Mosaic Announces Proposed Offering of Common Stock in Conjunction With Inclusion Into the S&P 500 Index
PLYMOUTH, Minn., Sept. 22, 2011 /PRNewswire/ -- The Mosaic Company
announced today that in conjunction with the September 21, 2011 announcement by Standard & Poor's to include The Mosaic Company in the S&P 500 index, the Company intends to effect a registered secondary offering of its common stock by the Margaret A. Cargill Trusts. The Company expects that, subject to market and other conditions, these stockholders will offer approximately 18,000,000 shares of common stock, plus up to an additional 2,700,000 shares subject to the underwriter's overallotment option.Standard & Poor's will add Mosaic's common stock to the S&P 500 index after the close of trading on September 23, 2011. Companies are considered for addition to the index based on several criteria, one of which is a public float of at least 50%. Mosaic achieved this through Cargill's exit from its ownership of Mosaic earlier this year, including a secondary offering of 115 million shares last May.
This offering is part of the structure that was put in place as part of Mosaic's May 25, 2011 split-off from Cargill and that was designed to facilitate an orderly distribution of Mosaic's common shares formerly held by Cargill. This offering is part of 42 million shares remaining for possible sale by the Margaret A. Cargill Trusts during the 15 month period following the split-off. Mosaic has included additional information about the split-off and orderly distribution of the shares in its annual report on Form 10-K for its fiscal year ended May 31, 2011.
J.P. Morgan Securities LLC and UBS Securities LLC are serving as the joint book-running managers for the offering. A prospectus supplement relating to the offering will be filed with the Securities and Exchange Commission. When available, a copy of the prospectus supplement and accompanying base prospectus relating to the offering may be obtained from http://www.sec.gov/ or from one of the following banks involved in the transaction.
J.P. Morgan Securities LLC
c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, NY 11717
Telephone: (866) 803-9204
UBS Securities LLC
Attention: Prospectus Department
299 Park Avenue
New York, NY 10171
Telephone: (888) 827-7275
This press release is not an offer to sell, nor a solicitation of an offer to buy securities, nor shall there be any sale of these securities in any state or jurisdiction in which the offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
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 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, 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 our processes for managing our 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 regulation 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.
The Mosaic Company
CONTACT: Media, Rob Litt, The Mosaic Company, 1-763-577-6187,
rob.litt@mosaicco.com, or Investors, Laura Gagnon, The Mosaic Company,
1-763-577-8213, investor@mosaicco.com
Web site: http://www.mosaicco.com/