AgJunction Announces Mailing of Information Circular and Proxy Statement for Special Meeting - Seite 2

The Meeting Materials contain important information regarding the Transaction, how AgJunction Shareholders can vote their shares at the Meeting and a summary of the events leading up to the Transaction, including the reasons that led AgJunction's Board to unanimously determine that the Transaction is fair to AgJunction Shareholders and is in the best interests of AgJunction. AgJunction Shareholders are strongly urged to read the Meeting Materials.

The Arrangement Agreement and Shareholder Support

Under the terms of the arrangement agreement entered into between Kubota Corporation and AgJunction dated October 7, 2021 in respect of the Arrangement (the "Arrangement Agreement"), Kubota will acquire all of the issued and outstanding common shares of AgJunction for CAD $0.75 per common share in an all-cash transaction with a total equity value, on a fully diluted basis, of approximately CAD $91 million.

Each of the senior officers and directors of AgJunction who own AgJunction shares and who collectively hold 4.5% of the outstanding AgJunction shares, and IGC Holding LP, a significant AgJunction Shareholder who holds 15.6% of the outstanding AgJunction shares, together holding common shares representing in aggregate 20.1% of the outstanding AgJunction shares as of the record date for the Meeting, have entered into support and voting agreements with the Purchaser, pursuant to which they have agreed to vote in favour of the Arrangement Resolution.

Reasons for the Arrangement

In making its determination to recommend that AgJunction Shareholders vote in favour of the Arrangement Resolution, the Board considered, among other things, the ‎following factors, as more fully described in the Meeting Materials:‎

• Strategic Alternatives and Business Objectives. While the Board remained positive with respect to the long-term prospects of the Corporation and its strategic business plan, management and target market, after a comprehensive review of the Corporation’s strategic alternatives, including remaining an independent publicly-traded company and continuing to pursue the Corporation's strategic plan on a stand-alone basis, and after contacting in excess of 40 potentially interested parties in pursuing a strategic transaction with AgJunction, the Board determined that the Arrangement is the best alternative available to the Corporation. In particular, to achieve the Corporation’s strategic plan, the Corporation requires significant available capital and potential access to additional capital on a go-forward basis. The Arrangement will provide the Corporation with an enhanced platform and support to enable the Corporation to execute on its strategic plan. Given the current market dynamics, should the Corporation not pursue the Arrangement and instead complete the financing necessary to pursue the Corporation’s strategic plan, such financing is very likely to be materially dilutive to AgJunction Shareholders and not alleviate the natural execution risk that exists with any growth-oriented strategic plan.