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BIL
BIBLT
BIL - BHP Billiton Announces Plan Of Arrangement To Acquire Anglo Potash Ltd
BHP Billiton Plc
Share code: BIL
ISIN: GB0000566504
12 May 2008
Number
17/08
BHP BILLITON ANNOUNCES PLAN OF ARRANGEMENT TO ACQUIRE ANGLO POTASH LTD
BHP Billiton today announced that it has entered into a definitive agreement
with Anglo Potash Limited ("Anglo Potash") to acquire all of the issued and
outstanding common shares of Anglo Potash at a price of C$8.15 cash per common
share (the "Transaction").
Anglo Potash`s only asset is its 25% interest in the Canadian potash Joint
Venture development project in which BHP Billiton has a 75% interest. If
approved, today`s announced acquisition will deliver to BHP Billiton 100%
control of the Joint Venture.
The total equity value of the Transaction is approximately US$282 million (C$284
million) on a fully diluted basis.
BHP Billiton Diamonds & Specialty Products President Graham Kerr said, "our
Canadian potash position comprises a world class development with over 7,338
square kilometres of highly prospective exploration permits in the immediate
vicinity of existing major Saskatchewan potash mines. Today`s announcement is
consistent with BHP Billiton`s strategy of capturing and developing premium
growth options in long-life, low cost natural resources with a focus on
delivering shareholder and stakeholder value".
Anglo Potash`s Board of Directors has unanimously approved the Transaction and
recommends that shareholders vote in favour of the Transaction.
Further information can be found in the attached joint announcement by BHP
Billiton and Anglo Potash.
Further information on BHP Billiton can be found on our Internet site:
www.bhpbilliton.com
Australia United Kingdom & South Africa
Samantha Evans, Media Relations Andre Liebenberg, Investor Relations
Tel: +61 3 9609 2898 Tel: +44 20 7802 4131
Mobile: +61 400 693 915 Mobile: +44 7920 236 974
email:Samantha.Evans@bhpbilliton.com email:Andre.Liebenberg@bhpbilliton.com
Leng Lau, Investor Relations Illtud Harri, Media Relations
Tel: +61 3 9609 4202 Mobile: +61 403 Tel: +44 20 7802 4195
533 706 Mobile: +44 7920 237 246
email: Leng.Y.Lau@bhpbilliton.com email: Illtud.Harri@bhpbilliton.com
United States
Tracey Whitehead, Investor & Media Relations
Tel: US +1 713 599 6100 or
UK +44 20 7802 4031
Mobile: +44 7917 648 093
email:Tracey.Whitehead@bhpbilliton.com
May 12, 2008
NEWS RELEASE
BHP Billiton Diamonds Inc. to acquire Anglo Potash Ltd.
For immediate release
CALGARY, ALBERTA and TORONTO, ONTARIO - Anglo Potash Ltd. (TSXV: AGP) ("Anglo
Potash") and BHP Billiton Diamonds Inc. ("BHP Billiton") are pleased to announce
that they have entered into a definitive agreement whereby BHP Billiton will
offer to acquire all of the issued and outstanding common shares of Anglo Potash
at a price of $8.15 cash per common share. The total equity value of the
transaction is approximately $284 million on a fully-diluted basis. All amounts
are in Canadian dollars.
The $8.15 per share cash consideration represents a 34% premium over the closing
price of the common shares on the TSX Venture Exchange on May 9, 2008 and a 36%
premium based on the volume weighted average price of the common shares over the
60 trading days prior to May 12, 2008.
Anglo Potash`s Board of Directors has unanimously approved the acquisition and
recommends that shareholders vote their shares in favour of the transaction,
following receipt of a fairness opinion from its financial advisor.
The transaction is to be completed by way of a statutory plan of arrangement and
will be subject to the approval of 66?% of the votes cast by Anglo Potash`s
securityholders and a simple majority of the votes cast by the shareholders
(other than BHP Billiton and its related parties) at a special meeting, which is
currently anticipated to take place in July 2008. The acquisition will also
require court approval. If Anglo Potash`s securityholders approve the
acquisition and the requisite court approval is obtained, the closing is
expected to take place in July, 2008. The information circular for the
acquisition is expected to be mailed to Anglo Potash`s securityholders later in
this month.
Todd Montgomery, Anglo Potash`s President and Chief Executive Officer and a
director, and the other directors of Anglo Potash, Brent Walter, Randal Ludwar,
Corey Giasson and Joseph Montgomery have entered into a lock-up agreement with
BHP Billiton under which they will irrevocably vote approximately 26% of Anglo
Potash`s outstanding common shares (including shares to be issued upon exercise
of outstanding vested options) in favour of the transaction. The directors have
agreed to exercise their vested options to vote the underlying shares in favour
of the transaction. The lock-up agreement also provides BHP Billiton with an
option to acquire for $8.15 per share an aggregate of 5,300,000 shares of Anglo
Potash representing approximately 16.7% of the outstanding shares from the
directors of Anglo Potash if the definitive agreement is terminated in certain
circumstances. These shares, together with the 1,039,093 previously-owned
shares (or approximately 3.2%), represent approximately 19.9% of the outstanding
shares of Anglo Potash.
Anglo Potash has agreed not to solicit or initiate any discussion regarding any
other business combination or sale of material assets. Anglo Potash has also
granted BHP Billiton a right to match any superior proposal and a termination
fee of $10 million payable to BHP Billiton by Anglo Potash if the definitive
agreement is terminated as a result of Anglo Potash recommending or approving an
acquisition proposal or entering into an agreement with respect to a superior
proposal or similar circumstances.
"We are pleased to take this step with BHP Billiton and believe the acquisition
will benefit the shareholders of Anglo Potash," said Todd Montgomery. "We have
been joint venture partners with BHP Billiton for two years of exploration and
development, the success of which is underscored by today`s excellent offer from
BHP Billiton."
BHP Billiton`s President of Diamonds & Specialty Products, Graham Kerr, added
that "I wish to thank Todd and his team for their continual support as our JV
partner; we look forward to the next chapter in the potash exploration and
development program and building upon our successful history of investment and
growth in Canada."
Anglo Potash is being advised by Morgan Stanley & Co. Incorporated, and its
legal counsel are Osler, Hoskin & Harcourt LLP and ProVenture Law LLP. Morgan
Stanley has also provided an opinion to the Board of Directors of Anglo Potash
that, as of the date of the signing of the definitive agreement, and subject to
the assumptions and limitations on which the opinions are based, the
consideration to be received under the offer is fair, from a financial point of
view, to Anglo Potash`s shareholders. BHP Billiton is being advised by TD
Securities Inc. and its legal counsel are Davies Ward Phillips & Vineberg LLP.
____________________________________________________________
About Anglo Potash Ltd.
Anglo Potash is a mineral exploration and development company focused on
developing a potash mine in Saskatchewan, Canada. Anglo Potash entered into a
joint venture (the "JV"), with BHP Billiton pursuant to which Anglo Potash holds
a 25% interest (through its wholly owned subsidiary Prairie Potash Corp.) and
BHP Billiton holds a 75% interest in the JV, with BHP Billiton being the
operator of the JV. The JV holds 32 potash permits, some of which are pending,
covering over 1.8 million acres of lands.
About BHP Billiton
BHP Billiton Diamonds Inc. is a subsidiary of the BHP Billiton Group. BHP
Billiton is the world`s largest diversified natural resources company, with some
39,000 employees across 100 operations in approximately 25 countries. Its
operations encompass a broad range of commodities including aluminium, energy
coal, metallurgical coal, copper, manganese, iron ore, uranium, nickel,
diamonds, silver and titanium minerals, oil, gas, and liquefied natural gas.
In 2007, BHP Billiton generated turnover of US$47.5 billion, and attributable
profit (excluding exceptional items) of US$13.7 billion.
BHP Billiton is dual listed on both the Australian and London stock exchanges,
with its headquarters in Melbourne, Australia.
The TSX Venture Exchange Inc. does not accept responsibility for the adequacy
or accuracy of this release.
The information in this document contains certain forward-looking statements
with respect to Anglo Potash Ltd. These statements are often, but not always,
made through the use of words or phrases such as "expect", "should", "continue",
"believe", "anticipate", "suggest", "estimate", "contemplate", "target", "plan",
"budget", "may", "will", "schedule" and "intend" or similar formulations. By
their nature, these forward-looking statements are necessarily based on a number
of estimates and assumptions that, while considered reasonable by management,
are inherently subject to significant, known and unknown, business, economic,
competitive and other risks, uncertainties and other factors affecting Anglo
Potash Ltd. specifically or its industry generally that could cause the actual
performance, achievements and financial results to differ materially from past
results and from those expressed in any forward-looking statements made by or on
behalf of Anglo Potash Ltd. These risks and uncertainties relate to such
factors as the receipt of required securityholder approvals and regulatory
approvals, the availability of sufficient capital, the estimated cost and
availability of funding for the continued exploration and development of the
prospects of Anglo Potash, political and economic conditions, commodity prices,
and other factors. In view of these uncertainties we caution readers not to
place undue reliance on these forward-looking statements. Statements made in
this document are made as of the date hereof and Anglo Potash Ltd. disclaims any
intention or obligation to update or revise any statements made herein, whether
as a result of new information, future events or otherwise.
______________________________
For further information, please contact:
Anglo Potash contacts
Todd Montgomery Corey Giasson
President and CEO Vice President, Business
Telephone +1 403 228 0607 Development and Investor Relations
Telephone +1 306 651 4407
BHP Billiton contacts
Tracey Whitehead BHP Billiton Diamonds Inc.
Investor & Media Relations Suite 800, Four Bentall Centre
Telephone US+1 713 599 6100 1055 Dunsmuir Street
UK +44 20 7802 4031 Vancouver, British Columbia V1X
Mobile +44 7917 648 093 1L2
Email Tracey.Whitehead@bhpbilliton.com
Morgan Stanley contacts
Richard H.M. Robinson
Executive Director
Telephone +1 212 761 3307
Email
richard.hm.robinson@morganstanley.com
TD Securities contacts
Ewan Mason
Telephone +1 416 308 3099
Email ewan.mason@tdsecurities.com
Date: 12/05/2008 17:32:37 Produced by the JSE SENS Department.
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