Agrium Inc. and Potash Corporation of Saskatchewan Inc. have agreed to combine in a merger of equals to create a “world-class integrated global supplier of crop inputs,” according to the companies.
Under the agreement, which the boards of directors of both companies unanimously approved, a new parent company will be formed to own both companies. PotashCorp shareholders will receive 0.400 common shares of the new company for each common share of PotashCorp they own, and Agrium shareholders will receive 2.230 common shares of the new company for each common share of Agrium they own.
“This is a transformational merger that creates benefits and growth opportunities that neither company could achieve alone,” says. “Combining our complementary assets will enable us to serve our customers more efficiently, deliver significant operating synergies and improve our cash flows to provide capital returns and invest in growth.”
The exchange ratios represent the exchange ratios of the two companies at market close on the NYSE Aug. 29, 2016, the last trading day prior to when the companies announced that they were in preliminary discussions regarding a merger of equals, which is consistent with the approximate 10 day and 60 day volume weighted average prices through that date.
Following the close of the transaction, PotashCorp shareholders will own approximately 52 percent of the new company, and Agrium shareholders will own approximately 48 percent on a fully diluted basis.
The new company, to be named prior to the transaction’s closing, combines low-cost, world-class potash and high-quality nitrogen and phosphate production assets with a premier agricultural retail network to forge an integrated crop inputs platform to better serve customers. The new company will be a leader in the fertilizer industry with close to 20,000 employees, operations and investments in 18 countries, and a pro forma enterprise value of $36 billion, based on each company’s net debt as of June 30, 2016, and the current shares outstanding and respective closing share prices of the companies on the NYSE on August 29, 2016. On a 2015 pro forma basis, the new company would have had net revenue of approximately $20.6 billion and EBITDA of $4.7 billion before synergies.
“Our merger creates a new premier Canadian-headquartered company that reflects our shared commitment to creating value and unlocking growth potential for shareholders,” says Jochen Tilk, PotashCorp president and CEO. “The integrated platform established through our combination will greatly benefit customers and suppliers, and support even greater career development opportunities for employees.
“Our workforce and the communities in which we operate are critical to both PotashCorp and Agrium, and we intend to carry forward best practices from both companies in corporate social responsibility, including commitments to employees, operating communities and the environment.”
Pre-eminent, low-cost producer of potash and high-quality nitrogen and phosphate: The new company will have a balanced nutrient portfolio that includes world-class potash production and complementary high-quality nitrogen and phosphate operations. It will have the lowest-cost potash production assets and reserves in North America, and a meaningful platform to benefit from continued growth in global potash demand. The merger also results in more diversified and complementary geographic and product portfolios in nitrogen and phosphate, with the North American nitrogen business expected to continue to benefit from low-cost feedstock and local distribution.
Leading retail distribution platform combined with two world-class nutrient production platforms: The new company will have a retail distribution platform encompassing crop nutrients and other input products, services, and solutions with operations in seven countries. The company will continue to emphasize innovation and growth in proprietary products, grower services, and distribution, with customers and suppliers benefiting from a broad agricultural solutions offering. The combined production footprint will drive freight savings and other operational efficiencies.
Significant value creation from synergies: The combination is expected to generate up to $500 million of annual operating synergies primarily from distribution and retail integration, production and SG&A optimization, and procurement. The synergies imply value creation for the combined enterprise of up to $5 billion, or a 20 percent increase above the combined market capitalizations on August 29, 2016.
The all-stock nature of the transaction allows all shareholders to participate in the benefits of the combination. The new company is expected to achieve approximately $250 million of these synergies by the end of the first year after closing with the full run-rate achieved by the end of the second year.
The new company will be led by a proven team that reflects the strengths and capabilities of both companies. Upon closing of the transaction, Jochen Tilk will serve as executive chairman, and Chuck Magro will serve as CEO, both reporting to the new board of directors. Wayne Brownlee will serve as chief financial officer, and Steve Douglas will serve as chief integration officer. Additional senior leadership positions for the new company will be named at a later date. The new company’s board of directors will have equal representation. The board’s independent lead director will be designated by Agrium.
In addition to leading the board of directors, the executive chairman will have executive responsibility for the new company’s business strategy function.
Following the closing of the transaction, the new company will have its registered head office in Saskatoon, with Canadian corporate offices in both Calgary and Saskatoon.
In addition to maintaining a strong workforce in each of its operations, the new company will maintain its commitments to community involvement and investment.
The transaction will be implemented by way of a plan of arrangement under the Canada Business Corporations Act. It is expected to close during mid-2017, subject to the satisfaction of customary closing conditions, including receipt of regulatory approvals, Canadian court approval, and approval by the shareholders of both companies.
