Ag Services Announces Planned Equity Infusion.Business Editors CEDAR FALLS, Iowa--(BUSINESS WIRE)--Nov. 14, 2002 Ag Services of America, Inc. (NYSE NYSE See: New York Stock Exchange :ASV ASV abbr. Bible American Standard Version ASV n abbr (= American Standard Version) → traduction de la Bible ASV n abbr (Bible) (= ) and American Securities Capital Partners, L.P. (ASCP ASCP American Society of Clinical Pathologists. ) announced today that they had signed a letter of intent under which ASCP will invest up to $70 million in Ag Services in exchange for preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. and warrants exercisable at $10.50 per share representing a 51.7 percent interest in Ag Services. Ag Services, based in Cedar Falls, Iowa Cedar Falls is a city in Black Hawk County, Iowa, United States, and it is home to one of Iowa's three public universities, the University of Northern Iowa. The population was 36,145 at the 2000 census. , is a leading provider of agricultural supplies and financing to farmers. The Company had said earlier this month that it had retained Rabobank International to consider the sale of or strategic investment in the Company. The letter of intent contemplates that ASCP, a New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of private-equity investment firm, will contribute up to $70 million in three annual payments; the first payment of $35 million is expected on or before February 28, 2003, subject, among other things, to satisfactory completion of due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired. and Ag Services arranging for long-term financing Long-term financing Liabilities repayable in more than one year plus equity. . The second and third payments are conditional upon Ag Services achieving certain economic thresholds. ASCP will have voting control of Ag Services after the initial funding. Definitive terms of the proposed transaction have yet to be determined. The executive team of Ag Services believes this transaction will position the Company to leverage its enhanced capital base and expand its services to its marketplace. In addition to increased borrowing capacity, Ag Services is expected to achieve the benefits of scale in borrowing rates and leverage ratios resulting in increased growth and profitability. Ag Services executive team also believes that ASCP understands its business and recognizes that the doubling of its capital base will better position the Company to take full advantage of the substantial growth opportunities that exist. "We are impressed with the specialty finance business model of Ag Services and the caliber of the management team," said Michael G. Fisch, president of ASCP. "Because of the leading position the company has built in the agriculture supply financing sector, we believe that Ag Services offers a compelling business proposition to its customers and, accordingly, superior growth prospects over the years to come." The transaction is subject to shareholder vote and is expected to close on or before Ag Services' fiscal year end February 28, 2003. For the six months ended last August 31, Ag Services reported revenues of $360.5 million, a 31 percent increase from the year earlier period, and net income of $4.7 million, a 21 percent increase. Rabobank International is acting as financial advisor to the Company. George K. Baum & Company is advising ASCP. American Securities Capital Partners is the private-equity investment arm of American Securities, a family office founded in 1947 by the late William Rosenwald, to manage his share of his family's Sears Roebuck fortune. ASCP is currently investing its third private-equity investment fund with outside investors, a fund with commitments of $650 million that was raised in 2001. (See www.american-securities.com.) Ag Services of America, Inc. is based in Cedar Falls, Iowa, and is a leading supplier of crop input financing and agricultural inputs, including seed, chemicals and fertilizers to primarily corn and soybean soybean, soya bean, or soy pea, leguminous plant (Glycine max, G. soja, or Soja max) of the family Leguminosae (pulse family), native to tropical and warm temperate regions of Asia, where it has been growers in the U.S. The Company's one-stop shopping business model includes competitive and flexible financing packages through its AgriFlex Credit(R) program combined with the most comprehensive offering of agricultural inputs from national sources such as Asgrow, BASF BASF Bar Association of San Francisco (since 1872; San Francisco, California) BASF Badische Anilin und Soda Fabrik (German chemical products company) BASF Builders Association of South Florida , Dekalb, Dow AgroSciences, DuPont, Garst, Monsanto, Syngenta and Pioneer Hi-Bred. The Company also administers additional financing programs for various suppliers, manufacturers and distributors in the agricultural industry and provides ancillary services such as crop insurance and grain marketing. The Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995 provides a "safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. " for forward-looking statements. This release contains forward-looking statements based on current expectations that involve a number of risks and uncertainties. The factors that could cause actual results to differ materially, include the following: general economic conditions within the agricultural industry; competitive factors and pricing pressures; changes in product mix; changes in the seasonality of demand patterns; changes in weather conditions; changes in agricultural regulations; unknown risks; the amount and availability under its asset backed securitization program; and the risks described from time to time in the Company's SEC reports. AgriFlex Credit is a registered trademark of Ag Services of America, Inc. All other trademarks or product names are the property of their respective owners. For more information visit www.agservices.com. |
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