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

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