CALGARY, ALTA. — Viterra Inc. has agreed to acquire Dakota Growers Pasta Company, Inc., Carrington, N.D., in a transaction valued at approximately $240 million.

Under the terms of the agreement, a subsidiary of Viterra will acquire Dakota Growers outstanding shares of common stock at a price of $18.28 per share and all outstanding shares of Series D preferred stock of Dakota Growers at a price of 10c per share. Dakota Growers currently has approximately 12 million shares of common stock issued and outstanding on a fully diluted basis, and approximately 11.3 million shares of Series D preferred stock issued and outstanding. Viterra said the $240 transaction price includes equity value and anticipated net cash/debt at closing, subject to certain adjustments for transaction costs and other closing adjustments.

The offer, which is expected to be presented to Dakota Growers’ shareholders within 10 days, is subject to the tender of a simple majority of the outstanding shares of Dakota Growers’ common stock, calculated on a fully diluted basis.

“We are very pleased to announce our agreement with Dakota Growers,” said Mayo Schmidt, president and chief executive officer of Viterra, a provider of premium ingredients to global food manufacturers. “The histories of our companies are built upon the strength of our solid relationships with our farmers and customers. Our offer comes with numerous benefits for both organizations and aligns well with Viterra’s strategic vision to increase investment in food processing. We believe that by building upon our deep knowledge of the North American durum market, we can create additional value and support the increasing demand for high quality pasta desired by today’s health-minded consumer.”

Based in Carrington, N.D., Dakota Growers operates one of the largest durum mills in North America and is the third largest producer and marketer of dry pasta products, primarily supplying the ingredient, food service and private label retail markets. The company owns an integrated durum mill and pasta production plant in Carrington and a pasta production plant in New Hope, Minn. In addition to the Dakota Growers brand, the company markets product under the Dreamfields brand.

Dakota Growers posted sales and EBITDA of approximately $275 million and $42 million, respectively, for the latest 12 months ended Oct. 31, 2009.

“Viterra has a reputation for quality and performance and we share similar cultures and values,” said Tim Dodd, president and c.e.o. of Dakota Growers. “This is an exciting opportunity for both companies, one that I believe will secure our long-term future and allow us to expand our product and service offerings to improve the value proposition for Dakota Growers customers.”