Published:
Green Plains Renewable Energy, Inc. Shareholders Approve Merger With VBV LLC and Its Subsidiaries and Company Announces Approval to Move From the NASDAQ Capital Market to the NASDAQ Global Market

Green Plains Renewable Energy, Inc. (NASDAQ: GPRE) (AMEX: GPRE) announced that, at a special meeting of shareholders
today, Green Plains shareholders voted to approve the previously-announced
merger with VBV LLC ("VBV") and its majority-owned subsidiaries Indiana
Bio-Energy, LLC and Ethanol Grain Processors LLC. The equity holders of VBV
and its subsidiaries approved the merger at meetings held earlier this
week. The merger is expected to close later this month.
"This merger makes Green Plains a significant player in the renewable
energy sector," said Wayne Hoovestol, Green Plains' Chief Executive
Officer. "As a result of the combination, the company will be
geographically and operationally diversified. Green Plains will now have
the scope, scale, and critical mass necessary to further pursue new
opportunities for growth."
At closing, VBV and its subsidiaries will become wholly-owned subsidiaries
of Green Plains. Indiana Bio-Energy's ethanol plant in Bluffton, Indiana,
started operations in September 2008. Ethanol Grain Processors' ethanol
plant in Obion, Tennessee, is expected to be operational in the fourth
quarter of 2008. Additionally at closing, VBV's existing ethanol marketing,
blending and distribution businesses will be integrated into Green Plains'
operations.
Pursuant to the terms of the merger, current equity holders of VBV and its
subsidiaries will receive 10,871,472 shares of Green Plains' common stock
and Green Plains will assume options exercisable for 267,528 shares, as
consideration for the merger. Certain of VBV's equity holders will be
investing $60 million by purchasing six million shares of Green Plains'
common stock at $10 per share at closing. The overall merger transaction is
valued at approximately $383 million, which includes $212 million of
projected debt for the Indiana and Tennessee ethanol plants, $60 million in
equity investment and $111 million in new equity issued.
"With the addition of VBV's production capacity and $60 million of new
equity capital," continued Hoovestol, "Green Plains is in a strong position
to further consolidate and integrate within the ethanol value chain. The
company intends to increase shareholder value over the long-term through
operational efficiencies and strategic growth."
After closing the merger, Green Plains will have an expected operating
capacity of approximately 330 million gallons of ethanol per year.
Additionally, the Company will own grain storage capacity of approximately
22 million bushels. VBV's management and staff will be integrated into
Green Plains' team. Todd Becker, VBV's Chief Executive Officer, is expected
to be named President and Chief Operating Officer of the combined company.
"The companies in this merger complement and add value to each other,"
Becker stated. "Green Plains has focuses on 'upstream' businesses such as
grain elevators and agricultural services. VBV has concentrated on
development of 'downstream' businesses such as ethanol marketing, blending
and distribution. Combined, Green Plains will be better positioned to
increase efficiency, reduce costs and manage risks."
The corporate offices will remain in Omaha, Nebraska.
In addition, Green Plains has been approved for listing on the NASDAQ
Global Market pending completion of Green Plains' mergers with VBV LLC,
Ethanol Grain Processors, LLC and Indiana Bio-Energy, LLC.
Green Plains also announced that it has provided notification to the
American Stock Exchange ("AMEX") of its intent to voluntarily withdraw its
common stock from listing and trading on AMEX. Green Plains' principal
reasons for the withdrawal from AMEX are (i) a limited volume of trading on
AMEX in Green Plains' common stock and (ii) the fact that Green Plains'
common stock is currently traded with the NASDAQ. Green Plains intends to
file a Form 25 with the Securities and Exchange Commission (the "SEC") to
formally withdraw its common stock from listing on AMEX on October 20,
2008. Green Plains will automatically be withdrawn from AMEX ten days after
filing the Form 25 with the SEC.
Green Plains intends to continue trading on NASDAQ after completing its
withdrawal from AMEX. Green Plains will continue to trade under the
existing ticker symbol, GPRE.
About Green Plains Renewable Energy, Inc.
Green Plains, based in Omaha, Nebraska, has the strategy of becoming a
vertically-integrated, low-cost ethanol producer. Green Plains' Ethanol
segment operates two plants in Iowa with a combined expected operating
capacity of approximately 110 million gallons of ethanol per year. Green
Plains' Agribusiness segment operates grain storage facilities with a
capacity of approximately 19 million bushels. Additionally, the
Agribusiness segment has complementary agronomy, feed and petroleum
businesses.
About VBV LLC
VBV LLC is a Delaware limited liability company that holds majority
interest in Indiana Bio-Energy, LLC of Bluffton, Indiana, and Ethanol Grain
Processors, LLC, of Obion, Tennessee. Through these two ethanol plant
subsidiaries, VBV is expected to have an ethanol operating capacity of
approximately 220 million gallons of ethanol per year by fall 2008. VBV has
an aggressive mergers and acquisition strategy to integrate and consolidate
the ethanol value chain.
VBV's equity holders include Bioverda International Holdings Limited and
Bioverda Holdings US LLC, which are wholly-owned subsidiaries of NTR plc,
and Wilon Holdings S.A. NTR, based in Dublin, Ireland, is a leading
international developer and operator of renewable energy and sustainable
waste management projects. Wilon Holdings, a company organized under the
laws of Panama, is controlled by Alain Treuer, a Switzerland-based
entrepreneur and venture capitalist. Mr. Treuer has helped develop
successful businesses in diverse sectors such as telecom, renewable energy,
consumer goods, internet security and biotechnology.
This news release may contain, among other things, certain forward-looking
statements, with respect to each of Green Plains Renewable Energy, Inc.
("Green Plains"), VBV LLC ("VBV") and the combined company following the
proposed mergers (the "Mergers") between Green Plains and VBV, and between
Green Plains and Indiana Bio-Energy, LLC, and Ethanol Grain Processors, LLC
(the "VBV Subsidiaries") and related transactions (the "Merger
Transactions"), as well as the goals, plans, objectives, intentions,
expectations, financial condition, results of operations, future
performance and business of Green Plains, including, without limitation,
(i) statements relating to the benefits of the merger, including future
financial and operating results, cost savings, enhanced revenues and the
accretion/dilution to reported earnings that may be realized from the
Merger Transactions, (ii) statements regarding certain of Green Plains'
goals and expectations with respect to shareholder value, revenue, expenses
and the growth rate in such items, as well as other measures of economic
performance, including statements relating to estimates of Green Plains'
capitalization, and (iii) statements preceded by, followed by or that
include the words "may," "could," "should," "would," "believe,"
"anticipate," "estimate," "expect," "intend," "plan," "projects," "outlook"
or similar expressions. These statements are based upon the current beliefs
and expectations of Green Plains' and/or VBV's management and are subject
to significant risks and uncertainties. Actual results may differ from
those set forth in the forward-looking statements. These forward-looking
statements involve certain risks and uncertainties that are subject to
change based on various factors (many of which are beyond Green Plains' or
VBV's control).
The following factors, among others, could cause Green Plains' financial
performance to differ materially from that expressed in such
forward-looking statements: (i) that the Merger Transactions may not
ultimately close for any of a number of reasons; (ii) that Green Plains
will forego business opportunities while the Merger Transactions are
pending; (iii) that prior to the closing of the Merger Transactions, the
businesses of Green Plains and VBV may suffer due to uncertainty; (iv)
that, in the event the Merger Transactions are completed, the combination
of Green Plains and VBV may not result in a stronger company; (v) that the
costs related to the Merger Transactions will exceed the forecasted
benefits; (vi) the risk that the businesses of Green Plains and/or VBV in
connection with the Merger Transactions will not be integrated successfully
or such integration may be more difficult, time-consuming or costly than
expected; (vii) the risk that expected revenue synergies and cost savings
from the Merger Transactions may not be fully realized or realized within
the expected time frame; (viii) the risk that revenues following the Merger
Transactions may be lower than expected; (ix) operating costs, revenue loss
and business disruption following the Merger Transactions, including,
without limitation, difficulties in maintaining relationships with
employees, may be greater than expected; (x) the risk that the strength of
the United States economy in general and the ethanol industry specifically
may be different than expected results; (xi) potential litigation; (xii)
technological changes; (xiii) the effect of corporate restructurings,
acquisitions and/or dispositions, including, without limitation, the Merger
Transactions and Green Plains' merger with Great Lakes Cooperative which
was consummated on April 3, 2008, and the actual restructuring and other
expenses related thereto, and the failure to achieve the expected revenue
growth and/or expense savings from such corporate restructurings,
acquisitions and/or dispositions; (xiv) unanticipated regulatory or
judicial proceedings or rulings; (xv) the impact of changes in accounting
principles; (xvi) the impact on Green Plains' and/or VBV's businesses, as
well as on the risks set forth above, of various domestic or international
military or terrorist activities or conflicts; (xvii) the impact of changes
in state and federal energy, environmental, agricultural or trade policies,
and (xiii) Green Plains' success at managing the risks involved in the
foregoing.
Green Plains cautions that the foregoing list of factors is not exclusive.
All subsequent written and oral forward-looking statements concerning Green
Plains, the Merger Transactions or other matters and attributable to Green
Plains or any person acting on its behalf are expressly qualified in their
entirety by the cautionary statements above. Green Plains does not
undertake any obligation to update any forward-looking statement, whether
written or oral, relating to the matters discussed in this news release.
Copyright © 2008, MarketWire
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Tags: ,Agriculture:Farming, Agriculture:Forestry, Energy and Utilities:AlternativeEnergy, EnergyandUtilities:OilandGas, ,AMEX0001,NASDAQ01,AMEX0001,NASDAQ01,NE,OMAHA, NE
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