Listed: TSX, NYSE
Symbol: POT
SASKATOON, May 13, 2016 /PRNewswire/ - Potash
Corporation of Saskatchewan Inc. (PotashCorp) has become aware of
an unsolicited "mini-tender" offer made by TRC Capital Corporation
(TRC Capital) to purchase up to 5,000,000 PotashCorp common shares,
or approximately 0.60% of PotashCorp's outstanding common shares,
at a price of C$19.95 per common
share. The offering price represents a discount of 4.41% and
4.68%, respectively, to the closing prices of PotashCorp common
shares on the Toronto Stock Exchange and New York Stock Exchange on
May 10, 2016, the last trading day
before the mini-tender offer was commenced.
PotashCorp does not endorse this unsolicited mini-tender offer
and recommends that shareholders do not tender their shares.
PotashCorp is not associated with TRC Capital, its mini-tender
offer or the mini-tender offer documentation.
TRC Capital has made similar unsolicited mini-tender offers for
shares of other public companies. Mini-tender offers are
designed to avoid many disclosure and procedural requirements
applicable to most take-over bids and tender offers under Canadian
and United States securities
legislation.
The Canadian Securities Administrators (CSA) have expressed
serious concerns about mini‑tender offers, such as the possibility
that investors might tender to a mini-tender offer based upon a
misunderstanding of the terms of the offer, including the per
securities price available under the offer relative to the market
price of such securities. Comments from the CSA on
mini‑tenders can be found on the Ontario Securities Commission
website at:
http://www.osc.gov.on.ca/en/SecuritiesLaw_csa_19991210_61-301.jsp.
The U.S. Securities and Exchange Commission (SEC) has also
issued comments about mini-tender offers. The SEC states:
"Some bidders make mini-tender offers at below-market prices,
hoping that they will catch investors off-guard if the investors do
not compare the offer price to the current market price." The SEC
advisory can be found at:
http://www.sec.gov/investor/pubs/minitend.htm.
PotashCorp urges shareholders to obtain current market
quotations for their shares, consult with their broker or financial
advisor and exercise caution with respect to TRC Capital's
offer. PotashCorp recommends that shareholders who have not
responded to TRC Capital's mini-tender offer take no action.
Shareholders who have already tendered their shares should take
actions to withdraw them including reviewing the withdrawal
procedures in TRC Capital's offering documents.
PotashCorp requests that a copy of this news release be included
with all distributions of materials relating to TRC Capital's
mini-tender offer related to PotashCorp common shares.
PotashCorp is the world's largest crop nutrient company and
plays an integral role in global food production. The company
produces the three essential nutrients required to help farmers
grow healthier, more abundant crops. With 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. PotashCorp is the largest producer, by capacity,
of potash and one of the largest producers of nitrogen and
phosphate. While agriculture is its primary market, the company
also produces products for animal nutrition and industrial uses.
Common shares of Potash Corporation of Saskatchewan Inc. are listed
on the Toronto Stock Exchange and the New York Stock
Exchange.
SOURCE Potash Corporation of Saskatchewan Inc.