Mosaic and Cargill Complete Transaction to Split-Off and Distribute Cargill’s Stake in Mosaic
PLYMOUTH, Minn. and MINNEAPOLIS, May 25, 2011 /PRNewswire/ — The Mosaic Company (NYSE: MOS), one of the world’s leading providers of crop nutrients and feed ingredients for the global agriculture industry, and Cargill, Incorporated, a privately held international producer and marketer of food, agriculture, financial and industrial products and services, today jointly announced the closing of Mosaic’s previously announced recapitalization and split-off from Cargill. As a result of the transaction, Cargill distributed its entire 64 percent stake in Mosaic, approximately 286 million shares, to Cargill’s shareholders and debt holders.
Cargill distributed approximately 178 million Mosaic shares to Cargill shareholders in a split-off and exchanged its remaining 107.5 million Mosaic shares with Cargill debt holders. As a result of the recapitalization and split-off, Mosaic will no longer be a majority-owned company.
Mosaic also announced the completion of the previously announced secondary offering of 115 million shares of its common stock, including 15 million shares pursuant to the exercise of the underwriters’ over-allotment option in its entirety. These 115 million shares included 7.5 million shares distributed to Cargill shareholders in the split-off and 107.5 million shares exchanged with Cargill debt holders. Mosaic did not receive any proceeds from the offering. Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and UBS Securities LLC served as the joint book-running managers for the offering.
Jim Prokopanko, Mosaic’s president and chief executive officer, said, “Closing this transaction gives us more of a free hand to create long-term value for Mosaic shareholders. This increased flexibility will allow us to grow as an independent company and pursue our strategic and financial goals against the backdrop of robust industry dynamics.”
Greg Page, Cargill’s chairman and chief executive officer, said, “Mosaic has been a landmark investment for Cargill. Although our company will no longer be a shareholder of Mosaic, we will continue to be a Mosaic customer. We look forward to continuing our strong commercial relationship with Mosaic.”
Immediately prior to the closing of the transaction, all of Mosaic’s shares were recapitalized into three classes of stock: Common Stock, Class A common stock and Class B common stock, all of which have the same economic rights. The Common Stock and Class A common stock have one vote per share on all matters, whereas the Class B common stock has the right to cast 10 votes per share solely for the election of directors and one vote per share on all other matters. The shares of Class A common stock and the Class B common stock, all of which were held by Cargill immediately following the recapitalization and were distributed to Cargill shareholders in the split-off, are subject to transferability restrictions and will not be publicly traded. The Common Stock, which will continue to trade under the ticker symbol “MOS,” is not subject to restrictions on transferability.
All Mosaic shareholders, not including Cargill, received one share of Common Stock in the recapitalization, representing the same economic value as their previously held share of Mosaic common stock. Cargill’s 286 million shares of common stock were recapitalized into the 115 million shares of Common Stock sold in the secondary offering, 58 million shares of Class A common stock and 113 million shares of Class B common stock. As a result of completing this transaction, Cargill no longer holds any ownership position in Mosaic.
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 phosphates and potash fertilizers and feed ingredients for the global agriculture industry. More information on the company is available at www.mosaicco.com. Mosaic was created in 2004 through the combination of Cargill’s fertilizer business with IMC Global, whereby Cargill received its 64 percent stake in Mosaic.
About Cargill, Incorporated
Cargill is an international producer and marketer of food, agricultural, financial and industrial products and services. Founded in 1865, the privately held company employs 131,000 people in 66 countries. Cargill helps customers succeed through collaboration and innovation, and is committed to applying its global knowledge and experience to help meet economic, environmental and social challenges wherever it does business. For more information, visit www.cargill.com.
Safe Harbor Statement
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 the recapitalization transaction, the nature and impact of the transaction, benefits of the transaction; future strategic plans and other 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 risks and uncertainties arising from difficulties with realization of the benefits of the transaction; 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 and implementation of the U.S. Environmental Protection Agency’s numeric water quality standards for the discharge of nutrients into Florida lakes and streams; further developments in the lawsuit involving the federal wetlands permit for the extension of the Company’s South Fort Meade, Florida, mine into Hardee County, including orders, rulings, injunctions or other actions by the court or actions by the plaintiffs, the Army Corps of Engineers or others in relation to the lawsuit, or any actions the Company may identify and implement in an effort to mitigate the effects of the lawsuit; other difficulties or delays in receiving, or increased costs of, or revocation of, necessary governmental permits or approvals; further developments in the lawsuit involving the tolling agreement at the Company’s Esterhazy, Saskatchewan, potash mine, including settlement or orders, rulings, injunctions or other actions by the court, the plaintiff or others in relation to the lawsuit; the effectiveness of the Company’s processes for managing its strategic priorities; adverse weather conditions affecting operations in Central Florida or the Gulf Coast of the United States, including potential hurricanes or excess rainfall; actual costs of various items differing from management’s current estimates, including, among others, asset retirement, environmental remediation, reclamation or other environmental obligations, or Canadian resource taxes and royalties; accidents and other disruptions involving Mosaic’s operations, including brine inflows at its Esterhazy, Saskatchewan, potash mine and other 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