BG 8-K
Bunge Global SA (BG)
8-K
2025-06-13
For: 2025-06-13
View Original
Added on
April 09, 2026
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
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(Exact name of registrant as specified in its charter)
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(State of Incorporation) | ||
(Commission File Number) | (IRS Employer Identification Number) | |||||||
| N.A. | ||||||||
(Address of principal executive offices and zip code) | (Zip Code) | |||||||
1391 Timberlake Manor Parkway Chesterfield, MO | 63017 | |||||||
(Address of corporate headquarters ) | (Zip Code) | |||||||
( | ||||||||
(Registrant's telephone number, including area code) | ||||||||
| N.A. | ||||||||
| (Former name or former address, if changed since last report) | ||||||||
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:
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)) | |||||
Securities registered pursuant to Section 12(b) of the Act: | ||||||||
Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Introductory Note
As previously announced, Bunge Global SA, a Swiss corporation (“Bunge”) (successor in interest to Bunge Limited, an exempted company limited by shares incorporated under the laws of Bermuda), entered into a Business Combination Agreement, dated June 13, 2023 (the “Business Combination Agreement”), with Viterra Limited, a private company limited by shares incorporated under the laws of Jersey (“Viterra”), Danelo Limited, a company incorporated in Jersey with registration number 119668 (“Glencore”), CPPIB Monroe Canada, Inc., a company incorporated in Canada with registration number 968142-6 (“CPPIB”), Venus Investment Limited Partnership, a limited partnership formed under the laws of the Province of Manitoba, Canada (“BCI”), and Ocorian Limited, a company incorporated in Jersey in its capacity as trustee of the Viterra Employee Benefit Trust, a trust for the benefit of certain current and former service providers of Viterra (collectively with Glencore, CPPIB and BCI, the “Sellers” and each individually, a “Seller”). Capitalized terms used but not defined in this Current Report on Form 8-K shall have the respective meanings ascribed to such terms in the Business Combination Agreement.
Item 1.01 Entry into a Material Definitive Agreement.
Business Combination Agreement
On June 13, 2025, Bunge and each of Glencore, CPPIB and BCI (collectively, the “Designated Sellers”) entered into an amendment to the Business Combination Agreement (the “Amendment”). Pursuant to the Amendment, and subject to the terms and conditions set forth therein, Bunge and the Designated Sellers mutually agreed to (i) set the Closing Date for the Transactions (including the Acquisition) as July 2, 2025, (ii) extend the Extended Outside Date to July 3, 2025 and (iii) subject to certain terms and conditions set forth in the Amendment, waive or deem satisfied certain conditions to the Closing of the Transactions (including the Acquisition). In addition, Bunge also agreed to waive its right to terminate the Business Combination Agreement in certain circumstances.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 2.2 hereto, and the terms of which are incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On June 13, 2025, Bunge and the Sellers received the required approvals for the closing of the Transactions (including the Acquisition) from each of the State Administration for Market Regulation of the People’s Republic of China and the Federal Economic Competition Commission of the United Mexican States. Accordingly, all conditions to closing with respect to antitrust and foreign direct investment laws have been satisfied in accordance with the terms and conditions of the Business Combination Agreement. Subject to the satisfaction of the remaining conditions to closing, as modified by the Amendment, Bunge and the Sellers expect to consummate the Transactions (including the Acquisition) on July 2, 2025.
The information furnished under Item 7.01 in this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing made by Bunge under the Securities Act of 1933, as amended, or the Exchange Act, except as set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d): Exhibits.
| Exhibit No. | Description | ||||||||||
| Business Combination Agreement, dated as of June 13, 2023, by and among Bunge Global SA (successor in interest to Bunge Limited), Viterra Limited, and the Sellers listed therein (incorporated by reference to Exhibit 2.1 to Bunge’s Current Report on Form 8-K filed June 15, 2023) | |||||||||||
| Amendment to the Business Combination Agreement, dated as of June 13, 2025, by and between Bunge Global SA and each of Glencore, CPPIB and BCI | |||||||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||||||||
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.
Date: June 13, 2025
| BUNGE GLOBAL SA | |||||
By: | /s/Lisa Ware-Alexander | ||||
Name: | Lisa Ware-Alexander | ||||
Title: | Secretary | ||||
1391 Timberlake Manor Pkwy Chesterfield, MO 63017
314-292-2000 | bunge.com
| Execution Version | ||
Viterra Limited
c/o Viterra B.V.
Blaak 31
3011 GA Rotterdam, Netherlands
Attn: Peter Mouthaan, Chief Financial Officer
Email: [***]
Venus Investment Limited Partnership
750 Pandora Ave
Victoria, British Columbia, Canada
V8W 0E4
Attn: Lincoln Webb
Email: [***]
Danelo Limited & the Viterra Employee Benefit Trust
Baarermattstrasse 3, PO Box 6341
Baar
Switzerland
Attn: Shaun Teichner
John Burton
Email: [***]
[***]
CPPIB Monroe Canada, Inc.
One Queen Street East, Suite 2500
Toronto, ON M5C 2W5
Email: [***]
Re: Agreement re: Certain Pre-Closing Matters
To Viterra and the Designated Sellers:
Reference is made to that certain Business Combination Agreement (as amended or modified from time to time, the “Business Combination Agreement”), dated as of June 13, 2023, by and among (i) Bunge Limited (“Bunge”), (ii) Viterra Limited (“Viterra”), (iii) Danelo Limited, (iv) CPPIB Monroe Canada, Inc., (v) Venus Investment Limited Partnership and (vi) Ocorian Limited, as trustee of the Viterra Employee Benefit Trust. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Business Combination Agreement. Section references used herein refer to sections of the Business Combination Agreement.
This letter agreement reflects the undersigned parties’ mutual agreement and understanding of certain matters with respect to (i) setting the Closing Date, (ii) amending the Business Combination Agreement to extend the Extended Outside Date and (iii) satisfaction of the closing conditions. Effective as of the date hereof, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties intending to be legally bound hereby agree as follows:
(A) Closing Date, Extended Outside Date and Conditions to Closing.
1.Closing Date. Pursuant to Section 1.1(a)(ii), Bunge and Viterra may mutually agree in writing to set a Closing Date other than as provided in Section 1.1(a)(i). Subject to Section A(2) and Section A(3) of this letter agreement, Bunge and Viterra hereby mutually agree to set the Closing Date based on the date of complete satisfaction of the regulatory conditions set forth in Section 8.1(b) and Section 8.1(c) as the date set forth in the right column under “Mutually Agreed Closing Date”; provided that on such date of satisfaction of the regulatory conditions set forth in Section 8.1(b) and Section 8.1(c), each of the other conditions to Closing is capable of being satisfied on such date:
| Date of Satisfaction of Conditions Set Forth in Section 8.1(b) and 8.1(c) | Mutually Agreed Closing Date | ||||
| By or before 11:59 p.m. New York City time on July 1, 2025 | July 2, 2025 | ||||
For the avoidance of doubt, except as contemplated by Section A(3) of this letter agreement, in the event that any of the conditions to Closing set forth in Section 8.1 or Section 8.3 is not satisfied on July 2, 2025, then Bunge shall not be obligated to effect the Closing on July 2, 2025.
2.Extended Outside Date. Pursuant to Section 10.1, each of Bunge and the Designated Sellers hereby agree to amend the Business Combination Agreement to add the following proviso to Section 9.1(c) after the third proviso in Section 9.1(c) effective as of the date hereof:
“provided, further, that at the expiration of the Extended Outside Date of June 13, 2025, the Extended Outside Date shall be further extended to July 3, 2025;”
3.Closing Conditions. Except as set forth below in this Section A(3), pursuant to Section 10.1, Bunge hereby agrees, provided that each of the other conditions to Closing is capable of being satisfied on such date:
(a) to waive or deem satisfied in full the conditions to Closing set forth in Section 8.3, subject to (x) delivery at the Closing of all items required to be delivered pursuant to Section 1.1(c)(iii) (except for item (C), which certificate has been provided as of the date hereof in connection with the satisfaction of the regulatory conditions set forth in Section 8.1(b) and Section 8.1(c) (the “Danube June 13 Certificate”)) and Section 1.1(c)(iv) (except for item (B) which certificates have been provided as of the date hereof in connection with the
satisfaction of the regulatory conditions set forth in Section 8.1(b) and Section 8.1(c) (collectively, the “Seller June 13 Certificates” and together with the Danube Certificate, the “June 13 Certificates”)) and (y) the satisfaction as of the date hereof of the conditions whose satisfaction is certified in the June 13 Certificates, and
(b) to waive any and all rights it may have to terminate the Business Combination Agreement pursuant to Section 9.1(b).
Notwithstanding the foregoing, to the extent Viterra or any Seller engages in Willful Breach of the Business Combination Agreement (including Articles III, IV, VI and VII) prior to the Closing that would cause the failure of any of the conditions set forth in Section 8.1 or Section 8.3 to be satisfied on the Closing Date (disregarding for this purpose the waivers set forth above), the Parties agree that (x) Bunge’s waivers set forth in Section A(3) of this letter agreement shall be void and of no force and effect as if such waivers had not been granted and (y) the conditions set forth in Section 8.3 and Bunge’s rights pursuant to Section 9.1(b) shall, in each case, remain in full and force and effect.
(B) Miscellaneous. Sections 10.1, 10.4, 10.7, 10.8, 10.9, 10.10, 10.11, 10.12, 10.13, 10.14 and 10.15 of the Business Combination Agreement are hereby incorporated by reference and shall apply to this letter agreement, mutatis mutandis. Except as expressly contemplated hereby, the Business Combination Agreement shall not be deemed amended or modified by this letter agreement and shall remain in full force and effect. Each party hereto represents and warrants that it has full authority and all necessary approvals to execute this letter agreement under such party’s organizational and governing documents. To the extent any conflict exists between this letter agreement and the terms set forth in the Business Combination Agreement, the terms of this letter agreement shall apply.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has executed this letter agreement as of the date written below.
Date: June 13, 2025
Sincerely,
BUNGE GLOBAL SA
By /s/ Joseph Podwika
Name: Joseph Podwika
Title: Chief Legal Officer
[Signature Page to Letter Agreement (Pre-Closing Matters)]
Agreed and accepted:
VITERRA LIMITED
By /s/ Markus Walt
Name: Markus Walt
Title: Director
DANELO LIMITED
By /s/ John Burton
Name: John Burton
Title: Director
CPPIB MONROE CANADA, INC.
By /s/ Bruce Hogg
Name: Bruce Hogg
Title: Authorized Signatory
By /s/ David Chambers
Name: David Chambers
Title: Authorized Signatory
VENUS INVESTMENT LIMITED PARTNERSHIP by its general partner VENUS INVESTMENT GP INC.
By /s/ Lincoln Webb
Name: Lincoln Webb
Title: Director
[Signature Page to Letter Agreement (Pre-Closing Matters)]