Glencore, which is also in the throes of a $36 billion takeover of miner Xstrata
It said the deal offers C$16.25 per Viterra share and has been unanimously approved by Viterra's board. The price, broadly in line with market expectations after days of speculation, is a 48 percent premium over Viterra's closing price on March 8, the day before it announced it had received expressions of interest.
Glencore said it would pay for the deal using existing cash resources and credit facilities, but will also lighten the burden by selling the majority of Viterra's Canadian assets and some others to agri-business firms Richardson International and Agrium Inc
Shareholders accounting for 16.5 percent of Viterra's stock, including the company's largest investor, Alberta Investment Management, have already pledged their support for the deal.
The rest of Viterra's investors will vote on the deal at a special meeting expected in May.
Viterra will pay Glencore a C$185 million break fee if it accepts a better offer from another party, or if its board withdraws or modifies its recommendation.
Glencore would have to pay Viterra a C$50 million reverse break fee if the deal does not close for regulatory reasons.
Agrium will acquire the majority of Viterra's retail agri-products business, including its 34 percent stake in Canadian Fertilizer, for which it will pay C$1.8 billion. Richardson will acquire 23 percent of Viterra's grain-handling assets as well as certain processing assets in North America for C$800 million.
The acquisition of Viterra reflects our strong belief in the importance and future potential of the Canadian and Australian grain markets, Chris Mahoney, Glencore's head of Agricultural Products, said in a statement.
Viterra had said on Monday it was in exclusive talks with a prospective buyer, but did not identify a suitor.
Analysts have said a deal that splits Viterra three ways is unlikely to disrupt Glencore's blockbuster tie-up with Xstrata - a prize it has been working towards for years - and was instead a reflection of the trader's opportunistic approach to acquisitions, as the Canadian Wheat Board's monopoly on Western Canadian wheat and barley is slated to end this year.
In Viterra, Glencore and partners will acquire the leading Canadian handler of spring wheat, canola, barley and oats.
Glencore describes itself as one of the leading exporters of grain from Europe, the former Soviet Union and Australia. It commanded almost 9 percent of the global market for grains at the time of its public share offering last May.
Bank of America Merrill Lynch
(Reporting by Clara Ferreira-Marques; Editing by Chris Wickham and Will Waterman)