Saskatoon, Saskatchewan – Potash Corporation of Saskatchewan Inc. ("PotashCorp") today announced that its Board of Directors, after careful consideration with the assistance of its independent financial and legal advisors, voted unanimously to reject the unsolicited offer by BHP Billiton Development 2 (Canada) Limited, an indirect wholly-owned subsidiary of BHP Billiton Plc (LSE:BLT/JSE:BIL/NYSE:BBL) ("BHP Billiton"), to acquire all of the outstanding shares of PotashCorp for US$130 per share in cash. The Board unanimously recommends that PotashCorp shareholders reject the BHP Billiton offer and not tender their shares.
The basis for the PotashCorp Board's recommendation with respect to the BHP Billiton offer is set forth in PotashCorp's Directors' Circular and Schedule 14D-9, which were filed today with the Canadian and U.S. securities regulatory authorities and are being mailed to shareholders.
"The PotashCorp Board of Directors is unanimous in its belief that the BHP Billiton offer substantially undervalues PotashCorp and fails to reflect both the value of our premier position in a strategically vital industry and our unparalleled future growth prospects," said PotashCorp President and Chief Executive Officer Bill Doyle. "The Board thoroughly reviewed the formal offer documents in connection with BHP Billiton's unsolicited offer and concluded that the offer is wholly inadequate and is not in the best interests of the Company, its shareholders or other stakeholders. We strongly urge shareholders to reject BHP Billiton's opportunistic offer and not tender their shares."
The reasons for the PotashCorp Board's recommendation to reject BHP Billiton's offer are detailed in the Directors' Circular and the Schedule 14D-9, and include, among other things, the Board's belief that:
PotashCorp shareholders are urged not to tender into the BHP Billiton offer and to carefully review the Directors' Circular and the Schedule 14D-9 in their entirety. These documents will be available free of charge on SEDAR at www.sedar.com, on the SEC's website at www.sec.gov and on PotashCorp's website at www.potashcorp.com.
BofA Merrill Lynch, Goldman, Sachs & Co. and RBC Capital Markets are acting as financial advisors to PotashCorp and Jones Day and Stikeman Elliott LLP are acting as its legal advisors.
|1.||Shareholders are urged to read each opinion carefully and in its entirety for a description of the procedures followed, matters considered and limitations on the review undertaken. The opinions were provided for the information and assistance of the PotashCorp Board in connection with its consideration of the BHP Billiton offer. The opinions do not constitute a recommendation to shareholders as to whether they should tender their common shares to the BHP Billiton offer.|
Potash Corporation of Saskatchewan Inc. is the world's largest fertilizer enterprise by capacity producing the three primary plant nutrients and a leading supplier to three distinct market categories: agriculture, with the largest capacity in the world in potash, third largest in each of nitrogen and phosphate; animal nutrition, with the world's largest capacity in phosphate feed ingredients; and industrial chemicals, as the largest global producer of industrial nitrogen products and the world's largest capacity for production of purified industrial phosphoric acid. PotashCorp's common shares are listed on the Toronto Stock Exchange and the New York Stock Exchange.
For further information, please contact:
Senior Director, Investor Relations
Phone: (847) 849-4277
Fax: (847) 849-4691
Director, Public Relations
Phone: (306) 933-8849
Fax: (306) 933-8844
|In Canada:||Eric Brielmann / Jamie Moser / Andrew Siegel|
|Georgeson||Joele Frank, Wilkinson Brimmer Katcher|
|(866) 425-8527||Phone: (212) 355-4449|
|In the U.S. (and elsewhere outside of Canada):|
|Innisfree M&A Incorporated|
|In the U.S.: (877) 717-3923|
|In the E.U.: 00-800-7710-9970|
|Banks, Brokers and from Other Locations:|
This release contains forward-looking statements or forward-looking information (forward-looking statements). These statements are based on certain factors and assumptions including foreign exchange rates, expected growth, results of operations, performance, business prospects, evaluations and opportunities and effective income tax rates. While the company considers these factors and assumptions to be reasonable based on information currently available, they may prove to be incorrect. Several factors could cause actual results to differ materially from those expressed in the forward-looking statements, including, but not limited to: future actions taken by BHP Billiton in connection with its unsolicited offer; fluctuations in supply and demand in fertilizer, sulfur, transportation and petrochemical markets; changes in competitive pressures, including pricing pressures; the recent global financial crisis and conditions and changes in credit markets; the results of sales contract negotiations with China and India; timing and amount of capital expenditures; risks associated with natural gas and other hedging activities; changes in capital markets and corresponding effects on the company's investments; changes in currency and exchange rates; unexpected geological or environmental conditions, including water inflow; strikes and other forms of work stoppage or slowdowns; changes in and the effects of, government policy and regulations; and earnings, exchange rates and the decisions of taxing authorities, all of which could affect our effective tax rates. Additional risks and uncertainties can be found in our Form 10-K for the fiscal year ended December 31, 2009 under captions "Forward-Looking Statements" and "Item 1A — Risk Factors" and in our other filings with the US Securities and Exchange Commission and Canadian provincial securities commissions. Forward-looking statements are given only as at the date of this release and the company disclaims any obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
This press release is neither an offer to purchase nor the solicitation of an offer to sell any securities. On August 23, 2010, PotashCorp filed a solicitation/recommendation statement on Schedule 14D-9 with the Securities and Exchange Commission (the "SEC") with respect to the offer to purchase commenced by BHP Billiton Development 2 (Canada) Limited, a wholly-owned subsidiary of BHP Billiton Plc. Investors and security holders of PotashCorp are urged to read the solicitation/recommendation statement and any other relevant documents filed with the SEC, because they contain important information.
Investors and security holders may obtain a free copy of the solicitation/recommendation statement and other documents that PotashCorp files with the SEC through the website maintained by the SEC at www.sec.gov and through the website maintained by PotashCorp at www.potashcorp.com. In addition, the solicitation/recommendation statement and other documents filed by PotashCorp with the SEC may be obtained from PotashCorp free of charge by directing a request to Potash Corporation of Saskatchewan Inc., 122 – 1st Avenue South, Suite 500, Saskatoon, Saskatchewan, Canada S7K 7G3, (306) 933-8500.
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