IMC Global Board of Directors Approves Proposed Merger With Phosphate Resource Partners
March 19 2004 - 8:46AM
PR Newswire (US)
IMC Global Board of Directors Approves Proposed Merger With
Phosphate Resource Partners LAKE FOREST, Ill., March 19
/PRNewswire-FirstCall/ -- IMC Global Inc. announced today that its
Board of Directors unanimously approved a proposal to merge
Phosphate Resource Partners Limited Partnership with a subsidiary
of IMC Global, pursuant to which each publicly traded Partnership
unit would be converted into the right to receive 0.2 shares of IMC
Global common stock. In connection with the Board's approval, IMC
executed the merger agreement relating to the Partnership merger
which was also signed by the Partnership and the other parties
thereto. IMC Global has previously announced that it has authorized
management to communicate a proposal to acquire all of the publicly
held units of the Partnership. In addition, the Board of Directors
of PRP-GP LLC, the administrative managing general partner of the
Partnership and a wholly owned subsidiary of IMC Global, previously
announced that it had unanimously approved a proposal to merge the
Partnership with a subsidiary of IMC, and recommended that
unitholders vote to approve the merger. In addition, if IMC
Global's previously announced combination with Cargill Crop
Nutrition, a division of Cargill, Incorporated, is consummated
simultaneously with or shortly after the Partnership merger and IMC
Global 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 new company. The combination between
IMC Global and Cargill Crop Nutrition 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 will file with the Securities and
Exchange Commission a proxy statement/prospectus on Form S-4 to
obtain unitholder approval of the Partnership merger. 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 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 inthe
forward-looking statements 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
regarding the 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 proposed 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, PLPand 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: Investors
and Media, David A. Prichard of IMC Global Inc., +1-847-739-1810,
Web site: http://www.imcglobal.com/ http://phosplp.com/
Copyright
I M C Global (NYSE:IGL)
Historical Stock Chart
From Jun 2024 to Jul 2024
I M C Global (NYSE:IGL)
Historical Stock Chart
From Jul 2023 to Jul 2024