While Viterra bidding war raged, CEO denied it

When Viterra Inc. chief executive Mayo Schmidt was asked in a BNN interview on March 9 if his company had been approached about a takeover, Schmidt was adamant.

"No, no. We haven't been approached," he said.

It turns out Canada's biggest grain handler had not only been approached but was in the midst of an intense bidding war that had been raging behind the scenes for weeks. Details of the bidding have emerged in a circular being sent to Viterra (VT-T) shareholders in preparation for a meeting on May 29 to approve an all-cash offer from Swiss commodities trader Glencore International PLC worth $16.25 a share.

According to the circular, Viterra's board received its first offer from an unnamed company called Bidder 2 on Feb. 6, for between $14 and $14.50 a share in cash. Another offer, from Bidder 1, came in on Feb. 22 at around the same price. Viterra's shares were trading around $10.32 at the time. Glencore came forward in early March along with yet another company, called Bidder 3 in the filing.

By the time Schmidt appeared on BNN, he and company directors had been in discussions with all four bidders and Schmidt had reached out to yet another company to see if it was interested in bidding (that unnamed company declined). None of the bidders other than Glencore are named in the document but the other offers are believed to have come from U.S. agriculture giants Archer Daniels Midland Co. and Bunge.

Schmidt has yet to explain why he made the comment on TV. The company did issue a terse press release within hours of his appearance saying that it had "received expressions of interest from third-parties". A company spokeswoman would only say Monday that it was "an intense time" and reiterated that the company tried to clear things up as quickly as possible with the press release.

Throughout March, Viterra provided few public details about the bidding but the circular reveals much was going on behind the scenes. One more unnamed bidder emerged on March 13, bringing the total number of companies that had at least considered buying Viterra to six including Glencore. The circular also shows that Glencore bid $16.25 cash on March 18 and changed some other terms in its offer. By then, Bidder 3 had formed a consortium with Bidder 4 while Bidders 1 and 2 remained in the hunt as well. On March 19, the board gave Glencore a 24-hour exclusivity agreement to finalize a deal. When word of that leaked out, Viterra issued a press release confirming that it had "entered into exclusive negotiations with a potential acquirer".

On March 20, Viterra's board approved the final deal with Glencore and the two companies issued a joint release.