Japan: Toshoku Limited and Cargill Japan Limited announce merger

Cargill announced that the merger of Toshoku Limited and Cargill Japan Limited was duly approved by the shareholders’ meetings of both parties, according to Cargill press release, April 19. The agreement calls for Toshoku to merge with Cargill Japan by means of absorption-type merger on June 1, 2007. In addition, Toshoku will change its company name to Cargill Japan Limited. The new entity will be a wholly owned Cargill company.

Nearly 10 years have passed since Toshoku filed the Corporate Reorganization Proceedings. In those 10 years, Toshoku has steadily improved its operating results and succeeded to repay reorganization debts to the creditors ahead of schedule, thanks to the support of many business partners and the guidance from its parent company Cargill.

In order to further expand grain and food business operations in Japan, the shareholders have decided that the best strategy is to merge the long-standing experience of Toshoku within the Japanese food industry with the global brand of Cargill. In addition to the existing business operations, the newly formed company will provide a wide range of food solutions to Japanese customers from all over the world.

The details of the merger are as follows:

Effective Date of Merger: June 1, 2007
Method of Merger: Absorption-type Merger
Surviving Company: Toshoku Limited
Merged Company: Cargill Japan Limited
New Name of Surviving Company: Cargill Japan Limited
Address of Surviving Company: 2-3, Marunouchi, 3-chome, Chiyoda-ku, Tokyo (Unchanged)

Ratio of Allotment of Shares: 2.0675 common shares of Toshoku will be allotted to 1 share of Cargill Japan
New Shares Issued upon Merger: 12,405 shares of common stock
Capital after Merger: 2.8 billion yen

Ratio of Shareholders after Merger :

Cargill Asia Pacific Limited 50,000 shares 80.12%
Cargill Inc. 12,405 shares 19.88%
Total 62,405 shares 100%

25 April, 2007