TAMPA, FL / ACCESSWIRE / November 4, 2021 / The Mosaic Company (NYSE: MOS) today announced that Vale SA and its affiliate (together, the “selling shareholder”) intend to offer for sale as part of a subscribed 34,176 574 common shares of Mosaic, pursuant to a registration statement filed by Mosaic with the United States Securities and Exchange Commission (the “SEC”). The 34,176,574 shares represent all of the common shares of Mosaic held by the selling shareholder. No shares are sold by Mosaic. The selling shareholder will receive all of the proceeds of this offer.
In addition, Mosaic has announced that, subject to the completion of the Offer, it intends to repurchase from the Underwriter, of the 34,176,574 Common Shares offered for the Offer, 8,544,144 Common Shares. , or 25%, at a price per share equal to the price at which the underwriter will purchase the shares of the selling shareholder under the offer. The closing of the share buyback is conditional and should occur simultaneously with the closing of the offer, subject to the satisfaction of other customary conditions. The offer is not conditional on the completion of the share buyback.
Morgan Stanley & Co. LLC is acting as an underwriter for the offer.
A registration statement relating to these securities has been filed with the SEC and is effective. This press release does not constitute an offer to sell or a solicitation of an offer to buy such securities, and there will be no sale of such securities in any state or jurisdiction in which such an offer, solicitation or sale would be illegal prior to registration or qualification under the securities laws of any such state or jurisdiction.
These securities will be offered only by means of a prospectus supplement and the accompanying prospectus. Copies of the Preliminary Prospectus Supplement and the accompanying prospectus can be obtained from Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014, telephone: 866-718-1649, email: [email protected] You can also obtain these and other documents mentioned above free of charge by visiting the SEC’s website at www.sec.gov.
About the Mosaic company
The Mosaic Company is one of the world’s leading producers and distributors of concentrated nutrients for phosphate and potash crops. Mosaic is a unique supplier of phosphate and potassium fertilizers and food ingredients to the global agricultural industry.
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may include, but are not limited to, statements about proposed or ongoing future transactions or strategic plans and other statements. on future financial and operational results. . Such statements are based on the current beliefs and expectations of the management of The Mosaic Company and are subject to significant risks and uncertainties. These risks and uncertainties include, but are not limited to: the economic impact and operational impacts of the coronavirus pandemic (Covid-19), the potential drop in demand / production of oil and its impact on availability and sulfur prices, political and economic instability and changes in government policies in Brazil and other countries in which we operate; the predictability and volatility of agriculture, fertilizer, raw materials, energy and transportation markets, as well as customer expectations, which are subject to competitive and other pressures and economic and market conditions credit; the level of stocks in the crop nutrient distribution circuits; the effect of future product innovations or the development of new technologies on demand for our products; changes in foreign currencies and exchange rates; international trade risks and other risks associated with Mosaic’s international operations and those of joint ventures in which Mosaic participates, including the performance of Wa’ad Al Shamal Phosphate Company (also known as MWSPC), development and the timely start of operations of the production facilities in the Kingdom of Saudi Arabia, and the future success of current plans for the MWSPC and any future modifications to those plans; difficulties in realizing the benefits of our long-term, natural gas-based ammonia supply agreement with CF Industries, Inc., including the risk that the initially anticipated cost savings of the agreement may be not fully realized over its term or that the price of natural gas, gas or ammonia during the term are at levels at which pricing is disadvantageous to Mosaic; client defaults; the effects of Mosaic’s decisions to exit its business operations or locations; changes in government policy; changes in environmental and other government regulations, including the expansion of the types and extent of water resources regulated by federal law, carbon taxes or other greenhouse gas regulations, the implementation of numerical water quality standards for the release of nutrients into Florida rivers or efforts to reduce the flow of excess nutrients into the Mississippi River Basin, Gulf from Mexico or elsewhere; subsequent developments in legal or administrative proceedings, or complaints that Mosaic’s operations have a negative impact on nearby farms, business operations or properties; difficulties or delays in receiving, increased costs or challenges to necessary government authorizations or approvals or increased financial assurance requirements; the resolution of the global tax audit activity; the effectiveness of Mosaic’s processes to manage its strategic priorities; adverse weather conditions affecting operations in Central Florida, the Mississippi River Basin, the Gulf Coast of the United States, Canada or Brazil, including potential hurricanes, excessive heat, cold, snow, precipitation or drought; the actual costs of various items differing from management’s current estimates, including, but not limited to, decommissioning of fixed assets, environmental remediation, reclamation or other environmental regulations, Canadian taxes and charges on the resources, or costs of the MWSPC; reduction in Mosaic’s available cash and liquidity, and increased leverage, due to its use of cash and / or available debt capacity to fund financial collateral requirements and strategic investments; the contributions of brine to the Mosaic potash mines; other accidents and disruptions involving Mosaic’s operations, including potential mine fires, floods, explosions, seismic events, sinkholes, or releases of hazardous or volatile chemicals; and risks associated with cybersecurity, including loss of reputation; as well as other risks and uncertainties noted from time to time in The Mosaic Company’s reports filed with the Securities and Exchange Commission. Actual results may differ from those stated in forward-looking statements.
The Mosaic Company
Ben Pratt, 813-775-4206
Paul Massoud, 813-775-4260
THE SOURCE: The Mosaic Company
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