March 11, 2010 (FinancialWire) — Viterra Inc. (TSX: VT) (OTC: VTRAF) said it has signed a definitive merger agreement with Dakota Growers Pasta Co. under which a subsidiary of Viterra will acquire all of the outstanding shares of Dakota Growers, a producer and marketer of dry pasta products in North America.

According to Viterra, an all-cash transaction, structured as a tender offer followed by a merger of a Viterra subsidiary and Dakota Growers, has been unanimously approved by the boards of both companies.

Under the terms of the agreement, a subsidiary of Viterra will launch a tender offer to purchase all outstanding shares of common stock of Dakota Growers at a price of $18.28 per share and all outstanding shares of Series D preferred stock of Dakota Growers at a price of $0.10 per share.

Dakota Growers has around 12 million shares of common stock issued and outstanding on a fully diluted basis, and around 11.3 million shares of Series D preferred stock issued and outstanding.

According to Viterra, the transaction represents a total enterprise value of $240 million, which includes equity value and anticipated net cash/debt at closing, subject to certain adjustments for transaction costs and other closing adjustments.

Dakota Growers reported revenues and EBITDA of around $275 million and $42 million respectively for the latest twelve months ended October 31, 2009.

Canada-based Viterra provides ingredients to global food manufacturers. The firm has operations across Western Canada, Australia, and New Zealand, with Adelaide, Australia as the base for Viterra’s Southeast Asian operations.

The firm’s international presence also extends to operations in the United States, offices in Japan, Singapore, China and Switzerland.

Viterra operates in the areas of grain handling and marketing, agri-products, food processing, feed products and financial services.

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