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Last updated on April 16, 2014 at 1:21 EDT

Mosaic Provides Update On Class A Shares

June 25, 2013

PLYMOUTH, Minn., June 25, 2013 /PRNewswire/ — The Mosaic Company (NYSE: MOS) provided an update today on the potential disposition of the 129 million Class A restricted shares held by the Margaret A. Cargill Foundation, the Anne Ray Charitable Trust (collectively, the MAC Trusts), and various family shareholders of Cargill, Incorporated (Cargill).

The two-year anniversary of the transaction resulting in the split-off of Mosaic from Cargill was May 25, 2013. Since that date, Mosaic has engaged in discussions with Cargill and the MAC Trusts regarding the disposition of the Class A shares, including a potential share repurchase transaction. In connection with these discussions, Mosaic, with the MAC Trusts’ support, requested that Cargill amend the split-off agreement to allow for a negotiated repurchase of shares by Mosaic from the Class A shareholders prior to November 26, 2013. Following that date, no contractual restrictions remain on share repurchases.

After considering the request, Cargill declined to amend the agreement to allow for earlier share repurchases. As a result, Mosaic is not permitted to engage in open market or negotiated share repurchases until after November 26, 2013. The only practical means for the Class A shareholders to dispose of their shares prior to that date would be through an underwritten public secondary offering, which could be initiated by the MAC Trusts prior to June 26, 2013 or Mosaic thereafter. After considering its alternatives, the MAC Trusts have notified Mosaic that they will not exercise their current right to request an underwritten public secondary offering.

Mosaic is disappointed in its inability to effect share repurchases this summer and looks forward to initiating share repurchases after November 26, 2013. At that time, depending on market conditions and sellers’ interest, Mosaic will consider the repurchase of shares either in a negotiated transaction with the Class A shareholders or through open market repurchases.

Mosaic continues to target the middle of 2014 to achieve its previously stated balance sheet targets.

About The Mosaic Company

The Mosaic Company is one of the world’s leading producers and marketers of concentrated phosphate and potash crop nutrients. Mosaic is a single source provider of phosphate and potash fertilizers and feed ingredients for the global agriculture industry. More information on the company is available at www.mosaicco.com.

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results. Such statements are based upon the current beliefs and expectations of The Mosaic Company’s management and are subject to significant risks and uncertainties. These risks and uncertainties include but are not limited to the predictability and volatility of, and customer expectations about, agriculture, fertilizer, raw material, energy and transportation markets that are subject to competitive and other pressures and economic and credit market conditions; the level of inventories in the distribution channels for crop nutrients; changes in foreign currency and exchange rates; international trade risks; changes in government policy; changes in environmental and other governmental regulation, including greenhouse gas regulation, implementation of numeric water quality standards for the discharge of nutrients into Florida waterways or possible efforts to reduce the flow of excess nutrients into the Mississippi River basin or the Gulf of Mexico; further developments in judicial or administrative proceedings, or complaints that Mosaic’s operations are adversely impacting nearby business operations or properties; difficulties or delays in receiving, increased costs of or challenges to necessary governmental permits or approvals or increased financial assurance requirements; resolution of global tax audit activity; the effectiveness of the Company’s processes for managing its strategic priorities; the ability of Mosaic, Ma’aden and SABIC to agree upon definitive agreements relating to the prospective joint venture for the Northern Promise Phosphate Project, the final terms of any such definitive agreements, the ability of the joint venture to obtain project financing in acceptable amounts and upon acceptable terms, the future success of current plans for the joint venture and any future changes in those plans; adverse weather conditions affecting operations in Central Florida or the Mississippi River basin or the Gulf Coast of the United States, and including potential hurricanes, excess rainfall or drought; actual costs of various items differing from management’s current estimates, including, among others, asset retirement, environmental remediation, reclamation or other environmental regulation, or Canadian resources taxes and royalties; brine inflows at Mosaic’s Esterhazy, Saskatchewan potash mine or other underground mines; other accidents and disruptions involving Mosaic’s operations, including potential mine fires, floods, explosions, seismic events or releases of hazardous or volatile chemicals, as well as other risks and uncertainties reported from time to time in The Mosaic Company’s reports filed with the Securities and Exchange Commission. Actual results may differ from those set forth in the forward-looking statements.

SOURCE The Mosaic Company


Source: PR Newswire