US Bioenergy Corp - Filing of certain prospectuses and communications in connection with business combination transactions (425)
December 26 2007 - 2:46PM
Edgar (US Regulatory)
Filed by US BioEnergy Corporation
Pursuant to Rule 425 under the Securities Act of 1933, as amended
and deemed as
filed pursuant to Rule 14a-12 under
the Securities Exchange Act of 1934, as amended
Subject Company: US BioEnergy Corporation
Commission File Number: 001-33203
I am pleased to announce the new Executive Management team of the combined VeraSun Energy Corporation
following the merger with US BioEnergy. This is the group that will work through the details of the transition and eventually lead the company following the completion of the merger.
As you probably already know, Danny Herron, VeraSuns current President and CFO, will serve as President of the combined company following the merger. Both Danny and Bill Honnef, VeraSuns current
Senior Vice President of Strategic Initiatives, will report directly to Don Endres, VeraSuns CEO, going forward. I will be the Chairman of VeraSuns Board of Directors following the merger.
The individuals who will report directly to Danny include:
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Rich Atkinson, Senior Vice President and Chief Financial Officer
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Greg Schlicht, Senior Vice President and General Counsel
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Barry Schaps, Senior Vice President, Logistics
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Paul Caudill, Senior Vice President, Operations
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Bob Antoine, Senior Vice President, Human Resources
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Chad Hatch, Senior Vice President, Corporate Development
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The group has started meeting on a regular basis to develop plans to transition the two companies into one combined company. At this time, we still expect the merger to be completed in March.
We will do our very best to keep everyone informed throughout this process. I would also like to wish you and your families an enjoyable holiday and happy new year.
/s/ Gordon W. Ommen
Additional Information
In connection with the proposed transaction between VeraSun and US BioEnergy, VeraSun has filed a registration statement on Form
S-4 with the SEC. Such
registration statement includes a preliminary joint proxy statement of VeraSun and US BioEnergy that also constitutes a preliminary prospectus of VeraSun. SHAREHOLDERS ARE URGED TO READ THE PRELIMINARY JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER
RELEVANT DOCUMENTS, INCLUDING THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS, WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT VERASUN, US BIOENERGY AND THE PROPOSED TRANSACTION. The preliminary
joint proxy statement/prospectus and other documents relating to the proposed transaction can be obtained free of charge from the SECs website at
www.sec.gov
. These documents can also be obtained free of charge from VeraSun upon written
request to VeraSun Energy Corporation, Attention: Investor Relations, 100 22nd Avenue, Brookings, South Dakota 57006, or by calling 605-696-7236, or from US BioEnergy, upon written request
to US BioEnergy Corporation, Attention: Investor Relations, 5500 Cenex Drive, Inver Grove Heights, Minnesota 55077, or by calling 651-554-5491.
This communication is not a solicitation of a proxy from any security holder of VeraSun or US BioEnergy. However, VeraSun, US BioEnergy and certain of their
respective directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders in connection with the proposed transaction under the rules of the SEC. Information about the directors and executive
officers of VeraSun may be found in its 2006 Annual Report on Form 10-K filed with the SEC on March 29, 2007, definitive proxy statement relating to its 2007 Annual Meeting of Shareholders filed with the SEC on April 12, 2007 and current
reports on Form 8-K filed with the SEC on July 3, 2007, August 31, 2007 and September 20, 2007. Information about the directors and executive officers of US BioEnergy may be found in its 2006 Annual Report on Form 10-K filed with
the SEC on March 30, 2007, definitive proxy statement relating to its 2007 Annual Meeting of Shareholders filed with the SEC on April 27, 2007 and current reports on Form 8-K filed with the SEC on August 13, 2007, October 3,
2007 (as amended) and November 6, 2007. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the interests of these participants is also included in the preliminary joint proxy
statement/prospectus referred to above.
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