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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/