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BIL
BIBLT
BIL - BHP Billiton Plc - BHP Billiton announces early termination of HSR waiting
period for its offer to acquire Potashcorp
BHP Billiton Plc
Share code: BIL
ISIN: GB0000566504
NEWS RELEASE
Release IMMEDIATE
Time
Date 23 September 2010
Number 24/10
BHP BILLITON ANNOUNCES EARLY TERMINATION OF HSR WAITING PERIOD FOR ITS 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 been granted early termination by the U.S. Federal Trade Commission and the
Antitrust Division of the Department of Justice of the mandatory waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the
"HSR Act"), in connection with its 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 (the "Offer").
The termination is effective immediately, thereby ending the HSR waiting period
for the proposed acquisition. Accordingly, the condition under the Offer for
the expiration or termination of any waiting period under the HSR Act has been
satisfied.
The Offer remains subject to receipt of other regulatory approvals and the
satisfaction of other conditions. BHP Billiton remains confident that the Offer
will receive all remaining requisite regulatory approvals in due course. As
previously announced, in the Offer, BHP Billiton is offering to purchase all
outstanding PotashCorp common shares at a price of US$130 in cash per share. As
announced on 20 September 2010, the time for acceptance of the Offer has been
extended until 11:59 p.m. (Eastern time) on 18 November 2010, or such later date
or dates as may be fixed by BHP Billiton, unless the Offer is withdrawn. As of
the date of extension of the Offer, 1,801 PotashCorp common shares had been
tendered in connection with the Offer.
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 Relations
Tel: +61 3 9609 2209 Mobile: +61 419 Tel: +44 20 7802 4131 Mobile: +44
801 349 7920 236 974
email: Amanda.Buckley@bhpbilliton.com email:
Andre.Liebenberg@bhpbilliton.com
Kelly Quirke, Media Relations
Tel: +61 3 9609 2896 Mobile: +61 429 Illtud Harri, Media Relations
966 312 Tel: +44 20 7802 4195 Mobile: +44
email: Kelly.Quirke@bhpbilliton.com 7920 237 246
email: Illtud.Harri@bhpbilliton.com
Fiona Martin, Media Relations
Tel: +61 3 9609 2211 Mobile: +61 427 Americas
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:
Tel: +61 3 9609 4202 Mobile: +61 403 Scott.Espenshade@bhpbilliton.com
533 706
email: Leng.Y.Lau@bhpbilliton.com Ruban Yogarajah, Media Relations
Tel: US +1 713 966 2907 or UK +44 20
Brendan Harris, Investor Relations 7802 4033
Tel: +61 3 9609 4323 Mobile: +61 437 Mobile: UK +44 7827 082 022
134 814 email:
email: Brendan.Harris@bhpbilliton.com Ruban.Yogarajah@bhpbilliton.com
BHP Billiton Limited ABN 49 004 028 BHP Billiton Plc Registration number
077 3196209
Registered in Australia Registered in England and Wales
Registered Office: 180 Lonsdale Street Registered Office: Neathouse Place
Melbourne Victoria 3000 Australia London SW1V 1BH United Kingdom
Tel +61 1300 55 4757 Fax +61 3 9609 Tel +44 20 7802 4000 Fax +44 20 7802
3015 4111
Members of the BHP Billiton group which is headquartered in Australia
Date: 27/09/2010 07:05:01 Produced by the JSE SENS Department.
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