Symbol: POT
Listed: TSX, NYSE
SASKATOON, Oct. 4, 2015 /PRNewswire/ - Potash Corporation of
Saskatchewan Inc. (PotashCorp) announced that it has withdrawn its
proposal to negotiate a transaction with K+S Aktiengesellschaft
(K+S) (SDF: GR).
The private proposal of €41 per share on May 31, 2015 sought to bring together
complementary assets that would have enhanced financial resources
and allowed the combined company and its stakeholders to benefit
from greater diversification across geographies and products. It
reflected a 59 percent premium to the volume weighted average of
K+S' share price during the prior 12 months and included
comprehensive, credible commitments to K+S' employees, unions and
communities.
"Our proposal reflected full and fair value, and was predicated
on a collaborative process with access to customary due diligence,"
said Jochen Tilk, PotashCorp
President and CEO. "Since that time, challenging macroeconomic
conditions have contributed to a significant decline of global
commodity and equity markets, with potash peer stocks down almost
40 percent*. In light of these market conditions and a lack of
engagement by K+S management, we have concluded that continued
pursuit of a combination is no longer in the best interests of our
shareholders."
PotashCorp will continue to focus on its disciplined growth
strategy. With a strong balance sheet, top-tier assets and a track
record of operational excellence, PotashCorp believes it is well
positioned to capture future opportunities.
* Based on average of peer group including The Mosaic Company,
Israel Chemicals Ltd. and Intrepid Potash Inc.; excludes PJSC
Uralkali given expected delisting from exchanges.
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. PotashCorp's
common shares are listed on the Toronto Stock Exchange and the New
York Stock Exchange.
Website: www.potashcorp.com
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 PotashCorp considers 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 PotashCorp's 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 existing or
future investments or strategic transactions; 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 of raw materials and products, including railcars and
ocean freight; risks and uncertainties related to operating and
workforce changes made in response to industry and the markets
conditions; risks and uncertainties related to 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; 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, investments and capital expenditures;
changes in, and the effects of, government policies and
regulations; complications that may arise in mining process,
including water inflows; PotashCorp's ability to attract, retain,
develop and engage skilled employees; risks related to reputational
loss; earnings; and the decisions of taxing authorities, which
could affect 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 PotashCorp's 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. 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.