Exhibit 2.1
AMENDMENT TO AGREEMENT AND PLAN OF
MERGER AND REORGANIZATION
AMENDMENT TO AGREEMENT AND PLAN OF
MERGER AND REORGANIZATION, dated as of August 5, 2008 (this
“ Amendment ”), among BUNGE LIMITED, an exempted
limited liability company organized and existing under the laws of
Bermuda (“ Parent ”), BLEECKER ACQUISITION
CORP., a Delaware corporation and a direct, wholly owned subsidiary
of Parent (“ Merger Sub ”), and CORN PRODUCTS
INTERNATIONAL, INC., a Delaware corporation (the “
Company ”).
WHEREAS, the parties hereto are
parties to the Agreement and Plan of Merger and Reorganization,
dated as of June 21, 2008 (the “ Merger Agreement
”); and
WHEREAS, the parties to the Merger
Agreement desire to amend certain provisions thereof.
NOW, THEREFORE, in consideration of
the foregoing and the mutual covenants and agreements herein
contained, and intending to be legally bound hereby, Parent, Merger
Sub and the Company hereby agree as follows (all capitalized terms
not defined herein shall have the meanings specified in the Merger
Agreement):
Section 1. Amendments
to the Merger Agreement. (a)
Section 4.03(a) of the Merger Agreement is hereby amended
and restated in its entirety to read as follows:
“The authorized capital stock
of the Company consists of (i) 200,000,000 Shares, and
(ii) 25,000,000 shares of preferred stock, par value $0.01 per
share (“ Company Preferred Stock ”). As of
June 19, 2008, (i) 74,352,843 Shares were issued and
outstanding (not including Shares held in the treasury of the
Company), all of which are duly authorized, validly issued, fully
paid and non-assessable, (ii) 966,931 Shares were held in the
treasury of the Company, (iii) no Shares are held by the
Subsidiaries, (iv) 5,041,352 Shares were reserved for future
issuance pursuant to outstanding Company Stock Options, Company
Restricted Stock Awards, Company Performance Share Awards and other
purchase rights (the “ Company Stock Awards ”)
granted pursuant to the Company Stock Option Plan, (v) 288,983
shares were reserved for future issuance under the Company’s
Supplemental Executive Retirement Plan and the Company’s
Deferred Compensation Plan for Outside Directors, and (vi) no
shares of Company Preferred Stock were issued and outstanding.
Except as set forth in this Section 4.03 , there are no
options, warrants, convertible debt or ot
