SASKATOON and CALGARY, Nov. 17,
2017 /PRNewswire/ - Potash Corporation of Saskatchewan Inc.
(PotashCorp) (TSX and NYSE: POT) and Agrium Inc. (Agrium) (TSX and
NYSE: AGU) today announced the mailing of the letters of
transmittal and election forms in connection with the proposed
merger of equals transaction to their respective registered
shareholders.
Each company's letter of transmittal and election form outlines
the necessary documentation and information required to be sent to
the depositary for the transaction, AST Trust Company (Canada) (the "Depositary"), by a registered
shareholder in order to receive the shares of the parent entity,
Nutrien Ltd., to which they are entitled in exchange for their
Agrium or PotashCorp common shares, as applicable, once the
transaction is completed and, if eligible, to make an election in
respect of their shares.
The letters of transmittal and election forms are for use by
registered shareholders only. Beneficial shareholders that do not
have their common shares of Agrium or PotashCorp registered in
their name (rather, such shares are registered in the name of a
broker or other intermediary) should contact their broker or other
intermediary for instructions and assistance regarding receipt of
any shares of Nutrien Ltd. to which they are entitled once the
transaction is completed or, if eligible, to make an election in
respect of their shares.
Agrium's letter of transmittal and election form will be
available on Agrium's website at www.agrium.com, and PotashCorp's
letter of transmittal and election form will be available on
PotashCorp's website at www.potashcorp.com, and both letters of
transmittal will be available on the merger website of Agrium and
PotashCorp at www.worldclasscropinputsupplier.com. Copies of the
applicable letter of transmittal and election form will also be
available under Agrium's and PotashCorp's respective profiles on
SEDAR at www.sedar.com and the Securities and Exchange Commission's
website at www.sec.gov. Additional copies of the letters of
transmittal are also available by contacting Kingsdale Advisors at
contactus@kingsdaleadvisors.com.
The letters of transmittal and election forms also provide
eligible Canadian residents that are registered Agrium and
PotashCorp shareholders with the ability to make an election to
have the exchange of their Agrium or PotashCorp shares carried out
in such a manner that may allow such shareholders to defer the
realization of any accrued capital gain or a capital loss for
Canadian federal income tax purposes (without the need to complete
any tax election forms). See "Part I – The Arrangement -
Certain Canadian Federal Income Tax Considerations" of the
joint information circular of Agrium and PotashCorp dated
October 3, 2016 for further
information with respect to such election. As noted in the joint
information circular, shareholders should consult their own tax
advisors for advice in respect of the consequences to them of the
transaction having regard to their particular circumstances.
Any letter of transmittal and election form deposited with the
Depositary will be revocable up to the election deadline by written
notice or by filing a later-dated letter of transmittal received by
the Depositary prior to the election deadline. A letter of
transmittal and election form may not be withdrawn by a shareholder
after the election deadline. Agrium and PotashCorp will announce
the election deadline in a press release disseminated through
nationally recognized wire services in Canada and the
United States at least six business days prior to such
deadline.
As previously announced, Agrium and PotashCorp have obtained the
necessary shareholder and court approvals required to meet certain
conditions to the completion of the transaction, but completion of
the transaction remains conditional on the satisfaction of the
remaining regulatory and other customary conditions. Agrium and
PotashCorp expect to close the transaction by the end of the fourth
quarter of 2017. In the event that the transaction is not
completed, any share certificates delivered to the Depositary will
be returned.
About Agrium
Agrium Inc. is a major global producer
and distributor of agricultural products, services and solutions.
Agrium produces nitrogen, potash and phosphate fertilizers, with a
combined wholesale nutrient capacity of close to 11 million tonnes
and with significant competitive advantages across our product
lines. We supply key products and services directly to growers,
including crop nutrients, crop protection, seed, as well as
agronomic and application services, thereby helping growers to meet
the ever growing global demand for food and fiber. Agrium
retail-distribution has an unmatched network of approximately 1,500
facilities and over 3,300 crop consultants who provide advice and
products to our grower customers to help them increase their yields
and returns on hundreds of different crops. With a focus on
sustainability, the company strives to improve the communities in
which it operates through safety, education, environmental
improvement and new technologies such as the development of
precision agriculture and controlled release nutrient products.
Agrium is focused on driving operational excellence across our
businesses, pursuing value-enhancing growth opportunities and
returning capital to shareholders. For more information visit:
www.agrium.com
About PotashCorp
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.
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 the completion of the proposed
transaction, including timing thereof, and the anticipated tax
treatment of the proposed transaction.
Forward-looking statements in this press release are based on
certain key expectations and assumptions made by Agrium and
PotashCorp, including expectations and assumptions concerning the
time necessary to satisfy the conditions to the closing of the
transaction. These dates may change for a number of reasons,
including the need for additional time to satisfy the regulatory
and other customary conditions to the completion of the
transaction. Although Agrium and PotashCorp 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 Agrium and
PotashCorp can give no assurance that they will prove to be
correct.
Agrium and PotashCorp 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.
Additional Information and Where to Find It
Additional information about Agrium and PotashCorp can be found
under their respective corporate profiles on SEDAR at www.sedar.com
or on EDGAR at www.sec.gov, respective websites at www.agrium.com
and www.potashcorp.com, or by contacting the contacts below.
SOURCE Potash Corporation of Saskatchewan Inc.