On July 30, 2015, The Canadian Wheat Board (CWB) and G3 Global Grain Group Limited (G3 Global) completed the “commercialization” of the CWB pursuant to Part 3 of the Marketing Freedom for Grain Farmers Act, representing the end of an era for CWB. CWB was formed by Parliament in 1935 to market wheat and barley in Western Canada and to monitor grain prices for farmers. The transaction is the culmination of the Canadian government’s promise to farmers in Western Canada to commercialize the CWB and end the decades old monopoly held by the CWB to market grain for and on behalf of Western farmers.
The transaction involved: (i) the continuation of CWB (now named G3 Canada Limited) (G3 Canada’) under the Canada Business Corporations Act; (ii) the issuance of a majority stake in G3 Canada to G3 Global for a subscription price of approximately $250 million; and (ii) the issuance of a minority stake in G3 Canada having a value of approximately $249 million to CWB Farmers Equity Trust, a trust established for the benefit of farmers in Western Canada that deliver grain to G3 Canada. Immediately following closing, G3 Global made additional investments in G3 Canada to support its continued operations and growth and to enable G3 Canada to complete the acquisition of additional operating assets in Eastern Canada.
G3 Global is a joint venture between US agrifood company Bunge Limited (through its wholly owned subsidiary, Bunge Canada “Bunge”) and Saudi Agricultural and Livestock Investment Company (through its wholly owned subsidiary, SALIC Canada Limited “SALIC”).
The closing of the transaction, which was previously announced on April 15, 2015, followed the receipt of required federal and provincial regulatory approvals and exemptions.
The Bunge team was led by Meghan McMaster, Senior Counsel at Bunge North America.
Acting as external counsel to Bunge was a McMillan LLP team, led by Stephen Rigby, which included Bruce Chapple, Brett Stewart, Ratika Gandhi, Sandra Knowler, Carol Samara and Enda Wong (corporate, mergers and acquisitions), Neil Campbell and Joshua Chad, (competition), Dave McKechnie (employment and labour), Pierre Christian Hoffman, David Rosentzveig and Rosalyn Wallace (commercial real estate), Carl Irvine and Andrew Stirling (tax) and Jason Chertin (public markets).
SALIC was advised by Baker & McKenzie LLP with a team that was led by Alex Roberts and included Matt Kindree, Kim Stouffer and Ye Xia (corporate, mergers and acquisitions), Brian Segal and Randy Schwartz (tax), Arlan Gates, Nancy Hamzo and Eva Warden (competition), Jeremy Hann (employment and labour), Jonathan Cocker (environmental), Donna Walwyn (pensions and benefits) and Stephanie Vaccari (intellectual property).
The CWB team was led by Dayna Spiring, Chief Strategy Officer and General Counsel. Aikins, MacAulay & Thorvaldson LLP was external counsel to CWB, with a team led by David Filmon and including Richmond Bayes (corporate, securities), Lucia Stuhldreier (competition and transportation), Robert Sly (tax), Nigel Thompson (banking, corporate), Michelle Redekopp (pension and benefits), David Negus (employment), and Jordan Riese (corporate).
Norm Snyder of Taylor McCaffrey LLP
advised the trustees of the CWB Farmers Equity Trust.