NYSE, TSX: NTR
SASKATOON, Jan. 16, 2018 /CNW/ - Nutrien Ltd.
("Nutrien") today announced that its wholly-owned subsidiary,
Potash Corporation of Saskatchewan Inc., intends to sell
176,088,630 ordinary shares (the "Shares") of Israel Chemicals Ltd.
("ICL") – or 100% of Nutrien's total stake – in a private secondary
offering, subject to customary closing conditions. The offering is
expected to close on January 23, 2018
(Israel). Nutrien expects to
receive approximately US$700 million
of net proceeds from the sale of the Shares.
The offering of the Shares has not been, and will not be,
registered under the U.S. Securities Act of 1933 or the securities
laws of any other jurisdiction and may not be offered or sold in
the United States absent
registration or an applicable exemption from registration
requirements. The Shares will be offered only to qualified
institutional buyers under Rule 144A and to persons outside
the United States under Regulation
S.
No sales of Shares are intended to be made to any person that,
after giving effect to the offering, results in such person or its
affiliates becoming a beneficial owner of more than 5% of the
outstanding ordinary shares of ICL. By participating in the
offering, each purchaser of ordinary shares is deemed to represent
and warrant to the selling shareholder that, immediately after
giving effect to the offering, neither it nor any of its affiliates
(acting alone or as a part of any group (within the meaning of
Section 13(d) of the Exchange Act) will (1) become a beneficial
owner (as defined pursuant to Rule 13d-3 or Rule 13d-5 under the
Exchange Act) of more than 5% of the outstanding ordinary shares of
ICL as of the date of the offering or (2) be required to be filed a
Schedule 13D or Schedule 13G with the U.S. Securities and Exchange
Commission.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any offer or
sale of the Shares in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to their
registration or qualification under the securities laws of any such
state or jurisdiction.
About Nutrien
Nutrien is the world's largest provider of crop inputs and
services, playing a critical role in helping growers increase food
production in a sustainable manner. We produce and distribute over
25 million tonnes of potash, nitrogen and phosphate products
world-wide. With this capability and our leading agriculture retail
network, we are well positioned to supply the needs of our
customers. We operate with a long-term view and are committed to
working with our stakeholders as we address our economic,
environmental and social priorities. The scale and diversity of our
integrated portfolio provides a stable earnings base, multiple
avenues for growth and the opportunity to return capital to
shareholders. For further information visit us at
www.nutrien.com.
Forward Looking Statements
Certain statements and other information included in this press
release constitute "forward-looking information" or
"forward-looking statements" (collectively, "forward-looking
statements") under applicable securities laws. All statements in
this press release, other than those relating to historical
information or current conditions, are forward-looking statements,
including, but not limited to, statements relating to the expected
size and outcome of the proposed sale of Shares.
Forward-looking statements in this press release are based on
certain key expectations and assumptions made by Nutrien, including
expectations and assumptions concerning: customer demand for
Nutrien's products; commodity prices and interest and foreign
exchange rates; operating synergies, capital efficiencies and
cost-savings; applicable tax laws; future production rates; future
debt ratings; the sufficiency of budgeted capital expenditures in
carrying out planned activities; and the availability and cost of
labour and services. Although Nutrien believe that the
expectations and assumptions on which such forward-looking
statements are based are reasonable, undue reliance should not be
placed on the forward-looking statements because Nutrien can give
no assurance that they will prove to be correct.
Forward-looking statements are subject to various risks and
uncertainties which could cause actual results and experience to
differ materially from the anticipated results or expectations
expressed in this press release. Key risks and uncertainties
include, but are not limited: general global economic, market and
business conditions; weather conditions including impacts from
regional flooding and/or drought conditions; crop plant area, yield
and prices; the supply and demand and price levels for major
products of Nutrien may vary from what we currently anticipate;
failure to realize anticipated synergies or cost savings; risks
regarding the integration; failure to realize governmental and
regulatory requirements and actions by governmental authorities,
including changes in government policy, government ownership
requirements, changes in environmental, tax and other laws or
regulations and the interpretation thereof, and political risks,
including civil unrest, actions by armed groups or conflict,
regional natural gas supply restrictions as well as counterparty
and sovereign risk; and relationships with employees, customers,
business partners and competitors.
Nutrien disclaim any intention or obligation to update or revise
any forward-looking statements in this press release as a result of
new information or future events, except as may be required under
applicable U.S. federal securities laws or applicable Canadian
securities legislation.
SOURCE Nutrien Ltd.