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These risks are not exclusive and additional risks to which we are subject include the factors mentioned under “Forward-Looking Statements” and the risks described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report on Form 10-Q.
−Removed: We may not be able to complete the divestiture of the Company's Grain & Protein (“G&P business”), which could adversely affect our business or results of operations.
−Removed: We recently announced the planned sale of the majority of the Company’s G&P business to American Industrial Partners (“AIP”) in an all-cash transaction valued at $700 million, subject to working capital and other customary closing adjustments.
−Removed: Closing the transaction is dependent upon obtaining required regulatory approvals (primarily competition and antitrust approvals) and fulfilling other closing conditions, all of which, at least in part, are not within our control.
−Removed: The Stock and Asset Purchase Agreement (“the Agreement”) entitles AGCO and AIP to terminate the Agreement under certain circumstances, including the failure of the closing to occur by November 25, 2024, subject to an extension to January 27, 2025 in certain circumstances where certain regulatory approvals have not been obtained.
−Removed: Under certain circumstances, AIP will be obligated to pay AGCO a termination fee of $49 million.
−Removed: In addition, divestitures and other strategic transactions involve many risks, including difficulties in the separation of the divested business, loss of customers, retention or obligation to indemnify certain liabilities, the failure of counterparties to satisfy payment obligations, unfavorable market conditions that may impact any earnout or contingency payment due to us and unexpected difficulties in losing employees of the divested business.
−Removed: In addition, we may be unable to achieve anticipated benefits from the transaction in the time frame that we anticipate, or at all.
−Removed: All of these risks, as well as the others that typically accompany a large transaction, could adversely affect our business or results of operations.
We are, and in the past have been, subject to the actions of activist stockholders, which could divert management’s attention and negatively impact our business.
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Issuer Purchases of Equity Securities
−Removed: There were no purchases of our common stock made by or on behalf of us during the three months ended June 30, 2024.
+Added: There were no purchases of our common stock made by or on behalf of us during the three months ended September 30, 2024.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.