e425
Corn Products/Bunge
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 No.: 001-13397
Employee Q+A
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What are the benefits of this transaction? |
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This transaction will create a stronger company with a more a diversified revenue
stream. Corn Products fits Bunges strategy to add high value products to its
portfolio and Bunge gives us the ability to accelerate our strategies of excelling in
our base business and growing geographically. |
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A merger with Bunge at this time is a compelling strategic and financial fit for
our Company and the best path to take for our stakeholders. The companies
complementary global asset networks create growth and efficiency opportunities. |
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Corn Products and Bunge are both leaders in their market segments. By combining the
two companies, we have the opportunity to develop new customer relationships and
strengthen existing ones by offering a broader product portfolio and by integrating
distribution. |
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The goal is to create a larger, stronger and more diverse company with more
opportunities for the enterprise and our employees and expand resources for our
employees worldwide. |
2. |
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Dont they already have a corn milling business? How will our business be affected? |
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Corn Products and Bunge both participate in the corn value chain, but in
complementary businesses. |
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Bunge is an originator and exporter of corn and operates a corn dry milling
business in North America. Corn Products is a leading global refiner of corn using a
wet milling process that produces sweeteners, starches and co-products like refined
corn oil and corn meal and gluten. |
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Both companies serve customers in the food processor, brewing, confectionary,
bakery and animal feed industries, so there will be opportunities to deepen our
relationships with current customers and gain new ones. |
3. |
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What is the plan for integrating the two companies? |
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An integration team composed of representatives of both companies will be formed to
study the best way to integrate Corn Products operations into Bunge. |
Corn Products/Bunge
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We will consider all decisions in a thorough, fair and transparent manner and keep
employees informed throughout the process. |
4. |
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How will the transaction impact our current operations? How will it affect my job? |
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There will be no immediate impact. |
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Corn Products operations complement Bunges existing businesses. Therefore, we
expect less impact on jobs than would be the case of merging with a business with more
overlapping operations. |
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Employees should continue to move forward with the goals that we have set for the
year including continuing to improve safety and productivity, building our customer
relationships and growing our core businesses. |
5. |
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Will any of our operations be moving? Will I have to relocate? |
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Corn Products and Bunge both have strategically placed their assets to support their
businesses. The integration team will assess the joint operations and make suitable
recommendations. |
6. |
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Will jobs be cut once the companies are combined? |
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Corn Products operations complement rather than overlap Bunges existing businesses,
so we anticipate few job cuts in field operations. |
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It may be necessary to eliminate some administrative positions where duplicate
responsibilities exist. Bunge will treat all affected employees fairly and in accordance
with local customs and regulations. |
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As the integration process proceeds, there will be a clearer understanding of staffing
needs. In keeping with our core value of respect, we will inform employees of integration
efforts and decisions regarding jobs in a timely manner. |
7. |
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How will this affect my compensation and benefits? (401K, health, equity incentives, pension,
time off) |
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There will be no immediate changes to your benefits package. Bunge and Corn Products
offer their employees competitive benefits packages, and the integration team will
carefully review both before making any recommendations. We will communicate any decisions
to employees once they are made. |
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Corn Products/Bunge
8. |
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Will this transaction create job growth or result in a hiring freeze? |
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Bunge has indicated that they will continue to staff their operations as needed,
looking for the best qualified candidates internally, then externally. |
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Combining the two companies builds a stronger, more diverse company, so we anticipate
growth opportunities for employees in both companies. |
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Did Corn Products alert my union leadership about this acquisition? Will Bunge honor our
current union contracts? |
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We are following appropriate protocols with unions and we anticipate that Bunge will
honor our current union contracts. |
10. |
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How will this affect my customers? What should I tell them? |
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In the near-term, there should be no changes to our daily operations or our customer
relationships. |
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Ultimately, we believe the combined company will provide our customers with a stronger
business partner that can efficiently provide a wider variety of products and services. |
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You can tell them that it is business as usual at Corn Products and that we will keep
them informed of any changes that may affect them. |
11. |
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Will Corn Products and/or its subsidiaries change their brands? |
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Bunge has advised us that the plan is to keep our brands as they are. |
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Will Corn Products still maintain its operational headquarters outside of Chicago? |
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Yes, Corn Products will maintain its operational headquarters in Westchester, IL. |
13. |
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What happens if the transaction doesnt close? |
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With Bunges established track record of successfully completing disciplined
acquisitions, we fully expect the transaction to close. |
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If, for some reason it does not, Corn Products would continue to build on our success
in our existing businesses and look for additional opportunities that complement our
current product offerings. |
14. |
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May I talk to friends or former colleagues I have at Bunge? |
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For now, Corn Products and Bunge remain separate companies and, as such, employees at
Bunge and Corn Products should talk to one another only in the normal course of business
or otherwise at the specific direction of the integration team. |
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Corn Products/Bunge
15. |
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Where can I go with specific questions and concerns? |
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You can direct specific questions and concerns to your manager or supervisor. If he or
she cannot answer your question, it will be forwarded to the integration team. |
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As we move forward with the integration, we will be setting up a number of
communications channels to help keep employees apprised of integration efforts and
decisions in a timely manner. |
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For more information about Bunge, you can visit www.Bunge.com. |
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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 joint proxy statement/prospectus and any other documents
Corn Products International, Inc. and Bunge Limited intend to file with the SEC in connection with
the proposed merger. Investors and securityholders are urged to carefully read the joint proxy
statement/prospectus regarding the proposed merger when it becomes available, because it will
contain important information. The joint proxy statement/prospectus will be, 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), by accessing Corn Products website at
www.cornproducts.com under the tab Investors and then under the heading Financial Reports and
then under the heading SEC Filings and from Corn Products by directing a request to Corn Products
International, Inc., 5 Westbrook Corporate Center Westchester, IL 60154, Attention: Investor
Relations, and 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, NY 10606, Attention: Investor Relations.
Neither Corn Products nor Bunge is currently engaged in a solicitation of proxies from the
securityholders of Corn Products or Bunge in connection with the proposed merger. If a proxy
solicitation commences, Corn Products, Bunge and their respective directors, executive officers and
other employees may be deemed to be participants in such solicitation. 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 will be included in the joint proxy statement/prospectus when
it becomes available.
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