I M C Global (NYSE:IGL)
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IMC Global Considers Making Proposal to Phosphate Resource Partners Limited
Partnership and Acquires Voting Rights From Alpine Capital, L.P.
LAKE FOREST, Ill., Dec. 23 /PRNewswire-FirstCall/ -- IMC Global Inc. and
Phosphate Resource Partners Limited Partnership jointly announced today that
IMC Global is considering making a proposal to merge an affiliate of IMC Global
with PLP with each publicly held partnership unit in PLP being converted into
0.2 shares of IMC common stock. In addition, IMC Global and PLP announced that
Alpine Capital, L.P., Keystone, Inc. and The Anne T. and Robert M. Bass
Foundation (collectively, Alpine Capital), which collectively hold 30,732,100
units in PLP, have granted proxies to IMC Global to be voted in favor of such a
transaction if pursued. IMC Global has not made a definitive determination
whether to make a merger proposal to PLP.
Alpine Capital's 30,732,100 units represent approximately 61% of the public
float of PLP, which has about 103.5 million units outstanding. IMC Global owns
indirectly about 53.4 million units of PLP (about 51% of the outstanding units)
and is the parent of PRP-GP LLC, the administrative managing general partner of
PLP.
IMC Global and PLP, with 58.5% and 41.5% ownerships, respectively, are joint
venture partners in IMC Phosphates Company, one of the world's largest producers
and marketers of concentrated phosphates and animal feed ingredients.
IMC Global has previously advised the board of directors of the administrative
general partner of PLP that IMC Global is considering making a proposal to PLP
regarding a possible merger transaction in which the publicly traded units in
PLP would be exchanged for IMC common stock. IMC Global has also advised the
board of directors of the administrative general partners of PLP that a possible
transaction was being discussed with Alpine Capital. The board of directors of
the administrative managing general partner has formed a committee of
independent directors to consider any proposal from IMC Global and is proceeding
to engage independent legal and financial advisors to assist it in considering
any proposal from IMC Global.
There can be no assurance that the board of directors of IMC Global will
authorize the making of a merger proposal to PLP, or, if a proposal is made, as
to what the response the board of directors of the administrative managing
general partner of PLP would be to the proposal. Any merger transaction would
be subject to the negotiation of a definitive merger agreement, necessary
regulatory approvals, action by the unitholders of PLP and other conditions
which are customary for transactions of this nature involving publicly traded
companies. There would not be any requirement for a vote by the shareholders of
IMC Global.
"We believe a potential merger with PLP based on the exchange ratio described
above should be a reasonable value proposition for both IMC Global shareholders
and PLP unitholders while greatly simplifying our corporate structure and
leading to the elimination of overhead costs associated with management of the
limited partnership," said Douglas A. Pertz, Chairman and Chief Executive
Officer of IMC Global.
J. Taylor Crandall, President of a general partner of Alpine Capital and Chief
Operating Officer of Keystone, Inc., said, "This merger, if consummated, will
simplify a complex ownership structure and should enhance management's strategy
to create greater long-term shareholder value for both the PLP unitholders and
IMC Global shareholders."
With 2002 revenues of $2.1 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 provider of feed ingredients for the animal
nutrition industry. For more information, visit IMC Global's Web site at
imcglobal.com.
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.
If the 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, 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 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
Reports 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.
Forward-Looking Statements
This press release includes "forward-looking statements" as defined by the
Securities and Exchange Commission. Such statements are those concerning IMC
Global's and PLP's possible involvement in any merger transaction, expectations
and objectives for future operations, cost savings and shareholder value. All
statements included in this press release that address events or developments
and that are expectations or beliefs about matters that may occur in the future
are forward-looking statements. This includes completion of any proposed
merger, future financial performance and other matters. These forward-looking
statements include statements regarding quarterly and annual results for 2003
and expectations regarding the phosphate market recovery. Such statements are
subject to a number of assumptions, risks and uncertainties, many of which are
beyond the control of the companies, and that could cause actual results to
differ materially from those plans and objectives in the forward-looking
statements.
DATASOURCE: IMC Global Inc.
CONTACT: Investor and Media, David A. Prichard of IMC Global,
+1-847-739-1810,
Web site: http://www.imcglobal.com/
http://www.phosplp.com/