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BIL
BIBLT
BIL - BHP Billiton - Plan of arrangement to acquire Athabasca Potash Inc.
BHP Billiton Plc
Share code: BIL
ISIN: GB0000566504
NEWS RELEASE
Release Time
IMMEDIATE
Date
28 January 2010
Number
04/10
PLAN OF ARRANGEMENT TO ACQUIRE ATHABASCA POTASH INC.
BHP Billiton today has entered into a definitive agreement with Athabasca Potash
Inc. ("API") to acquire all of the issued and outstanding common shares of API
at a price of C$8.35 cash per common share.
The total equity value of the transact
tion is approximately C$341 million (US$320 million) on a fully diluted basis.
API is a Toronto Stock Exchange-listed, junior potash company that owns the Burr
Project and various potash exploration properties in Saskatchewan, Canada. API
holds one of the largest exploration permit areas in the Saskatchewan basin,
covering approximately 6,900 km2.
The Burr Project is located adjacent to BHP Billiton`s Jansen Project and some
of API`s exploration properties neighbour BHP Billiton`s potash permit areas.
Acquiring API will give BHP Billiton access to a total of more than 14,000 km2
of prospective exploration ground in the world-class Saskatchewan potash basin.
BHP Billiton Diamonds & Specialty Products President Graham Kerr said: "Today`s
announcement is consistent with BHP Billiton`s strategy of building a strong
potash resource position. We continue to pursue opportunities that fit within
our portfolio and are aligned with our strategy of developing Tier 1, long life,
low-cost, expandable assets. This acquisition fits well with our existing
projects and land positions in the Saskatchewan potash basin."
Further information can be found in the attached joint announcement by BHP
Billiton and API.
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 Mobile: +61 400 Tel: +44 20 7802 4131 Mobile: +44
693 915 7920 236 974
email: Samantha.Evans@bhpbilliton.com email:
Andre.Liebenberg@bhpbilliton.com
Amanda Buckley, Media Relations Illtud Harri, Media Relations
Tel: +61 3 9609 2209 Mobile: +61 419 Tel: +44 20 7802 4195 Mobile: +44
801 349 7920 237 246
email:Amanda.Buckley@bhpbilliton.com email: Illtud.Harri@bhpbilliton.com
Kelly Quirke, Media Relations Americas
Tel: +61 3 9609 2896 Mobile: +61 429 Scott Espenshade, Investor Relations
966 312 Tel: +1 713 599 6431 Mobile: +1 713
email: 208 8565
Kelly.Quirke@bhpbilliton.com email:
Scott.Espenshade@bhpbilliton.com
Leng Lau, Investor Relations Ruban Yogarajah, Media Relations
Tel: +61 3 9609 4202 Mobile: +61 403 Tel: US +1 713 966 2907 or UK +44 20
533 706 7802 4033Mobile: UK +44 7827 082 022
email: Leng.Y.Lau@bhpbilliton.com email: Ruban.Yogarajah@bhpbilliton.com
BHP Billiton Limited BHP Billiton Plc
ABN 49 004 028 077 Registration number 3196209
Registered in Australia Registered in England and Wales
Registered Office: Registered Office:
180 Lonsdale Street Neathouse Place
Melbourne Victoria 3000 Australia London SW1V 1BH
Tel +61 1300 55 4757 United Kingdom
Fax +61 3 9609 3015 Tel +44 20 7802 4000
Fax +44 20 7802 4111
Members of the BHP Billiton group which is headquartered in
Australia
28 January 2010
NEWS RELEASE
BHP Billiton Canada Inc. to acquire Athabasca Potash Inc.
For immediate release
SASKATOON, SASKATCHEWAN and TORONTO, ONTARIO - Athabasca Potash Inc.
(TSX: API)
Athabasca Potash Inc. ("API") and BHP Billiton Canada Inc. ("BHP Billiton")
are pleased to announce they have entered into a definitive agreement whereby
BHP Billiton will offer to acquire all of the issued and outstanding common
shares of API at a price of $8.35 cash per common share (the "Consideration").
The total equity value of the transaction is approximately $341 million on a
fully-diluted basis. All amounts are in Canadian dollars. The transaction
represents the culmination of a nearly year-long process first described in
API`s March 30, 2009 press release and later expanded in API`s July 16, 2009
press release.
The Consideration represents a 105% premium to the closing market price of
the common shares on July 15, 2009, the day preceding API`s announcement that
it had expanded the scope of transactions being considered in its strategic
review process to include potential mergers or acquisitions of all or a portion
of API or its business. The Consideration also represents a 25% premium over
the closing price of the common shares on the Toronto Stock Exchange on 27
January 2010 and a 37% premium based on the volume weighted average price of the
common shares over the 60 trading days prior to 28 January 2010.
API`s Board of Directors has unanimously approved the transaction and,
having received fairness opinions from its financial advisers, recommends that
security holders vote their shares in favour of the transaction. The
transaction is to be implemented by way of a statutory plan of arrangement
and will be subject to the approval of 66? per cent of the votes cast by API`s
security holders, and a simple majority of the votes cast by the shareholders,
at a special meeting, which is currently anticipated to take place in March
2010. The acquisition will also require court approval. If API`s security
holders approve the transaction and the requisite court approval is obtained,
the closing is expected to take place later in March 2010. The information
circular for the acquisition is expected to be mailed to API`s security
holders by 12 February 2010.
Dawn Zhou, API`s Executive Chairman, all directors and certain other officers
and major shareholders of API have entered into lock-up agreements with BHP
Billiton under which they will irrevocably vote common shares and options
representing approximately 40% of API`s fully diluted outstanding common shares
in favour of the transaction.
API has agreed not to solicit or initiate any discussion regarding any
other business combination or sale of material assets. API has also granted
BHP Billiton a right to match any superior proposal and will pay a termination
fee of $12 million to BHP Billiton if the definitive agreement is terminated
in certain events, including if API recommends or approves an acquisition
proposal or enters into an agreement with respect to a superior proposal.
Dawn Zhou said: "API`s Board of Directors has reviewed and explored a number
of possible strategic options and it has concluded that BHP Billiton`s offer
is in the best interests of API`s shareholders. API would like to thank all
shareholders for their support. I am proud of what the API team has achieved
and delighted to see such a successful outcome to the strategic review
process we initiated last year."
BHP Billiton Diamonds & Specialty Products President Graham Kerr said:
"Today`s announcement is consistent with BHP Billiton`s strategy of building a
strong potash resource position. We continue to pursue opportunities that fit
within our portfolio and are aligned with our strategy of developing Tier 1,
long life, low-cost, expandable assets. This acquisition fits well with our
existing projects and land positions in the Saskatchewan potash basin."
API is being advised by CIBC World Markets Inc. and Genuity Capital Markets,
and its legal counsel is Fraser Milner Casgrain LLP. CIBC World Markets Inc.
and Genuity Capital Markets have also provided an opinion to the Board of
Directors of API 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 arrangement
is fair, from a financial point of view, to API`s shareholders. BHP Billiton
is being advised by TD Securities Inc. and its legal counsel is Fasken
Martineau DuMoulin LLP.
____________________________________________________________
Further information on BHP Billiton can be found at www.bhpbilliton.com
Further information on API can be found at www.athabascapotash.ca
______________________________
For further information, please contact:
Athabasca Potash Inc.
Kevan Bender, VP Investor Relations and Communications
+1 306 374 7579
Email: info@athabascapotash.ca
BHP Billiton
Bronwyn Wilkinson, Investor and Media Relations
Tel: +1 604 632 1498
Mobile: +1 604 340 8753
Email: Bronwyn.Wilkinson@bhpbilliton.com
Ruban Yogarajah, Media Relations
Tel: US +1 713 966 2907 or UK +44 20 7802 4033Mobile: UK +44 7827 082 022
Email: Ruban.Yogarajah@bhpbilliton.com
Date: 28/01/2010 16:22:01 Produced by the JSE SENS Department.
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