ONE HUNDRED
PERCENT
COOPERATION PAYS OF F
De Lage Landen
The Nufarm team
What:Takeover by Nufarm Limited of the remaining 51 percent of Agripec
Australian company Nufarm Limited, a global
player in the field of agriculturai chemicals,
has been a good dient of Rabobank Aus-
tralia for over 12 years. In 2004, the company
sought to expand its activities in important
agriculturai areas and seized the opportunity
to acquire 49% of the Brazilian company
Agripec.
"In May 2007, Nufarm announced that it
wanted to acquire the 51% of Agripec it
didn't own", explains Mark Cox of the Rabo
bank office in Melbourne. 'The acquisition
price amounted to 350 million Brazilian Real,
around US$ 210 million. Nufarm discussed the
financial part of the takeover with three of its
most important international lenders, includ-
ing Rabobank".
It took some time to organise the financ-
ing structure, explains Cox. The money was
loaned in Brazilian Real in Brazil, but the
different Nufarm companies which operate
in some 30 countries needed to stand surety
for the loan. The local tax liability had to be
minimised and the takeover sum proposed
to our Brazilian takeover party could not be
exceeded. All this had to be arranged within
the relatively short period of eight weeks".
It quickly became clear that Rabobank Brazil,
because of its limited Legal Lending Limit,
could only finance 50% of the amount needed
for Nufarm. Mark Cox continues, "We con-
sidered having the United States or Curacao
finance the remainder, but due to the high
taxes which would then need to be paid, we
decided to ask De Lage Landen in Brazil for the
remaining 50%. This Rabobank subsidiary with
offices in over 25 countries - including Brazil
- is internationally specialised in Asset Finance
and Vendor Finance, and targets the Food
Agriculture sector. Their contribution was cru-
cial in closing the takeover".
It was important for the amount to be made
available in US dollars. Cox: This was to keep
the tax liability as low as possible. Subsequently,
these dollars had to be converted into Brazilian
Real to close the deal.To achieve this, we called
on Rabobank Brazil Treasury".
And then it turned out that new documents
had to be drawn up for the loan to meet the
legal requirements applicable in Brazil. Mark
Cox: "We could not incorporate the loan in the
existing documents which we already had for
the loans to Nufarm. On top of that, the new
documents had to be drawn up in Portuguese.
The Rabobank Legal department in Brazil was
able to supply the documents and also con-
ducted the negotiations with Nufarm's Brazilian
lawyers".
Mark Cox looks backon the deal with satisfac-
tion. "It was an enormous deal that needed
tight management. We faced a short deadline,
currency conversions and on top of that a time
difference of 12 hours. But all team members
took 100% responsibility to make this deal a
success. We had every reason to be
proud".
Mark Cox
Australia Relationship Management
Mark Cox, Phil Streten - Australia Relationship
Brazil Relationship Management
Jan van der Enge
Australia Corporate Credit
Daniël Ling, Steve Scott
Australia Corporate Legal
Anthony Byrnes
Brazil Corporate Legal
Renata Cardosa, Gustavo Oubinha
Brazil Treasury Sales
Berenice Damke, Sergio Nakashima
DLL Brazil
Maarten Viskaal, David Figueiredo
Brazil Operations
Eduardo Pazin, Jones Branco and Divaldo Barbosa
ISSUE 15 JANUARY 2008 THE WORD 27