Directors of General Partner of Phosphate Resource Partners Limited Partnership Approve Partnership Merger Proposal With IMC Glo
March 01 2004 - 4:21PM
PR Newswire (US)
Directors of General Partner of Phosphate Resource Partners Limited
Partnership Approve Partnership Merger Proposal With IMC Global
Subsidiary and Recommend Unitholders Vote for Merger LAKE FOREST,
Ill., March 1 /PRNewswire-FirstCall/ -- IMC Global Inc. announced
today that the Board of Directors of PRP-GP LLC, the administrative
managing general partner of Phosphate Resource Partners Limited
Partnership and a wholly owned subsidiary of IMC Global, has
unanimously approved a proposal to merge the Partnership with a
subsidiary of IMC, and recommended that unitholders vote to approve
the merger. Under the terms of the merger proposal, each publicly
traded Partnership unit would be converted into the right to
receive 0.2 shares of IMC common stock. Prior to voting in favor of
the Partnership merger, the Board of Directors received a
recommendation to approve from a special committee of three
independent directors who had been asked to consider the fairness
of the Partnership merger from the perspective of unitholders who
had no affiliation with IMC. In connection with the special
committee's consideration of the Partnership merger, it obtained
the written opinion of Houlihan Lokey Howard & Zukin Financial
Advisors, Inc., financial advisor to the special committee, that,
from a financial point of view, the consideration to be received by
unitholders unaffiliated with IMC in the Partnership merger is fair
to such unitholders. Both the recommendation of the special
committee and the opinion of its financial advisor also considered
the potential that the unitholders who had no affiliation with IMC
would receive common stock of the newly formed company if IMC
consummated its previously announced combination with Cargill Crop
Nutrition, a division of Cargill, Incorporated. Both the
recommendation of the special committee and the conclusion in the
opinion of its financial advisor remained unchanged. The
Partnership merger is not conditioned on the consummation of IMC
Global's combinationwith Cargill Crop Nutrition. If the combination
with Cargill Crop Nutrition is consummated, and IMC shares are
converted into the right to receive common stock of the newly
formed company, then each former publicly held Partnership unit
will be converted into the right to receive 0.2 shares of common
stock of the newly created company. The IMC Global and Cargill Crop
Nutrition combination is subject to regulatory approval in the
United States, Brazil, Canada, China and several other countries;
the approval of IMC Global shareholders; the completion of the
Partnership merger; and satisfaction of other customary closing
conditions. IMC Global will file with the Securities and Exchange
Commission a merger proxy statement/prospectus on Form S-4 to
obtain unitholder approval of the Partnership merger. The merger
agreement relating to the Partnership merger is expected to be
signed shortly, following the final approval by the Board of
Directors of IMC Global. Such approval is expected in the near
future. The Partnership merger will be subject to certain
conditions, including among other things, necessary regulatory
approvals, action by the unitholders of the Partnership, and other
conditions which are customary for transactions of this nature
involving publicly traded companies. There can be no assurance that
the Partnership merger or the IMC Global combination with Cargill
Crop Nutrition will be consummated. PLP is engaged in the
production and sale of phosphate crop nutrients and animal feed
ingredients. For more information, visit the PLP Web site at
phosplp.com. With 2003 revenues of $2.2 billion, IMC Global is the
world's largest producer and marketer of concentrated phosphates
and potash crop nutrients for the agricultural industry and a
leading global provider of feed ingredients for the animal
nutrition industry. For more information, visit IMC Global's Web
site at imcglobal.com. Cautionary Information Regarding
Forward-Looking Statements This press release contains
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements include
statements that are not historical facts. Such statements are based
upon the current beliefs and expectations of IMC Global's
management and are subject to significant risks and uncertainties.
Actual results may differ from those set forth in the
forward-looking statements. Factors that could cause IMC Global's
results to differ materially from those described in the
forward-lookingstatements can be found in the reports of IMC Global
filed with the Securities and Exchange Commission and available at
the Securities and Exchange Commission's Internet site
(http://www.sec.gov/). Not a Proxy Solicitation for IMC Global and
Cargill Crop Nutrition Combination This communication is not a
solicitation of a proxy from any security holder of IMC Global or
Cargill, Incorporated. Stockholders are urged to read the joint
proxy statement/prospectus regarding the proposed transaction
between Cargill and IMC Global when it becomes available, because
it will contain important information. Stockholders will be able to
obtain a free copy of the joint proxy statement/prospectus, as well
as other filings containing information about Cargill and IMC
Global, without charge, at the Securities and Exchange Commission's
Internet site (http://www.sec.gov/). Copies of the joint proxy
statement/prospectus and the filings with the SEC that will be
incorporated by reference in the joint proxy statement/prospectus
can also be obtained, without charge, by directing a request to IMC
Global Inc., 100 South Saunders Road, Lake Forest, Illinois
60045-2561, Attention: David A. Prichard, or by telephone at (847)
739-1200, email: , or to Cargill, Incorporated, 15407 McGinty Road
West, MS 25, Wayzata, Minnesota 55391, Attention: Lori Johnson, or
by telephone at (952) 742-6194, email: . The respective directors
and executive officers of Cargill and IMC Global and other persons
may be deemed to be participants in the solicitation of proxies in
connection with the proposed transaction. Information regarding IMC
Global's directors and executive officers is available in its proxy
statement filed with the SEC on April 11, 2003. Other information
regardingthe participants in the proxy solicitation and a
description of their direct and indirect interests, by security
holdings or otherwise, will be included in the joint proxy
statement/prospectus and other relevant materials to be filed with
the SEC when they become available. Not a Proxy Solicitation for
PLP Merger Proposal This communication is not a solicitation of a
proxy from any security holder of IMC Global or PLP. If the PLP
merger transaction is pursued and moves forward to a vote of PLP
unitholders, prior to any vote, IMC Global will file a Registration
Statement with the Securities and Exchange Commission, which will
include a proxy statement/prospectus and other relevant documents
concerning the proper merger transaction. At that time PLP
unitholders will be urged to read the proxy statement/prospectus
and any other relevant documents filed with the Securities and
Exchange Commission because they will contain important information
relating to IMC Global, PLP and the proposed merger. You will be
able to obtain the document free of charge at the website
maintained by the Securities and Exchange Commission at
http://www.sec.gov/. In addition, you may obtain documents filed
with the SEC by IMC Global, including periodic reports and current
reports, free of charge by requesting them in writing from IMC
Global Inc., 100 South Saunders Road, Lake Forest, Illinois
60045-2561, Attention: David A. Prichard, or by telephone at (847)
739-1200; e-mail: . You may obtain documents filed with the
Securities and Exchange Commission by PLP free of charge by
requesting them in writing from Phosphate Resource Partners Limited
Partnership, 100 South Saunders Road, Suite 300, Lake Forest,
Illinois 60045-2561, or by telephone, (847) 739-1200. IMC Global,
and its respective directors, executive officers and certain
members of management and employees may be considered "participants
in the solicitation" of proxies in connection with any possible
merger transaction. Information regarding such persons and their
interests in PLP is set forth in PLP's Annual Report on Form 10-K
for the year ended December 31, 2002 under Items 10 and 12.
Investors also will be able to obtain additional information
regarding such persons and their interests in any possible
transaction by reading IMC Global's registration statement relating
to a possible merger when and if filed with the Securities and
Exchange Commission. DATASOURCE: IMC Global Inc. CONTACT: David A.
Prichard of IMC Global Inc., +1-847-739-1810, Web site:
http://www.imcglobal.com/ http://www.phosplp.com/
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