Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - POTASH CORP OF SASKATCHEWAN INC | c64423e8vk.htm |
Exhibit 99.1
|
 |
| For Immediate Release | Symbol: POT | |
| August 17, 2010 | ||
| Listed: TSX, NYSE |
PotashCorp Adopts Shareholder Rights Plan
Saskatoon, Saskatchewan – Potash Corporation of Saskatchewan Inc. (“PotashCorp”) today announced
that its Board of Directors has adopted a Shareholder Rights Plan, subject to TSX acceptance.
The Rights Plan is intended to ensure that in the context of a formal take-over bid, the Board of
Directors of PotashCorp has sufficient time to explore and develop alternatives to enhance
shareholder value, including competing transactions that might emerge.
In connection with the adoption of the Rights Plan, the Board of Directors authorized the issuance
of one share purchase right in respect of each common share of PotashCorp outstanding as of the
close of business on August 16, 2010 (and each share issued thereafter, subject to the limitations
set out in the Rights Plan). Under the terms of the Rights Plan, the rights will become
exercisable if a person, together with its affiliates, associates and joint actors, acquires or
announces an intention to acquire beneficial ownership of shares which, when aggregated with its
current holdings, total 20% or more of PotashCorp’s outstanding common shares, subject to the
ability of the Board of Directors to defer the time at which the rights become exercisable and to
waive the application of the Rights Plan.
Following the acquisition of more than 20% of the outstanding common shares by any person (and its
affiliates, associates and joint actors), each right held by a person other than the acquiring
person (and its affiliates, associates and joint actors) would, upon exercise, entitle the holder
to purchase PotashCorp’s common shares at a substantial discount to their then prevailing market
price.
The Rights Plan permits the acquisition of control of Potash through a “permitted bid”, a
“competing permitted bid” or a negotiated transaction. A permitted bid is one that, among other
things, is made to all holders of shares, is open for a minimum of 90 days and is supported by a
majority of PotashCorp’s shareholders.
A more detailed summary of the rights plan is set out in PotashCorp’s Material Change Report and
Current Report on Form 8-K which is being filed with the Canadian securities regulatory
authorities and the United States Securities and Exchange Commission and will be available at
www.sedar.com and www.sec.gov. A full copy of the Rights Plan will also be
available at www.sedar.com and www.sec.gov in due course.
POTASH CORPORATION OF SASKATCHEWAN INC.
SUITE 500, 122 – 1ST AVENUE SOUTH, SASKATOON, SK CANADA S7K 7G3 PHONE (306) 933-8520 FAX (306) 933-8844
SUITE 500, 122 – 1ST AVENUE SOUTH, SASKATOON, SK CANADA S7K 7G3 PHONE (306) 933-8520 FAX (306) 933-8844
(Page 2)
This release contains forward-looking statements or forward-looking information
(forward-looking statements). These statements are based on certain factors and assumptions
including foreign exchange rates, expected growth, results of operations, performance, business
prospects, evaluations and opportunities and effective income tax rates. While the company
considers these factors and assumptions to be reasonable based on information currently available,
they may prove to be incorrect. Several factors could cause actual results to differ materially
from those expressed in the forward-looking statements, including, but not limited to: future
actions taken by BHP Billiton in connection with its unsolicited, non-binding proposal;
fluctuations in supply and demand in fertilizer, sulfur, transportation and petrochemical markets;
changes in competitive pressures, including pricing pressures; the recent global financial crisis
and conditions and changes in credit markets; the results of sales contract negotiations with China
and India; timing and amount of capital expenditures; risks associated with natural gas and other
hedging activities; changes in capital markets and corresponding effects on the company’s
investments; changes in currency and exchange rates; unexpected geological or environmental
conditions, including water inflow; strikes and other forms of work stoppage or slowdowns; changes
in and the effects of, government policy and regulations; and earnings, exchange rates and the
decisions of taxing authorities, all of which could affect our effective tax rates. Additional
risks and uncertainties can be found in our Form 10-K for the fiscal year ended December 31, 2009
under captions “Forward-Looking Statements” and “Item 1A — Risk Factors” and in our other filings
with the US Securities and Exchange Commission and Canadian provincial securities commissions.
Forward-looking statements are given only as at the date of this release and the company disclaims
any obligation to update or revise the forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by law.
For further information please contact:
| Investors | Media | |
Denita Stann
|
Bill Johnson | |
Senior Director, Investor Relations
|
Director, Public Affairs | |
Phone: (847) 849-4277
|
Phone: (306) 933-8849 | |
Email: ir@potashcorp.com
|
Email: pr@potashcorp.com | |
| Eric Brielmann / Jamie Moser / Andrew Siegel | ||
| Joele Frank, Wilkinson Brimmer Katcher | ||
| Phone: (212) 355-4449 |
Web Site: www.potashcorp.com