies is important work, but
as we move ahead, lets continue to keep our customers and businesses foremost in our minds.
Included with this letter is an FAQ document. We hope it addresses some of the questions that you
may have.
Best regards,
Alberto Weisser, Sam Scott
Cautionary Statement Concerning Forward-Looking Statements
This material contains forward-looking statements, including, among other statements, statements
regarding the proposed merger between Corn Products, International, Inc. and Bunge Limited, and the
anticipated consequences and benefits of such transaction. Statements made in the future tense,
and words such as anticipate, expect, project, continue, believe, plan, estimate,
intend, will, may and similar expressions are intended to identify forward-looking
statements. These statements are based on current expectations, but are subject to certain risks
and uncertainties, many of which are difficult to predict and are beyond the control of Corn
Products and Bunge.
Relevant risks and uncertainties include those referenced in Corn Products and Bunges filings
with the Securities and Exchange Commission (the SEC) which can be obtained as described in
Additional Information below. Risks and uncertainties relating to the proposed merger include:
required regulatory approvals may not be obtained in a timely manner, if at all; the proposed
merger may not be consummated; the anticipated benefits of the proposed merger, including
synergies, may not be realized; and the integration of Corn Products operations with those of
Bunge may be materially delayed or may be more costly or difficult than expected. These risks and
uncertainties could cause actual results to differ materially from those expressed in or implied by
the forward-looking statements, and therefore should be carefully considered. Corn Products
assumes no obligation to update any forward-looking statements as a result of new information or
future events or developments.
Additional Information
This material is not a substitute for the preliminary joint proxy statement/prospectus or any other
documents that Corn Products and Bunge have filed or will file with the SEC in connection with the
proposed merger. Investors and securityholders are urged to carefully read the preliminary joint
proxy statement/prospectus and any other relevant documents filed or to be filed by Corn Products
or Bunge, including the definitive joint proxy statement/prospectus when it becomes available,
because it will contain important information. The preliminary joint proxy statement/prospectus
is, and other documents filed or to be filed by Corn Products and Bunge with the SEC are or will
be, available free of charge at the SECs web site (www.sec.gov), from Corn Products by directing a
request to Corn Products International, Inc., 5 Westbrook Corporate Center, Westchester, Illinois
60154, Attention: Investor Relations, by accessing Bunges website at www.bunge.com under the tab
About Bunge and then under the heading Investor Information and from Bunge by directing a
request to Bunge Limited, 50 Main Street, White Plains, New York 10606, Attention: Investor
Relations.
Corn Products, Bunge and their respective directors, executive officers and other employees may be
deemed to be participants in a solicitation of proxies from the securityholders of Corn Products or
Bunge in connection with the proposed merger. Information about Corn Products directors and
executive officers is available in Corn Products proxy statement, dated April 4, 2008, for its
2008 annual meeting of stockholders and in Corn Products most recent filing on Form 10-K.
Information about Bunges directors and executive officers is available in Bunges proxy statement,
dated April 16, 2008, for its 2008 annual meeting of shareholders and in Bunges most recent filing
on Form 10-K. Additional information about the interests of potential participants is included in
the preliminary joint proxy statement/prospectus referred to above.