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Land O’Lakes to acquire Ceres in cash tender offer

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Staff writer ▼ | June 18, 2016
Land O’ Lakes
Acquisition   $0.40 per Ceres share

Land O’ Lakes will acquire all of the outstanding capital stock of the biotech company Ceres in a transaction valued at approximately $17.2 million including amounts payable to holders of certain warrants to acquire Ceres common stock.

Under the terms of the merger agreement, Land O’Lakes through its wholly owned subsidiary, Roman Merger Sub will commence a tender offer for all outstanding shares of Ceres common stock for $0.40 per share, in cash.

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.

Upon completion of the transaction, Ceres will become a wholly owned subsidiary of Land O’Lakes and will complement Forage Genetics International (FGI), a Land O’Lakes subsidiary, and bring new advanced plant breeding and biotechnology to FGI’s research and development pipeline.

Each of Ceres’ directors and certain of Ceres’ officers, who collectively beneficially own shares representing approximately 1.16% of Ceres’ outstanding common stock, have enterd into tender and support agreements with Land O’Lakes to tender their shares of Ceres common stock to the offer.

O’Lakes will fund the transaction with cash on hand. The transaction is not subject to any financing contingency.

Closing of the tender offer and merger is subject to certain customary conditions, including the tender in the tender offer of more than 50 percent of all outstanding shares of Ceres common stock. The transaction is also subject to other customary closing conditions.

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