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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/