UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
Report (Date of earliest event reported): January 7, 2010
BUNGE
LIMITED
(Exact
name of Registrant as specified in its charter)
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Bermuda
(State
or other jurisdiction
of
incorporation)
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001-16625
Commission
File Number
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98-0231912
(I.R.S.
Employer
Identification
Number)
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50
Main Street
White Plains, New
York
(Address
of principal executive offices)
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10606
(Zip
code)
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(914)
684-2800
(Registrant’s
telephone number, including area code)
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N.A.
(Former
name or former address, if changes since last
report)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
3.02.
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Unregistered
Sales of Equity Securities.
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As previously disclosed, in
December 2009, Agroindustrial Nova Ponte Ltda. (“Nova Ponte”) and Bunge
Alimentos S.A. (“Bunge Alimentos”), two indirect wholly owned subsidiaries of
Bunge Limited (collectively, “Bunge”), entered into an agreement with Usina
Moema Participações S.A. (“Moema Par”) and its shareholders under which Bunge
will become the 100% owner of Moema Par. Moema Par is a holding company that
wholly owns one sugarcane mill in Brazil and has ownership interests in five
others (collectively, the “Moema Group”).
On January 7, 2010 and January 11,
2010, Bunge reached agreements (the “Minority Shareholder Agreements”) with the
other shareholders (the “Minority Shareholders”) in certain of the mills
comprising the Moema Group, pursuant to which Bunge will become the 100% owner
of five of the six mills that comprise the Moema Group.
Similar
to the transaction in respect of Moema Par, other than two Minority Shareholders
which will receive cash for their interests, these transactions will also be
structured as share exchanges. The Minority Shareholders, other than
those receiving cash, together with the shareholders of Moema Par, will be
entitled to receive approximately 3.5 million additional common shares of Bunge
Limited for the interests in these four mills, increasing the total number of
common shares to be issued by Bunge in connection with all of the Moema Group
transactions to approximately 10.8 million. The final number of
shares to be issued in these transactions will be based on the amount of net
indebtedness and working capital of the mills at
closing.
The common shares of Bunge
Limited to be issued at the closings of the transactions referred to herein
will be issued in a private placement in reliance upon the exemption from
registration provided by Section 4(2) of the Securities Act of
1933.
Bunge has
agreed to file a registration statement for the common shares to be issued in
respect of these transactions pursuant to certain Registration Rights and
Conditions of Transfers Agreements, which will be entered into at the closings
of the transactions, which will allow the shareholders to resell their common
shares from time to time. In addition, the shareholders have agreed,
during the 18 month period after closing, to certain volume and other
restrictions with respect to sales of their common shares.
The closings of the transactions
disclosed hereby are expected to occur within the next 90 days, subject to the
satisfaction of certain conditions.
In the coming weeks, Bunge
may reach an agreement in respect of the sixth mill constituting the Moema
Group cluster.
Bunge
issued a press release announcing the agreements with the Minority Shareholders
on January 12, 2010. A copy of the press release is attached to this
Current Report on Form 8-K as Exhibit 99.1.
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Item
9.01.
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Financial
Statements and Exhibits.
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Exhibit No.
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Description
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99.1
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Press
Release Announcing the Agreements with the
Minority Shareholders dated January 12,
2010
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Cautionary
Statement Concerning Forward-Looking Statements
This
document contains both historical and forward-looking statements. All
statements, other than statements of historical fact are, or may be deemed to
be, forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. These forward-looking statements are not
based on historical facts, but rather reflect our current expectations and
projections about our future results, performance, prospects and
opportunities. We have tried to identify these forward-looking
statements by using words including "may," "will," “should,” “could,” "expect,"
"anticipate," "believe," “plan,” "intend," "estimate," "continue" and similar
expressions. These forward-looking statements are subject to a number
of risks, uncertainties and other factors that could cause our actual results,
performance, prospects or opportunities to differ materially from those
expressed in, or implied by, these forward-looking statements. The
following important factors, among others, could affect our business and
financial performance: industry conditions, including fluctuations in supply,
demand and prices for agricultural commodities and other raw materials and
products used in our business, fluctuations in energy and freight costs and
competitive developments in our industries; the effects of weather conditions
and the outbreak of crop and animal disease on our business; global and regional
agricultural, economic, financial and commodities market, political, social and
health conditions; the outcome of pending regulatory and legal proceedings; our
ability to complete, integrate and benefit from acquisitions, including the
transactions discussed herein, dispositions, joint ventures and strategic
alliances; changes in government policies, laws and regulations affecting our
business, including agricultural and trade policies, tax regulations and
biofuels legislation; and other factors affecting our business
generally. The forward-looking statements included herein are made
only as of the date hereof, and except as otherwise required by federal
securities law, we do not have any obligation to publicly update or revise any
forward-looking statements to reflect subsequent events or
circumstances.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: January
12, 2010
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BUNGE LIMITED |
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By: |
/s/ CARLA L.
HEISS |
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Name: |
Carla L. Heiss |
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Title: |
Assistant General Counsel |
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EXHIBITS
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Exhibit No.
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Description
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99.1
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Press
Release Announcing the Agreements with the Minority Shareholders dated
January 12, 2010
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