ACQUISITIONS AND DISPOSALS

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ACQUISITIONS AND DISPOSALS :: NON-MANDATORY DISCLOSURE :: PROPOSED ACQUISITION OF CMAA



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Name of Announcer * INDOFOOD AGRI RESOURCES LTD. Company Registration No. 200106551G Announcement submitted on behalf of Announcement is submitted with respect to *

INDOFOOD AGRI RESOURCES LTD.

INDOFOOD AGRI RESOURCES LTD.

Announcement is submitted by * MAK MEI YOOK Designation * COMPANY SECRETARY Date & Time of Broadcast 28-Jan-2013 05:33:24 Announcement No. 00003

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Announcement Title * PROPOSED ACQUISITION OF CMAA Description Please refer to the attached file. Attachments

ProposedAcqCMAA.pdf

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http://info.sgx.com/webcorannc.nsf/AnnouncementToday/1077F49A0F580C4248257B...

28/1/2013

INDOFOOD AGRI RESOURCES LTD. (Incorporated in the Republic of Singapore) (Company Registration No.: 200106551G) PROPOSED ACQUISITION OF A 50% INTEREST IN COMPANHIA MINEIRA DE AÇÚCAR E ÁLCOOL PARTICIPAÇÕES


The Board of Directors of Indofood Agri Resources Ltd. (the "Company") wishes to announce the proposed acquisition ("Proposed Acquisition") of a post-closing 50% economic interest in Companhia Mineira de Açúcar e Álcool Participações ("CMAA" and, together with its subsidiaries, the "Target Group").
As part of the structuring of the Proposed Acquisition, the Company has incorporated a wholly-owned subsidiary in Singapore, known as IFAR Brazil Pte. Ltd. ("IFAR Brazil"), which, in its turn, has incorporated a wholly-owned subsidiary in Brazil, known as IndoAgri Brazil Participações Ltda. ("IndoAgri Brazil").
On January 26th, 2013, IndoAgri Brazil, Ápia Sp Participações S.A., a subsidiary of JF Citrus Agropecuária Ltda. ("JF Group"), ZAM Ventures, L.P. ("ZAM") and Fundo de Investimento em Participações PCP ("PCP" and, together with ZAM, the "Sellers"), entered into certain definitive agreements in relation to the Proposed Acquisition. While the Sellers will be exiting CMAA, JF Group will increase its existing economic interest as a result of CMAA's capital increase that will take place at closing and which will be exclusively subscribed by it.
In consideration of the Proposed Acquisition, IndoAgri Brazil will pay an aggregate purchase price of approximately R$143.4 million (which is equivalent to US$71.7 million).
The purchase price to be paid by IndoAgri Brazil has been agreed by the relevant parties after negotiations on an arm's length basis and on a willing buyer and willing seller basis, taking into account, inter alia, the business prospects of the Target Group, the replacement cost of the assets and also some similar transacted deals in Brazil. The Proposed Acquisition will be funded by internal resources.
Completion of the Proposed Acquisition is conditional upon certain conditions set forth in the definitive agreements. Closing is expected to occur during the second quarter of 2013.
Brazil is a leader in the global sugar and ethanol industry due to its unique advantages, such as productivity, favorable climate and abundant land for future expansion. This acquisition will enable the Group to expand its geographical presence into the sugar and ethanol industry in Brazil, as well as strengthen the Group's diversified plantation business model.
The Target Group has been established since 2006 in Brazil and is principally engaged in the cultivation and processing of sugar cane for the production and marketing of ethanol and sugar, as well as co- generation of electric power from sugar cane bagasse. Currently the Target Group operates one mill in Vale do Tijuco with a total crushing capacity of 3.0 million metric tonnes per year, which was completed in
2011 and can be expanded to 3.8 million metric tonnes.
The Proposed Acquisition does not constitute a discloseable transaction under the provisions of Chapter
10 of the Listing Manual of the SGX-ST and is not expected to have any material impact on the net tangible assets and earnings per share of the Company for the current financial year.
None of the Directors of the Company has any interest, direct or indirect, in the Proposed Acquisition and the Company has not received any notification from any controlling Shareholder that it has any interest, direct or indirect, in the Proposed Acquisition.
By Order of the Board of the Company
Mark Wakeford
Director
January 28, 2013

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