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BIL
BIBLT
BIL - BHP Billiton announces amendment and variation of all-cash
offer to acquire Potashcorp
BHP Billiton Plc
Share code: BIL
ISIN: GB0000566504
BHP BILLITON ANNOUNCES AMENDMENT AND VARIATION OF
ALL-CASH OFFER TO ACQUIRE POTASHCORP
Vancouver, Canada, and New York, US, and London, UK, and
Melbourne, Australia
BHP Billiton (ASX:BHP/LSE:BLT/NYSE:BHP and BBL/JSE:BIL) today
announced that it has amended and varied the terms of its all-
cash offer to acquire all of the issued and outstanding common
shares of Potash Corporation of Saskatchewan Inc. ("PotashCorp")
(NYSE:POT/TSX:POT) together with any associated rights issued and
outstanding under the PotashCorp Shareholder Rights Plan, at a
price of US$130 in cash per PotashCorp common share (the
"Offer").
On 20 September 2010, the Canadian Competition Bureau issued a
Supplementary Information Request in respect of the Offer as is
permitted by the Competition Act (Canada).
Under the Competition Act, the Offer cannot be completed until 30
days after BHP Billiton complies with the Supplementary
Information Request unless the Commissioner of Competition issues
an advance ruling certificate or "no-action" letter before that
time, provided that there is no order issued by the Competition
Tribunal in effect prohibiting completion at the relevant time.
BHP Billiton intends to comply expeditiously with the
Supplementary Information Request.
The time for acceptance of the Offer has therefore been extended
until 11:59 p.m. (Eastern Time) on 18 November 2010 to allow time
for completion of the regulatory review of the transaction (see
"Regulatory Matters - Antitrust Matters - Competition Act" in
Section 14 of BHP Billiton`s 20 August 2010 circular relating to
the Offer).
BHP Billiton is confident that the Offer will receive all
requisite regulatory approvals in due course.
Other amendments to the offer and the circular and the associated
letter of transmittal reflect certain relief granted and comments
received from the U.S. Securities and Exchange Commission (the
"SEC") relating to the Offer, as first reflected in Amendment No.
4 to the Schedule TO of BHP Billiton and BHP Billiton Development
2 (Canada) Limited (the "Offeror") filed with the SEC on 1
September 2010, as well as administrative revisions.
A notice of amendment and variation of the Offer will be mailed
to PotashCorp`s security holders and filed on SEDAR and EDGAR by
BHP Billiton.
Additional Information
IMPORTANT INFORMATION:
The Offer is being made by the Offeror, an indirect wholly-owned
subsidiary of BHP Billiton Plc. This document is for information
purposes only and does not constitute or form part of any offer
to purchase or any solicitation of any offer to sell PotashCorp`s
common shares. The Offer (as the same may be varied or extended
in accordance with applicable law) is being made exclusively by
means of, and subject to the terms and conditions set out in, the
offer and the circular, the letter of transmittal, the notice of
guaranteed delivery and other related offer materials (the "Offer
Materials").
In connection with the Offer, the Offeror, BHP Billiton Limited
and BHP Billiton Plc have filed with the Canadian securities
regulatory authorities the Offer Materials and have filed with
the U.S. Securities and Exchange Commission (the "SEC") a Tender
Offer Statement on Schedule TO (the "Schedule TO"), including the
Offer Materials.
THE OFFER MATERIALS AND THE SCHEDULE TO, AS THEY MAY BE AMENDED
FROM TIME TO TIME, CONTAIN IMPORTANT INFORMATION, INCLUDING THE
TERMS AND CONDITIONS OF THE OFFER, THAT SHOULD BE READ CAREFULLY
BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER. INVESTORS
AND SECURITY HOLDERS MAY OBTAIN A FREE COPY OF THE OFFER
MATERIALS AND OTHER DOCUMENTS FILED BY THE OFFEROR, BHP BILLITON
LIMITED AND BHP BILLITON PLC WITH THE SEC AT THE WEBSITE
MAINTAINED BY THE SEC AT WWW.SEC.GOV AND WITH THE CANADIAN
SECURITIES REGULATORY AUTHORITIES AT WWW.SEDAR.COM. MATERIALS
FILED WITH THE SEC OR THE CANADIAN SECURITIES REGULATORY
AUTHORITIES MAY BE OBTAINED WITHOUT CHARGE AT BHP BILLITON`S
WEBSITE, WWW.BHPBILLITON.COM, OR BY CONTACTING THE INFORMATION
AGENTS FOR THE OFFER, MACKENZIE PARTNERS, INC. AND KINGSDALE
SHAREHOLDER SERVICES INC., BY PHONE AT 1-800-322-2885 AND 1-866-
851-3215, RESPECTIVELY, OR BY EMAIL AT
potash@mackenziepartners.com AND
contactus@kingsdaleshareholder.com, RESPECTIVELY.
While the Offer is being made to all holders of PotashCorp common
shares, the Offer is not being made or directed to, nor will
deposits of PotashCorp common shares be accepted from or on
behalf of, holders of PotashCorp common shares in any
jurisdiction in which the making or acceptance of the Offer would
not be in compliance with the laws of such jurisdiction. However,
the Offeror may, in its sole discretion, take such action as it
may deem necessary to extend the Offer in any such jurisdiction.
This document contains information, including information
relating to PotashCorp, that has been derived from publicly
available sources that have not been independently verified. No
representation or warranty is made as to the accuracy,
completeness or reliability of such information.
Cautionary Statement Regarding Forward-Looking Statements
This document may contain, in addition to historical information,
certain forward-looking statements. Often, but not always,
forward-looking statements can be identified by the use of words
such as "plans", "expects", "expected", "scheduled", "estimates",
"intends", "anticipates", or "believes", or variations of such
words and phrases or state that certain actions, events or
results "may", "could", "would", "might" or "will" be taken,
occur or be achieved. Such forward-looking statements are subject
to known and unknown risks, uncertainties and other factors that
could cause actual results, performance or achievements of the
Offeror and BHP Billiton to differ materially from any future
results, performance or achievements expressed or implied by such
forward-looking statements, including the risk that all
conditions of the Offer will not be satisfied. Many of these
risks and uncertainties relate to factors that are beyond BHP
Billiton`s ability to control or estimate precisely, such as
future market conditions, changes in regulatory environment and
the behavior of other market participants. BHP Billiton cannot
give any assurance that such forward-looking statements will
prove to have been correct. The reader is cautioned not to place
undue reliance on these forward-looking statements, which speak
only as of the date of this document. BHP Billiton disclaims any
intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, except as required by applicable law.
Nothing contained herein shall be deemed to be a forecast,
projection or estimate of the future financial performance of any
member of the BHP Billiton Group, PotashCorp or the enlarged BHP
Billiton Group following completion of the Offer unless otherwise
stated.
Further information on BHP Billiton can be found on our Internet
site: www.bhpbilliton.com
Australia United Kingdom & South Africa
Amanda Buckley, Media Relations Andre Liebenberg, Investor
Tel: +61 3 9609 2209 Relations
Mobile: +61 419 801 349 Tel: +44 20 7802 4131
email: Mobile: +44 7920 236 974
Amanda.Buckley@bhpbilliton.com email:
Andre.Liebenberg@bhpbilliton.com
Kelly Quirke, Media Relations
Tel: +61 3 9609 2896 Illtud Harri, Media Relations
Mobile: +61 429 966 312 Tel: +44 20 7802 4195
email: Kelly.Quirke@bhpbilliton.com Mobile: +44 7920 237 246
email: Illtud.Harri@bhpbilliton.com
Fiona Martin, Media Relations
Tel: +61 3 9609 2211 Americas
Mobile: +61 427 777 908 Scott Espenshade, Investor Relations
email: Fiona.Martin2@bhpbilliton.com Tel: +1 713 599 6431
Mobile: +1 713 208 8565
Leng Lau, Investor Relations email: Scott.Espenshade@bhpbilliton.com
Tel: +61 3 9609 4202
Mobile: +61 403 533 706 Ruban Yogarajah, Media Relations
email: Leng.Y.Lau@bhpbilliton.com Tel: US +1 713 966 2907
or UK +44 20 7802 4033
Brendan Harris, Investor Relations Mobile: UK +44 7827 082 022
Tel: +61 3 9609 4323 email: Ruban.Yogarajah@bhpbilliton.com
Mobile: +61 437 134 814
email: Brendan.Harris@bhpbilliton.com
BHP Billiton Limited BHP Billiton Plc Registration
ABN 49 004 028 077 number 3196209
Registered in Australia Registered in England and Wales
Registered Office: 180 Lonsdale Registered Office: Neathouse Place
Street London SW1V 1BH United Kingdom
Melbourne Victoria 3000 Australia Tel +44 20 7802 4000
Tel +61 1300 55 4757 Fax +44 20 7802 4111
Fax +61 3 9609 3015
Members of the BHP Billiton group which is headquartered in Australia
21 September 2010
Date: 21/09/2010 07:34:01 Produced by the JSE SENS Department.
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