Agricore United

Agricore United was a Canadian farmer-directed agribusiness headquartered in Winnipeg, Manitoba. It was created on November 1, 2001, when United Grain Growers combined its business operations with Agricore Cooperative. The company inherited deep roots in the agricultural cooperative and grain-trading institutions of Western Canada, including United Grain Growers, the Alberta Wheat Pool, and Manitoba Pool Elevators. The company operated across several connected parts of the farm economy. Its grain handling and merchandising business purchased, stored, marketed, and transported wheat, oilseeds, specialty crops, and other agricultural commodities. Grain moved through a geographically distributed network of country elevators in Western Canada and through interests in port terminals at Vancouver, Thunder Bay, and Prince Rupert. From those facilities, commodities could be supplied to domestic Canadian customers, buyers in the United States and Mexico, or overseas markets including Europe, South America, the Pacific Rim, Africa, and the Middle East. End users included flour mills, oilseed-crushing plants, feed mills, maltsters, and other processors. Agricore United also operated a substantial crop production services business. It supplied fertilizer and other crop-nutrition products, crop-protection products such as herbicides and insecticides, seed, custom application services, and agronomic advice. The company served producers through approximately 200 locations extending from Manitoba to British Columbia. Its agronomic specialists supported growers and company representatives with technical recommendations concerning crop production and input selection. A further business line produced livestock feed and premixes for dairy and beef cattle, swine, poultry, and specialty livestock. This activity was supported by seven HACCP-certified feed mills and premix facilities serving customers in British Columbia, Alberta, and Manitoba. Agricore United therefore combined cooperative agricultural distribution, grain logistics, farm-input retailing, agronomy, and feed manufacturing rather than operating solely as a grain elevator company. Agricore United was publicly traded on the Toronto Stock Exchange. Its securities included limited-voting common shares, convertible debentures, and Series A preferred shares. In late 2006 and 2007, the company became the focus of a contested takeover involving Saskatchewan Wheat Pool and James Richardson International. Agricore United initially rejected Saskatchewan Wheat Pool's stock-based proposals and later negotiated a proposed combination with James Richardson International. A subsequent bidding contest ended when Saskatchewan Wheat Pool made a higher all-cash offer of $20.50 per limited-voting share. By the end of May 2007, shareholders had tendered approximately 81 percent of the limited-voting shares, including the stake held by Archer Daniels Midland. Following shareholder approval, Agricore United became a wholly owned subsidiary of Saskatchewan Wheat Pool in June 2007. Its securities were delisted from the Toronto Stock Exchange, its chief executive Brian Hayward resigned, and Saskatchewan Wheat Pool's leadership replaced the former board. To address competition concerns, certain Agricore United grain and farm-supply facilities were sold to James Richardson International and Cargill Canada, with associated employees and inventories transferred to those purchasers. The remaining operations were integrated with Saskatchewan Wheat Pool. On August 30, 2007, Saskatchewan Wheat Pool adopted the name Viterra, and the company formerly known as Agricore United ceased to exist as an independent corporate entity.

Agricore United's history reflected the development of producer-directed grain marketing and agricultural cooperatives in Western Canada. One important predecessor, The Grain Growers' Grain Company Limited, was incorporated under Manitoba law in 1906. In 1917, it combined with The Alberta Farmers' Cooperative Elevator Company Limited to form United Grain Growers Limited, commonly known as UGG. Other predecessor institutions developed in the Prairie provinces. The Alberta Wheat Pool was incorporated in Alberta in 1923, while Manitoba Pool Elevators was incorporated in Manitoba in 1924. In 1992, United Grain Growers continued under a special Act of the Parliament of Canada. In 1998, the Alberta Wheat Pool and Manitoba Pool Elevators merged to form Agricore Cooperative Limited. On November 1, 2001, United Grain Growers combined its business operations with Agricore Cooperative. The resulting company began doing business as Agricore United. The merger created a diversified agribusiness with a large Western Canadian operating footprint and activities spanning grain procurement, elevator operations, commodity merchandising, farm inputs, agronomic support, and livestock feed. Its grain business connected farms to domestic and international end users. Agricore United operated a network of country elevators from Manitoba to British Columbia and held ownership interests in port terminals in Vancouver, Thunder Bay, and Prince Rupert. Grain, oilseeds, and specialty crops were received from producers, stored and handled through the elevator network, and marketed to processors or exported. This made the company both a local agricultural service provider and a participant in international commodity logistics. The crop production services division supplied fertilizers, crop-protection chemicals, seed, agronomic advice, and application services. The company reported offering more crop inputs in Western Canada than any other company and operated approximately 200 crop-service locations between Manitoba and British Columbia. Agronomic Crop Enhancement specialists provided technical support to growers and assisted customer-service representatives with crop-management recommendations. Agricore United also manufactured livestock feed. Its facilities produced feed for dairy and beef cattle, swine, poultry, and specialty livestock. The division included seven HACCP-certified feed mills and premix manufacturing facilities serving British Columbia, Alberta, and Manitoba. Newer feed mills in Olds, Alberta, and Edmonton, Alberta, expanded this regional manufacturing network. The company was listed on the Toronto Stock Exchange, with the symbols AU for its limited-voting common shares, AU.LV for limited-voting common shares, AU.DB for convertible 9 percent debentures, and AU.PR.A for Series A preferred shares. Its public-company status ended during a competitive takeover in 2007. In November 2006, Saskatchewan Wheat Pool and James Richardson International made competing approaches. Agricore United's board rejected initial Saskatchewan Wheat Pool proposals because they relied substantially on a share exchange and offered little or no cash. In February 2007, Agricore United and James Richardson International announced a proposed merger that would have created a publicly traded business called Richardson Agricore. Saskatchewan Wheat Pool later improved its proposal, while James Richardson International offered an all-cash alternative. Saskatchewan Wheat Pool ultimately prevailed with a $20.50-per-share all-cash offer. By the end of May 2007, holders had tendered roughly 81 percent of the limited-voting shares, exceeding the 75 percent threshold required to change the company's corporate structure. Archer Daniels Midland, which held approximately 28 percent of Agricore United at the time, also tendered its shares. After a June shareholders' meeting, Agricore United became a wholly owned subsidiary of Saskatchewan Wheat Pool. Chief executive Brian Hayward resigned, the former board was replaced, and the company's securities were delisted from the Toronto Stock Exchange on June 20, 2007. The integration required divestitures to satisfy Canadian competition authorities. James Richardson International received a termination payment of $35 million and acquired a number of Agricore United grain and farm-supply facilities. Cargill Canada acquired additional facilities through a related arrangement with Saskatchewan Wheat Pool. Employees and inventories at affected locations moved to the purchasing companies. The remaining business was integrated with Saskatchewan Wheat Pool. On August 30, 2007, Saskatchewan Wheat Pool changed its name to Viterra, and Agricore United ceased to exist as a separate company.

• 2007

  Saskatchewan Wheat Pool acquires Agricore United

  [1]Agricore Uniteden.wikipedia.org

  An all-cash Saskatchewan Wheat Pool offer prevailed, and Agricore United became a wholly owned subsidiary after shareholder approval.

• 2007

  Agricore United ceases to exist as an independent company

  [1]Agricore Uniteden.wikipedia.org

  On August 30, Saskatchewan Wheat Pool adopted the Viterra name, completing the corporate transition that ended Agricore United as a separate entity.

• 2006

  Competing takeover bids emerge

  [1]Agricore Uniteden.wikipedia.org

  Saskatchewan Wheat Pool and James Richardson International began competing to acquire Agricore United.

• 2001

  Agricore United is established

  [1]Agricore Uniteden.wikipedia.org

  United Grain Growers combined its business operations with Agricore Cooperative on November 1, creating Agricore United.

• 1998

  Agricore Cooperative is created

  [1]Agricore Uniteden.wikipedia.org

  The Alberta Wheat Pool and Manitoba Pool Elevators merged to create Agricore Cooperative Limited.

• 1992

  United Grain Growers continues under federal special legislation

  [1]Agricore Uniteden.wikipedia.org

  United Grain Growers continued under a special Act of the Parliament of Canada.

• 1924

  Manitoba Pool Elevators is incorporated

  [1]Agricore Uniteden.wikipedia.org

  Manitoba Pool Elevators was incorporated under Manitoba law and later became part of the Agricore lineage.

• 1923

  Alberta Wheat Pool is incorporated

  [1]Agricore Uniteden.wikipedia.org

  The Alberta Wheat Pool was incorporated under Alberta law, later becoming part of the Agricore lineage.

• 1917

  United Grain Growers is formed

  [1]Agricore Uniteden.wikipedia.org

  The Grain Growers' Grain Company and The Alberta Farmers' Cooperative Elevator Company amalgamated to form United Grain Growers Limited.

• 1906

  Grain Growers' Grain Company is incorporated

  [1]Agricore Uniteden.wikipedia.org

  The Grain Growers' Grain Company Limited, an important predecessor in Agricore United's corporate ancestry, was incorporated under Manitoba law.

A Western Canadian, farmer-directed agribusiness integrating grain logistics and merchandising with farm inputs, agronomy, and livestock feed.

• Agricultural supply-chain services

  Grain handling and merchandising

  Agricore United bought, received, stored, marketed, and transported grain, oilseeds, and specialty crops. Its country-elevator network extended from Manitoba to British Columbia, while port-terminal interests supported exports through Vancouver, Thunder Bay, and Prince Rupert. The business served domestic Canadian, United States, and Mexican processors as well as overseas customers in multiple regions.

• Farm inputs and agronomy

  Crop production services

  This business supplied crop nutrition products, including fertilizers, crop-protection products such as herbicides and insecticides, seed, agronomic support, and custom application services. Its network of about 200 locations served Western Canadian growers, with agronomic specialists helping producers and representatives evaluate crop-production practices and input choices.

• Animal nutrition

  Livestock feed and premixes

  Agricore United formulated and manufactured feed for dairy and beef cattle, swine, poultry, and specialty livestock. The business included seven HACCP-certified feed mills and premix facilities serving British Columbia, Alberta, and Manitoba. Its network included feed mills in Olds and Edmonton, Alberta.

• 2007

  Accept Saskatchewan Wheat Pool's all-cash acquisition offerM&A

  Background

  Agricore United faced competing proposals from Saskatchewan Wheat Pool and James Richardson International after rejecting earlier Saskatchewan Wheat Pool offers that relied largely on a share exchange.

  Action taken

  Shareholders tendered approximately 81 percent of the limited-voting shares to Saskatchewan Wheat Pool at an all-cash offer of $20.50 per share. The tender exceeded the corporate-structure threshold, allowing Agricore United to become a wholly owned subsidiary.

  Aftermath

  The former chief executive and board departed, the securities were delisted, selected facilities were sold to James Richardson International and Cargill Canada to address competition concerns, and the remaining business was integrated into the company later known as Viterra.

  Per-share acquisition offer. CAD 20.50 per limited-voting share (2007)

  • James Richardson International — It pursued an alternative all-cash acquisition, announced a proposed Richardson Agricore combination, and received a CAD 35 million termination fee after Saskatchewan Wheat Pool prevailed.
  • Cargill Canada — It acquired certain Agricore United grain and farm-supply facilities as part of arrangements intended to satisfy Canadian competition requirements.

  Source

1. 1Agricore Uniteden.wikipedia.org