Ag Services of America to be Acquired by Rabobank Group.Business Editors CEDAR FALLS Cedar Falls, city (1990 pop. 34,298), Black Hawk co., N Iowa, on the Cedar River; inc. 1854. It developed as a milling center in the late 19th-century after the coming of the railroad; its name is derived from the cedar tree. , Iowa--(BUSINESS WIRE)--Nov. 3, 2003 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) (= ) announced today that Rabobank International, the corporate and investment banking arm of the Netherlands-based Rabobank Group, has entered into a definitive agreement to acquire the Company. Under the terms of the agreement, Rabobank would purchase 100% of the common stock of Ag Services in an all cash transaction, at a price of $8.50 per common share of the Company's stock, a premium of approximately 39% over the closing price of $6.12 on October 31, 2003. This price values the total issued shares of Ag Services at approximately $47 million. The acquisition is anticipated to close on or about December 31, 2003, subject to Ag Services shareholder approval and Dutch Central Bank approval. Headquartered 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. , Ag Services provides operating credit to producers and administers financing programs for input retailers and suppliers in agricultural markets throughout the central United States The Central United States is sometimes conceived as between the Eastern United States and Western United States as part of a three-region model, roughly coincident with the Midwestern United States plus the western and central portions of the Southern United States; the term is . For the 2003 crop season the Company originated approximately $265 million in loans and has 116 employees. The acquisition of Ag Services of America is a part of Rabobank's strategy of exporting its core competencies in retail banking and agricultural lending from its home market (The Netherlands) to the most promising markets around the world. This purchase builds upon recent U.S. acquisitions including VIB VIB Vibration VIB Verliebt in Berlin (German soap opera: In love in Berlin) VIB Vlaams Interuniversitair Instituut Voor Biotechnologie (Flanders Interuniversity Institute for Biotechnology) Corp of California and Lend Lease Agri-Business of St. Louis, Missouri. As one of the largest agricultural banks in the world, all three acquisitions are expected to increase and strengthen Rabobank's direct access to U.S. agricultural markets and enhance its U.S. retail banking business. Cor Broekhuyse, Regional Head of the Americas for Rabobank International, said, "We are very pleased about the acquisition of Ag Services, which complements our previous investments in VIB and Lend Lease (now RaboAgrifinance). We will now be able to effectively deliver all the financing products that our farming clients need, both short term and long term." "Given Rabobank's dedication to agriculture, we are excited to become part of a group that closely represents the ideals we have based our company on for the past 18 years," stated management for Ag Services of America. "Standard and Poor's Noun 1. Standard and Poor's - a broadly based stock market index Standard and Poor's Index and Moody's have given Rabobank the highest credit rating possible for more than 15 years making it one of the most financially stable institutions in the world. While growers have found significant value in our credit products in the past, becoming part of a global ag network with immense resources and financial stability will enhance our business and allow us to re-focus our resources and talents on even more competitive products and services to meet the growing needs of commercial producers." Ag Services of America also announced that it has reached a separate agreement with Rabobank to provide a $215 million line of credit. This line of credit will be immediately available for the Company to begin making loan commitments for the 2004 crop year. Rabobank in the US The Rabobank Group's U.S. operations, Rabobank International USA (http:/www.rabobank.com), offer corporate and investment banking services, primarily in the food and agriculture industry, through offices in 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 , Atlanta, Chicago, Dallas and San Francisco. Through Valley Independent Bank (http://www.vibank.com), Rabobank offers retail banking services in California. DLL (1) See data link layer. (2) (Dynamic Link Library) An executable program module in Windows that performs one or more functions at runtime. DLLs are not launched by the user; they are called for by an executable program or by other DLLs. USA, another U.S. member of the Rabobank Group, (http://www.delagelanden.com) offers leasing and vendor financing Vendor Financing The lending of money by a company to one of its customers so that the customer can buy products from it. By doing this, the company increases its sales even though it is basically buying its own products. , and Robeco (http://www.robeco.com) offers a wide range of investment and advisory products through its subsidiaries Weiss, Peck & Greer, Harbor Capital and Sage Capital. About Ag Services of America, Inc. Ag Services of America, Inc. (http://www.agservices.com) is one of the leading providers of crop input financing and agricultural services 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 central U.S. The Company offers competitive and flexible financing packages through its primary product, AgriFlex Credit(R). 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; changes in agricultural regulations; unknown risks; timing and/or probability of consummating the Rabobank transaction; an unexpected vote by shareholders rejecting the Rabobank transaction; an unexpected withdrawal by Rabobank of the investment offered; 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 or www.rabobank.com |
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