Great merger and looming risks – can Bunge avoid Viterra’s pitfalls?

The merger of two agricultural giants - US-based Bunge and Canadian-based Viterra - has been talked about for a long time. Back in June 2023, the parties announced an ambitious deal that would create a new global leader in the agricultural market worth more than $34 billion. But over time, it became clear that the facade of the ambitious plan hid many unpleasant nuances and potential conflicts.

The long-anticipated merger between two agribusiness powerhouses – U.S.-based Bunge and Canada’s Viterra – is nearing the finish line. First announced in June 2023, the $34+ billion deal was set to create a new global leader in agricultural commodities. However, beneath the surface of this strategic vision lies a web of challenges, controversies, and unresolved questions.

Despite regulatory approvals in key jurisdictions, a final green light has yet to be given. The delay stems not only from geopolitical sensitivities – particularly China's stance as a major agri-importer – but also from internal reservations among stakeholders. Still, according to insiders, the deal is expected to close imminently.

As the deadline looms, critical questions emerge: What’s slowing down the finalization? Why the increasingly cautious public rhetoric? And are cracks starting to appear in a merger once touted as unshakable?

This landmark deal, intended to reshape the global agri-market, remains in limbo – and with it, the reputations of the companies at its core, caught in a game far more intricate than mere market consolidation.

China’s role in a global power play

At first glance, the Bunge-Viterra merger may appear as a textbook consolidation in a competitive sector. But in reality, it touches on the interests of several geopolitical centers. Antitrust approvals were required from all countries where the companies operate – and in this domain, political calculations weigh just as heavily as commercial ones.

As of June 2025, the deal has secured approvals from regulators in the U.S., Brazil, Argentina, the EU, Ukraine, Canada (as of January 2025), and finally, China. On June 13, China’s State Administration for Market Regulation (SAMR) issued its long-awaited approval – removing the final regulatory hurdle and clearing the way for the formation of one of the world’s most influential agritrading firms.

This aproval marked a critical step toward launching a new competitor to industry giant Cargill. China’s delay since 2023 reflected deeper concerns: Beijing sees agriculture as a matter of national security. As one of the world’s top food importers, China was naturally wary of a powerful Western entity with decision-making centralized in the U.S.

Though SAMR raised no official objections, its prolonged silence had a stalling effect. Analysts at Bloomberg speculated that Beijing was strategically assessing the implications of this alliance for global supply chains. In this light, the delay was less about bureaucracy and more a calculated geopolitical posture.

Now, with China’s green light, the path is clear. A deal nearly two years in the making is poised for final closure.

Viterra’s grey zones: reputational and compliance risk

Despite official optimism, concerns about the merger’s underlying risks are growing. While presented publicly as a merger of equals, the structure is effectively a takeover – Bunge will hold majority control of the combined entity. Still, several Viterra executives are expected to take on senior roles within the new structure, with some reportedly in line for strategic leadership positions.

This raises eyebrows – particularly due to reputational concerns surrounding Viterra’s top management. The company has drawn scrutiny for its past involvement in Russia’s agri-sector and its opaque methods of navigating sanctions.

Given the unpredictability of U.S. sanctions policy, such ties pose legal and reputational risks – particularly for a company aspiring to hold a dominant global market share.

Of particular concern are Viterra’s historical joint ventures with Russian firm Demetra, controlled by state-owned VTB Bank. Until 2024, they co-owned a key terminal in Taman port – a critical export hub allegedly used to ship grain looted from Russian-occupied Ukrainian territories. In essence, Viterra operated alongside a sanctioned Russian bank and paid taxes into the Russian budget for nearly 18 months after the full-scale invasion began.

Viterra officially exited the Russian market only on July 1, 2023 – yet the reality appears more cosmetic than structural. Initially, the company simply rebranded its Russian entity "Viterra Rus" to "MZK Export," which, according to Russian business media, was expected to continue operations under the new name.

Subsequently, "MZK Export" was transferred to a group of Russian nationals – all of whom were previously affiliated with Viterra. Effectively, the business was handed off to local managers, maintaining operational continuity.

According to Viterra’s own filings, the deal was completed in October 2023 – but no sale proceeds were disclosed, suggesting a transaction structured outside conventional market norms.

Meanwhile, former Viterra managers continue to operate the same logistical and export chains, and market intelligence sources confirm that Viterra B.V. remains one of the key buyers of "MZK Export" products. In 2024 alone, the company exported 3.5 million tons of agricultural products – including 3.2 million tons of grain – placing it among Russia’s top five exporters.

It’s difficult to imagine this arrangement was executed without the involvement of senior Viterra executives, including Nick Williams (former head of the Black Sea region) and CEO David Mattiske.

Another point of concern is Viterra’s relationship with Alexey Fedorychev – a low-profile but influential Russian businessman with alleged ties to money laundering and covert control of port infrastructure. Investigative reports claim Fedorychev is the real beneficiary of the TIS grain terminal in Ukraine’s Pivdennyi port – a crucial logistical hub heavily used by Viterra.

This partnership – involving a figure linked to Russian interests – raises serious compliance and reputational red flags for the post-merger company.Viterra’s financials also present warning signs. In H1 2024, the company’s revenue dropped by 22%, while EBITDA fell from $1.08 billion to $690 million. Fitch Ratings estimates full-year EBITDA at around $1 billion – a sharp decline from $1.6 billion in 2023.

These figures cast doubt on Viterra’s financial resilience and could strain the consolidated entity postmerger. The downturn coincided with the departure of key executives and entire business units.

Bloomberg reported that Viterra’s entire cotton and sugar trading team – including senior managers – moved to commodity firm ED&F Man. Additionally, Head of Grain Trading Bas van Hoorn left the company, signaling broader instability at the leadership level.

The Ukrainian market: overpriced assets and eroding trust

In Ukraine, the merger is more than a global headline – it has tangible local implications. Both companies have been present in the country for nearly three decades: Viterra (as "Viterra Ukraine") since 1996 and Bunge since 1998. Despite severe infrastructure losses from Russian strikes, both remain active and continue investing.

However, not all these investments inspire confidence. In May 2024, Viterra acquired a grain elevator in Vinnytsia Oblast from "Penkivskyi ZPK" for $8 million – despite it having failed to sell pre-war for $5.5 million. The facility had stood idle for four years.

Such a valuation – above pre-war levels, amid decreased asset valuations due to wartime risk – has raised eyebrows. Market insiders suggest this may have been more about internal benefit than investment logic.

"It appears Viterra’s local management had personal motivations – especially amid the high-volume, lower-scrutiny environment of a merger," notes Yevhen Mahda, Director of the Institute of World Policy. "Overpaying for idle infrastructure fits a pattern often seen during corporate consolidation – where inflated asset values create room for self-enrichment."

The deal was publicly supported by Viterra Ukraine Director Oleksii Derkach, and could not have happened without involvement from Nick Williams and CEO David Mattiske – both of whom were central to Viterra’s Russia exit strategy.

The presence of global players like Bunge and Viterra in Ukraine is crucial – especially amid war. Their investment sustains critical export infrastructure. Yet their value lies not only in capital, but in bringing best-in-class business ethics. When local transactions involve inflated prices and questionable figures, it casts a shadow not just on the companies – but on the country as a whole.

The case of Glencore – Viterra’s co-owner – is illustrative. A commodity giant with past Russian ties, Glencore was eventually forced to pay over $1.1 billion in global settlements for bribery-related charges. A stark reminder of how lax oversight in emerging markets can escalate to global scandal.

More than a merger

The Bunge-Viterra merger is not just a business combination – it’s a case study in the complexities of global corporate integration. On paper, it’s a move toward scale and competitiveness. In practice, it reveals unresolved tensions: reputational baggage, legacy partnerships in Russia, and the challenge of integrating divergent management cultures.

These factors can’t be reduced to synergy metrics or shareholder value. They raise deeper questions about governance, transparency, and long-term risk – especially in a sector as strategically vital as food security.

What was meant to be a clean-cut consolidation now carries heavy subtext – and open-ended questions. Not all the risks are visible, but they may prove decisive in shaping the future of one of the agri-market’s new titans.

The deal will happen. The only question is whether Bunge can not only integrate assets, but also reengineer culture – ensuring that compromised figures are kept away from leadership roles in a sector where trust is non-negotiable.