SASKATOON, SK and CALGARY, Dec. 19,
2017 /PRNewswire/ - Potash Corporation of Saskatchewan Inc.
(PotashCorp) (TSX and NYSE: POT) and Agrium Inc. (TSX and NYSE:
AGU) today announced that eligible Canadian resident registered
shareholders must complete, sign and return a letter of transmittal
and election form with their share certificate(s) to AST Trust
Company (Canada) (the Depositary)
by the Election Deadline (as defined below) in order to make the
election described below in respect of their Agrium or PotashCorp
common shares in connection with the merger of equals transaction
involving PotashCorp, Agrium and their new parent entity, Nutrien
Ltd.
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 the timing of, and their
eligibility, to make, an election in respect of their Agrium or
PotashCorp shares. Every broker and other intermediary has its own
procedures with respect to the election and may have a deadline
that is earlier than the Election Deadline.
The deadline (Election Deadline) for eligible Canadian residents
that are registered Agrium and PotashCorp shareholders 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 capital loss
for Canadian federal income tax purposes (without the need to
complete any tax election forms) is 5:00
p.m. (Central Standard Time) on Friday, December 29, 2017.
See "Part I – The Arrangement - Certain Canadian Federal Income
Tax Considerations" of the joint information circular of Agrium
and PotashCorp dated October 3, 2016
(Circular) for further information with respect to the election
described above. As noted in the 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 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
may not be withdrawn by a shareholder after the Election Deadline.
In the event that the transaction is not completed, any share
certificates delivered to the Depositary will be returned.
Agrium and PotashCorp have amended the definition of the
Election Deadline in the plan of arrangement (which sets out the
steps for completion of the transaction) to remove the requirement
for such date to be not more than three business days before the
closing date. This amendment will allow the parties to complete the
proposed transaction as soon as possible following completion of
the regulatory approval process in the
United States, without affecting the time period for
eligible registered shareholders to submit their elections.
Agrium's letter of transmittal and election form is available on
Agrium's website at www.agrium.com, and PotashCorp's letter of
transmittal and election form is available on PotashCorp's website
at www.potashcorp.com, and both letters of transmittal are
available on the merger website of Agrium and PotashCorp at
www.worldclasscropinputsupplier.com. Copies of the applicable
letter of transmittal and election form are also 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.
Additional information on the merger between Agrium and
PotashCorp can be found at the following website
http://www.worldclasscropinputsupplier.com/. 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 representatives below.
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.
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 approximately eleven million tonnes
and with significant competitive advantages across our product
lines. Agrium supplies 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 fibre. 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.
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 and the expected completion date 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.
SOURCE Potash Corporation of Saskatchewan Inc.
