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AGCO Announces Tender Offer for Acquisition of Kepler Weber S.A.

AGCO | February 9, 2017

AGCO Announces Tender Offer for Acquisition of Kepler Weber S.A.

Kepler Weber is a leader in the Brazilian Grain Storage Market

Tender offer values Kepler Weber at $185 million

AGCO, Your Agriculture Company, (NYSE:AGCO), a worldwide manufacturer and distributor of agricultural equipment, announced its intention to launch a tender offer for the outstanding shares of Kepler Weber S.A. (“Kepler Weber”), the leading Brazilian manufacturer of grain storage and handling equipment. AGCO has reached a binding agreement with the two largest shareholders of Kepler Weber, Caixa de Previdência dos Funcionários do Banco do Brasil and BB - Banco de Investimento S.A., to acquire their blocks of shares totaling approximately 35% of the outstanding shares.

AGCO intends to launch a tender offer to acquire up to all of the common shares held by the other shareholders for purpose of delisting Kepler Weber shares from the São Paulo Stock Exchange. The price of the Offer will be BRL 22.00 (US $7.03) per share, valuing Kepler Weber at BRL 578.9 million (US $185M). This price per share represents a 25.7% premium to the closing price of February 9, 2017 and a 24.3% premium to the 3-month average share price of Kepler Weber. The Offer and the consummation of the transaction are subject to customary conditions and regulatory approvals.

“The acquisition of Kepler Weber would significantly enhance our market position in the South American grain handling and storage industry,” said Martin Richenhagen, AGCO’s Chairman, President and Chief Executive Officer. “Kepler Weber’s products are complementary to our GSI’s offerings and are recognized by its customers for their design, quality and innovation. This combination would also provide significant marketing synergies and a leadership position in the South American market as well as further strengthen our capabilities to serve large global customers.”

Rabobank is acting as financial advisor to AGCO and Pinheiro Neto Advogados is serving as legal advisor.

Safe Harbor Statement

Statements which are not historical facts, including expectations regarding the closing of the acquisition are forward-looking and subject to risks that could cause actual results to differ materially from those suggested by the statements. These risks include, but are not limited to, the failure to obtain regulatory approvals, the failure to satisfy closing conditions and the possibility that there will be a competitive offer at a higher price. AGCO disclaims any obligation to update any forward-looking statements except as required by law.

About AGCO:

AGCO (NYSE: AGCO) is a global leader in the design, manufacture and distribution of agricultural solutions and supports more productive farming through its full line of equipment and related services. AGCO products are sold through five core brands, Challenger®, Fendt®, GSI®, Massey Ferguson® and Valtra®, supported by Fuse® precision technologies and farm optimization services, and are distributed globally through a combination of approximately 3,050 independent dealers and distributors in more than 150 countries. Founded in 1990, AGCO is headquartered in Duluth, GA, USA. In 2016, AGCO had net sales of $7.4 billion. For more information, visit http://www.AGCOcorp.com. For company news, information and events, please follow us on Twitter: @AGCOCorp. For financial news on Twitter, please follow the hashtag #AGCOIR.