News

Plan of Merger, Unanimously Approved by Both Boards

The Boards of Directors of All-American Co-op and Ag Partners met and unanimously approved a Plan of Merger to combine the two cooperatives. This decision comes after careful analysis of the benefits and risks for both members and employees. The potential merger is subject to a vote of members from All-American Co-op.

Management teams have evaluated the ways in which unification would help both cooperatives. Based on this work, the Board members voted to move forward with a member vote for the following reasons:

  • Protect existing equity balances for members while maintaining or strengthening revolvement
  • Position both businesses for long-term success & sustainability
  • Realize advantages of a larger organization while maintaining local ownership and control
  • Improve existing asset utilization and combine resources for more efficient future investment in assets and technology
  • Enable growth and enhancement of services as well as provide greater access to markets
  • Provide opportunities for employees and enhance ability to attract, retain and promote talent
  • Continue to drive the strong culture of service and quality present within both organizations

The Boards of Directors reviewed and discussed potential risks identified during the merger study and determined that the benefits outweigh any risks. Pending a positive vote by members of All-American Cooperative, plans to integrate the two businesses will continue to be developed.

Voting notification will be mailed to eligible members* on July 9, 2021 and will include additional instructions and absentee voting requirements. Informational meetings will be held based on the below schedule, and members will be able to vote at the informational meetings.

  • Monday, July 26th at 6:00pm at the Stewartville Civic Center in Stewartville
  • Wednesday, July 28th at 10:00am at the Plainview American Legion in Plainview
  • Tuesday, August 3rd at 6:00pm at the Plainview American Legion in Plainview
  • Thursday, August 5th 10:00am at the Stewartville Civic Center in Stewartville (Vote count to follow meeting Stewartville)

*All-American Co-op’s current by-laws state that eligible members are ag producers who do $10,000 of business in the fiscal year ending June 30, 2021.

Frequently Asked Questions (FAQ’s):

Q: Why are All-American Co-op and Ag Partners pursuing a merger?
A: The boards of directors and management teams are pursuing a merger as an opportunity to better position both cooperatives to continue their history of financial strength and service to their members. Combining resources will allow us to best support a strong cooperative system for farmer-members into the future.

Q: How were merger discussions initiated?
A: The management team and board members of All-American Co-op identified Ag Partners as a strong potential candidate for merger and initiated conversations with the Ag Partners management team and board members. These initial conversations led to the merger study to identify opportunities, benefits, and potential risks of unifying the cooperatives.

Q: What benefits and opportunities were identified during the study?
A: During the merger study, the management teams and board members identified many opportunities and benefits to unifying the two cooperatives for both members and employees. These include protecting member equity, better supporting members through efficient investments and utilization of assets, enhancing services through combined teams, and enhancing the ability to attract, retain and promote top talent.

Q: Will the new consolidated company be so big that it eliminates competition?
A: There is significant grain, feed and agronomy competition in our marketplace today and there certainly will be in the future. The area is surrounded by large cooperatives and multi-national companies. As a successful cooperative, we are owned by producers and operate for the benefit of producers. This proposed merger will improve our ability to continue to bring the best value possible to our customers.

Q: What will happen to my existing equity?
A: If the unification is approved, the existing allocated equity balances of All-American Co-op members will be transferred to allocated equity of Ag Partners on a dollar-for-dollar basis. The Plan of Merger details that Ag Partners intends to retire the outstanding All-American Co-op equity over ten (10) years starting in 2022. Current revolvement pace has been approximately 19 years.

From the effective date of the merger forward, All-American Co-op and Ag Partners members will accumulate equity in a like manner and without regard to coop membership prior to the effective date. Historically, Ag Partners has paid 80% of annual patronage earnings to members in cash.

Q: Will the current All-American locations continue to be supported?
A: The All-American Co-op locations are critical to the ongoing success of the combined company and the boards and management are committed to investing accordingly in facility, equipment and technology improvements.

Q: How will employees be impacted? Will I still work with the same people?
A: Employees are our most important asset and there is a need and role for all of our current employees in the consolidated cooperative. It is the intention of the boards of directors and management to retain all employees and we expect most employees to continue working with the same customers. Because of the larger and more diversified company, employees will have more opportunities for promotion and the company will be better positioned to attract and retain future employees.

Q: Will member services change?
A: If the merger is approved by the membership, the cooperatives will work to enhance services for members and offer products to support our patrons in this competitive environment. With the combined footprint, we will be able to leverage locations and employees to better service the membership.

Q: How is the merger approved?
A: Two-thirds of votes cast by members of All-American Co-op must be affirmative votes in order for the merger to be approved. Votes may be cast either through attending and voting at one of the scheduled informational meetings or by requesting and submitting an absentee ballot.

Q: Who is eligible to vote?
A: All-American Co-op ag producers who did $10,000 or more of business with All-American Co-op during the fiscal year ended June 30, 2021 are eligible to vote.

Q: Why do only the members of All-American Co-op vote?
A: The proposed merger between All-American Co-op and Ag Partners is structured as a reverse triangular merger, which was identified by the cooperatives as the most efficient and cost-effective structure to unify the cooperatives. In this type of merger, the ongoing entity is not required to vote. The boards unanimously agreed that Ag Partners would be the ongoing entity for the following reasons: 1) it allows Ag Partners’ tax advantage cooperative status to be maintained and 2) it allows the corporate structure of the Ag Partners LLC’s (Red Wing Grain, Western Wisconsin Nutrition and Western Wisconsin Ag Supply) to remain intact.

Q: How do I cast my vote?
A: Voting notification will be mailed to all eligible All-American members on July 9th with complete details. The informational meetings will be held on the following dates and times, and All-American members will be able to vote at these meetings:

  • Monday, July 26th at 6:00pm at the Stewartville Civic Center in Stewartville
  • Wednesday, July 28th at 10:00am at the Plainview American Legion in Plainview
  • Tuesday, August 3rd at 6:00pm at the Plainview American Legion in Plainview
  • Thursday, August 5th 10:00am at the Stewartville Civic Center in Stewartville (Vote count to follow meeting Stewartville)

An informational meeting will be held at each location and a ballot will be given to each eligible member to vote following the meeting. Ballots will be left with tellers and secured. They will be opened and tabulated by an independent auditor following the final meeting on August 5th.

Q: What if I cannot attend an informational meeting to vote?
A: The board recommends that you attend a meeting so that you have a complete understanding of the benefits of the merger. However, if you cannot attend, any eligible member may request an absentee ballot. All absentee ballots must be returned to an approved location on or before 5pm on Wednesday, August 4th. Additional instructions and absentee voting requirements will be provided in voting packets which will be mailed to eligible members on July 9th.

Q: What happens after the voting period ends?
A: Should All-American Co-op members vote to approve the merger, the target effective date would be October 1, 2021. Until then All-American Co-op and Ag Partners will continue to operate as separate cooperatives. Should the Plan of Merger not be approved by All-American Co-op members, both cooperatives would continue doing business as separate entities.

Q: How many board members would the combined cooperative have?
A: The newly unified cooperative would combine current boards and have 12 members on day one. The board will consist of 9 current Ag Partners board members and 3 current All-American Co-op board members.

Q: If the merger is approved through the member vote, how will the new cooperative be structured?
A: The newly unified cooperative will operate under the Ag Partners name. The legal headquarters will be at Ag Partner’s current office in Goodhue, MN and the current All-American Co-op headquarters in Stewartville, MN will remain in use. Bill Ahlbrecht will continue as General Manager and Glenn Lutteke will assume a senior leadership role to allow the unified cooperative to continue to leverage the strengths of both leaders.

Q: Is this merger supported by the full boards of both cooperatives?
A: YES! The boards of directors for both coops are unanimous in their support of the merger. The boards are asking you for your support in this proposed merger and urge all eligible All-American members to attend a meeting to learn more about the benefits of unifying our cooperatives and to vote YES on this proposal.

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