SÃO PAULO, BRAZIL--(Marketwire - June 28, 2012) - AGN Agroindustrial, Projetos e Participações ("AGN"), Av. Juscelino Kubistchek, 1830, Tower 1, 12th Floor, São Paulo, SP 04543-900 Brazil, announces that, pursuant to a private placement financing (the "Private Placement"), AGN subscribed for and acquired ownership of 24,226,190 ordinary shares (each, an "Acquired Share") of Rio Verde Minerals Development Corp (the "Company"), at a price of $0.42 per Acquired Share, for aggregate consideration of $10,175,000.
Prior to the completion of the Private Placement, AGN did not own any securities of the Company. Following the completion of the Private Placement, AGN beneficially owns and/or exercises control or direction over 24,226,190 ordinary shares of the Company, representing approximately 19.9% of the issued and outstanding ordinary shares of the Company on an undiluted basis.
The Private Placement was a private transaction outside of any market or other facility.
The Acquired Shares were acquired for investment purposes. AGN may, in the future, increase or decrease its ownership of securities of the Company, directly or indirectly, from time to time depending on the business and prospects of the Company and future market conditions.
In connection with the Private Placement, the Company and AGN have entered into an investor rights agreement whereby the Company has granted AGN a pre-emptive right to participate in any future equity financings to allow it to maintain its pro rata interest in the Company and the right to nominate a representative to stand for appointment to the Company's board of directors and to have such representative included in the management slate of nominees at future shareholder meetings at which directors are to be elected. The pre-emptive right and board nomination right will remain in force for so long as AGN and/or its affiliates (the "AGN Group") continues to own 10% or more of the issued and outstanding ordinary shares of the Company.
Pursuant to the investor rights agreement, AGN has agreed that for a period of one year from the date of closing of the Private Placement, the AGN Group will not, without prior written consent of the Company, (i) commence a formal take-over bid in respect of any voting securities of the Company (a "Formal Bid"), (ii) seek to obtain representation on the Company's board of directors equal to or greater than 50% of the number of directors on the board, or (iii) make a public announcement of its intention to do either of the foregoing.
Following the date that is one year from the closing of the Private Placement, neither AGN nor any member of the AGN Group will commence a Formal Bid unless, (i) AGN proposes to acquire all voting securities of the Company other than voting securities held by the AGN Group and any parties acting jointly or in concert with the AGN Group, (ii) AGN has given written notice (the "Notice") to the Company's board of directors of its intention to do so, and (iii) during the 30 day period following such notice, AGN uses its commercially reasonable efforts to negotiate in good faith with the Company's board of directors the terms and conditions of such Formal Bid mutually acceptable to both AGN and the Company. If mutually acceptable terms and conditions for such a bid are not agreed upon on the 30th calendar day following the Notice, AGN shall be free to commence a Formal Bid provided that, (i) the offer is to acquire all issued and outstanding voting securities of the Company, (ii) no securities shall be taken up or paid for prior to 35 days from the commencement of the bid, and (iii) the bid is commenced or a public announcement of such intention is made within 60 calendar days following AGN's written notice to the Company with respect to the Formal Bid (a "Permitted Bid"). Pursuant to the investor rights agreement, AGN's ability to commence a Formal Bid, as described above, will remain in force until the earlier to occur of the AGN Group ceasing to own at least 10% or more of the issued and outstanding ordinary shares of the Company and until such time as AGN commences or publicly announces its intention to commence a Permitted Bid.
An early warning report (the "EWR") will be filed on SEDAR and will be available for review at www.sedar.com under the Company's profile. A copy of the EWR can be obtained from the contact below.