Under the merger agreement, 0.81 shares of VeraSun common stock will be issued for each outstanding share of US BioEnergy common stock, representing a premium of approximately 11% based on November 23, 2007 closing prices. The existing VeraSun shares will remain outstanding and will represent approximately 60% of the shares outstanding after the merger.
The merger is expected to close during the first quarter of 2008, pending shareholder approval, antitrust regulatory clearance and the completion of other customary conditions.
The merger is expected to be accretive to VeraSun’s earnings in the first full fiscal year of combined operations, and the combined company is projected to have a market capitalization of approximately $1.5 billion.
Upon completion of the merger, the combined company will have nine ethanol production facilities in operation and seven additional facilities under construction. By the end of 2008, the company is expected to have a total production capacity of more than 1.6 billion gallons per year and 16 facilities constructed by Fagen. Through the merger, the employees of both companies will be integrated into a combined workforce.
