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Viterra Inc.: Majority Support for Viterra's Proposed Combination With ABB

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^{Published in Business and Finance on Tuesday, September 8th 2009 at 22:17 GMT by Market Wire}  

CALGARY, ALBERTA--(Marketwire - Sept. 9, 2009) - Viterra Inc. ("Viterra") (TSX:VT) today announced that ABB Grain Ltd ("ABB") (ASX:ABB) shareholders have endorsed the Scheme of Arrangement in relation to the proposed combination of Viterra and ABB, pursuant to the implementation agreement announced on May 19, 2009.

At a meeting held earlier today in Adelaide, Australia, ABB's shareholders voted in favour of Viterra's acquisition of all issued and outstanding shares in ABB, with 83.57 per cent of shares and 60.45 per cent in number supporting the transaction. The threshold requirements included 75 per cent of shares and 50 per cent of shareholders voting and represented at the meeting.

ABB shareholders also met today to vote on the constitutional amendment to remove the 15 per cent limit on the amount of issued share capital in ABB that can be owned by any one shareholder. Shareholders supported the constitutional amendment resolution with 82.83 per cent approval. At least 75 per cent of the total number of votes cast was required to pass the resolution.

Viterra's President and CEO Mayo Schmidt said: "The favourable voting results of today's Scheme of Arrangement and Constitutional Amendment meetings clearly demonstrate that ABB shareholders understand the benefits of bringing our market leading companies together. Our two organizations are well known for their customer-focused innovations and industry leadership, and we are excited by the prospects of a global network that positions us to meet the rising demand for quality foods. We recognize the important role played by the Federal Court of Australia in the approval process, and now await its ruling on our combination."

The transaction is expected to give the combined company access to the world's largest export origination of wheat, canola and barley, with global logistic arbitrage opportunities and one of the strongest balance sheets in the industry. The benefits of the combination include:

- Gateway to Asia and Indian subcontinent: Provides greater access to the higher growth Asian and South Asian import markets, which are becoming increasingly important given their current trend of growing demand.

- Access to the largest export origination for wheat, canola and barley given that our two countries currently account for 37% of world net exports of these commodities.

- Business and Geographic Diversification: Reduces concentration and proportionate earnings in any one geography and business segment.

The Court is expected to rule on the Scheme of Arrangement on 10 September 2009.

Forward-Looking Information

This release contains forward looking statements that involve certain risks and uncertainties which could cause actual results and anticipated transaction benefits to differ materially from future results and anticipated benefits expressed or implied by such statements. Important factors that could affect these statements include, without limitation, weather conditions; producer's decisions regarding total planted acreage, crop selection, and utilization levels of farm inputs such as fertilizers and pesticides; grain export levels; changes in government policy and transportation deregulation; world agricultural commodity prices and markets; changes in competitive forces including pricing pressures; and global political and economic conditions, including grain subsidy actions of the United States and European Union.

About Viterra

Viterra Inc. is Canada's leading agribusiness, with extensive operations and distribution capabilities across Western Canada, and with operations in the United States, Japan, Singapore and Geneva. The Company is diversified into sales and services of crop inputs and equipment, grain handling and marketing, livestock feed, agri-food processing and financial products. These operations are complemented by value-added businesses and strategic alliances, which allow Viterra to leverage its pivotal position between Prairie farmers and destination customers. The Company's common shares are listed on the TSX under the symbol VT.