Symbol: POT
Listed: TSX, NYSE
Key Highlights
- Proposal brings together two best-in-class companies with
complementary assets and minimal overlap
- PotashCorp supportive of K+S operations, employees and
communities, and believes K+S management and employees to be an
important part of a successful combination
- Proposal not predicated on closing mines, curtailing
production, selling the salt business or cutting jobs
- Well capitalized, diversified enterprise provides platform
for future growth and greater opportunities for K+S employees'
career growth and employment stability
- Proposal of €41 per share in cash provides 57 percent
premium to the volume weighted average share price during the prior
12 months, and certain value to K+S shareholders
SASKATOON, July 2, 2015 /CNW/ - Potash Corporation of
Saskatchewan Inc. (PotashCorp) acknowledged the statement issued
today by K+S Aktiengesellschaft (K+S) (SDF: GR).
PotashCorp believes the proposed transaction would combine two
best-in-class companies with minimal overlap to create a global
producer in the nutrient industry for the long-term benefit of
investors, customers, employees and the communities where both
companies operate. The company affirmed that its proposal is not
predicated on closing mines, curtailing production, selling the
salt business or cutting jobs.
PotashCorp has put forward a compelling proposal to negotiate a
transaction that it believes balances the interests of investors
and other stakeholders, including the employees and communities in
which the companies operate. It is encouraged by K+S' response
since many of the matters raised have already been addressed in
previous correspondence or can be addressed if K+S were to agree to
meet with company representatives.
"We believe that the combination of our two companies would
create a well-capitalized, more diversified company across
products, geographies, production, distribution and customers,"
said PotashCorp CEO Jochen Tilk. "We
believe this creates greater opportunities and security for all
employees. Management and employees of K+S are critical to the
future performance of the combined company and we look forward to
working collaboratively to address any issues, including
safeguarding the interests of employees and communities. We are
seeking to meet with K+S management at the earliest possible
opportunity so that we can jointly discuss our commitments and
further specify the details that would form the basis of a
successful combination."
Additional details and intentions regarding social commitments
are included in correspondence that PotashCorp previously provided
to K+S.
There can be no assurance that any transaction will result from
this proposal or, if so, as to the ultimate timing or terms
thereof.
PotashCorp is the world's largest integrated fertilizer and
related industrial and feed products company by capacity and plays
an integral role in global food production. PotashCorp is the
world's largest producer, by capacity, of potash and one of the
largest producers of nitrogen and phosphate. These three essential
nutrients are required to help farmers grow healthier, more
abundant crops. With the global population rising and diets
improving in developing countries, these nutrients offer a
responsible and practical solution to meeting the long-term demand
for food. While agriculture is its primary market, the company also
produces products for animal feed and industrial uses. Common
shares of Potash Corporation of Saskatchewan Inc. are listed on the
Toronto Stock Exchange and the New York Stock Exchange.
This release contains "forward-looking statements" (within
the meaning of the US Private Securities Litigation Reform Act of
1995) or "forward-looking information"(within the meaning of
appropriate Canadian securities legislation) that relate to future
events or our future performance. These statements can be
identified by expressions of belief, expectation or intention, as
well as those statements that are not historical fact. These
statements often contain words such as "should," "could," "expect,"
"may," "anticipate," "believe," "intend," "estimates," "plans" and
similar expressions. These statements are based on certain factors
and assumptions as set forth in this document, including with
respect to: foreign exchange rates, expected growth, results of
operations, performance, business prospects and opportunities and
effective tax rates. While we consider these factors and
assumptions to be reasonable based on information currently
available, they may prove to be incorrect. Forward-looking
statements are subject to risks and uncertainties that are
difficult to predict. The results or events set forth in
forward-looking statements may differ materially from actual
results or events. Several factors could cause actual results
or events to differ materially from those expressed in
forward-looking statements including, but not limited to, the
following: variations from our assumptions with respect to foreign
exchange rates, expected growth, results of operations,
performance, business prospects and opportunities, and effective
tax rates; risks and uncertainties associated with the proposed but
not completed transaction including the risk that the transaction
may not be completed on a timely basis or at all; fluctuations in
supply and demand in the fertilizer, sulfur, transportation and
petrochemical markets; changes in competitive pressures, including
pricing pressures; costs and availability of transportation and
distribution for our raw materials and products, including railcars
and ocean freight; risks and uncertainties related to operating and
workforce changes made in response to our industry and the markets
we serve; risks and uncertainties related to our international
operations and assets; failure to prevent or respond to a major
safety incident; adverse or uncertain economic conditions and
changes in credit and financial markets; the results of sales
contract negotiations within major markets; economic and political
uncertainty around the world; risks associated with natural gas and
other hedging activities; changes in capital markets; unexpected or
adverse weather conditions; catastrophic events or malicious acts,
including terrorism; changes in currency and exchange rates;
imprecision in reserve estimates; adverse developments in new and
pending legal proceedings or government investigations; our
prospects to reinvest capital in strategic opportunities and
acquisitions; our ownership of non-controlling equity interests in
other companies; the impact of further technological innovation;
increases in the price or reduced availability of the raw materials
that we use; security risks related to our information technology
systems; strikes or other forms of work stoppage or slowdowns;
timing and impact of capital expenditures; rates of return on, and
the risks associated with, our investments and capital
expenditures; changes in, and the effects of, government policies
and regulations; certain complications that may arise in our mining
process, including water inflows; our ability to attract, retain,
develop and engage skilled employees; risks related to reputational
loss; earnings; and the decisions of taxing authorities, which
could affect our effective tax rates. These risks and
uncertainties are discussed in more detail under the headings "Risk
Factors" and "Management's Discussion and Analysis of Results and
Operations and Financial Condition" in our Annual Report on Form
10-K for the fiscal year ended December 31,
2014 and in other documents and reports subsequently filed
by us with the US Securities and Exchange Commission and the
Canadian provincial securities commissions. There can be no
assurance that the proposed transaction will be completed.
Completion of the proposed transaction is subject to a number of
risks and uncertainties. Forward-looking statements are given only
as of the date hereof and we disclaim any obligation to update or
revise any forward-looking statements in this release, whether as a
result of new information, future events or otherwise, except as
required by law.
SOURCE Potash Corporation of Saskatchewan Inc.