Itafos signs a definitive agreement to
acquire Agrium’s Conda Phosphate Operations
Itafos (TSXV:IFOS) today announced that it has signed a definitive
arm’s length purchase agreement with Agrium Inc. (TSX:AGU)
(NYSE:AGU) to acquire Agrium’s Conda Phosphate Operations, an
integrated producer of phosphate fertilizers and specialty
products, for total cash consideration of approximately US$100
million (which includes inventory) on a cash and debt free
basis.
Conda Phosphate Operations, located in Conda, Idaho, which
include phosphate production facilities and adjacent phosphate
mineral rights, produces approximately 540,000 metric tons per year
of mono-ammonium phosphate (“MAP”), super phosphoric acid (“SPA”),
merchant grade phosphoric acid (“MGA”) and specialty products
(“phosphate solutions”) and serves the North American fertilizer
market.
The transaction includes long-term strategic supply and off-take
agreements. Under the terms of the supply and off-take
agreements, Agrium will supply 100% of the ammonia requirements of
Conda Phosphate Operations and purchase 100% of MAP product
produced, with pricing formulas for both tied to benchmark
phosphate fertilizer prices.
“This transaction is transformative for Itafos and vastly
accelerates our strategic objective of becoming a leading global
player in the phosphate fertilizer industry,” said Brian Zatarain,
Chief Executive Officer of Itafos. “Conda Phosphate
Operations further diversifies our global position of long-term
strategic phosphate assets with an operating business in North
America that has a long and successful track record of safe,
responsible, reliable, continuous and financially stable
operations.”
The transaction is expected to close by year end 2017, subject
to customary closing conditions, including approval of the Federal
Trade Commission and approval of the TSXV.
About Itafos
Itafos is an integrated producer of phosphate fertilizers and
related products with an attractive portfolio of long-term
strategic assets. Itafos is managed by an experienced and diverse
team with extensive commercial, financial, legal and technical
expertise. Itafos owns the Itafos Arraias 500,000 ton per year
Single Super Phosphate (SSP) Operations, which consists of an
integrated fertilizer production facility comprised of a phosphate
mine, a mill, a beneficiation plant, a sulphuric acid plant, an SSP
plant and a granulation plant and related infrastructure located in
central Brazil. Itafos’ development portfolio includes a number of
additional projects in Brazil, including the Santana Project, a
high-grade phosphate mine project located in Mato Grosso State and
the Araxá Project, a high-grade rare earth elements, niobium and
phosphate mine project located in Pará State. In addition,
Itafos owns the Paris Hills Project, a high-grade phosphate mine
project located in Idaho, United States, the Mantaro Project, a
high-grade phosphate mine project located in Junin, Peru and an
approximate 31.3% interest in GB Minerals Ltd. which owns the Farim
Project, a high-grade phosphate mine project located in Farim,
Guinea Bissau.
About Agrium
Agrium Inc. is a major producer and distributor of agricultural
products and services in North America, South America,
Australia and Egypt through its agricultural retail-distribution
and wholesale nutrient businesses. Agrium supplies growers with key
products and services such as crop nutrients, crop protection,
seed, and agronomic and application services, thereby helping to
meet the ever growing global demand for food and fiber. Agrium
produces nitrogen, potash and phosphate fertilizers, with a
combined wholesale nutrient capacity of over nine million tonnes
and with competitive advantages across all product lines. Agrium
retail-distribution has an unmatched network of close to 1,500
facilities and over 3,000 crop consultants. We partner with over
half a million grower customers globally to help them increase
their yields and returns on more than 50 different crops. With a
focus on sustainability, the company strives to improve the
communities in which it operates through safety, education,
environmental improvement and new technologies such as the
development of precision agriculture and controlled release
nutrient products. Agrium is focused on driving operational
excellence across our businesses, pursuing value-enhancing growth
opportunities and returning capital to shareholders.
About The Blueshirt Group
The Blueshirt Group provides capital markets expertise and
strategic financial and media relations counsel to growth companies
and venture capital firms globally. Founded in 1999, The Blueshirt
Group has earned its reputation as a leader in investor relations
(IR), financial communications, financial media relations and
crisis management.
For more information, please visit
http://www.blueshirtgroup.com.
Forward-Looking Statements
This news release contains forward-looking
information (“FLI”) regarding future events or the future
performance of Itafos and Conda Phosphates Operations. Generally,
FLI can be identified by expressions of belief, expectation or
intention, and often contain words such as “anticipates”,
“believes”, “expects”, “estimates”, “intends”, “plans”, “could”,
“may”, “might”, “should”, “would” or variations of such words. FLI
is based on various assumptions, including with respect to
fertilizer market growth, reserves and resources, mine life,
production, operating costs, product sales and pricing, capital
expenditures, financing sources and use of funds, operations and
financial performance and business prospects and opportunities,
including with respect to the acquisition of Conda Phosphates
Operations. While Itafos considers these assumptions to be
reasonable based on information currently available, such
assumptions may prove to be incorrect as FLI is subject to various
risks and uncertainties that could cause actual events or results
to differ materially from those projected. These risks and
uncertainties include, but are not limited to: variations from
Itafos’ assumptions regarding the matters mentioned above; changes
in the agriculture, fertilizer, commodity, raw material, energy,
transportation and financial market conditions and prices;
fluctuations in currency exchange rates; changes in government
policy and in environmental and other governmental regulation;
inability to obtain necessary permits and licenses; timing and
outcome of current and pending government and third party claims or
lawsuits; ability to attract and retain skilled employees with
relevant industry expertise; imprecision in mineral reserves and
resources estimates; certainty of supply of raw materials;
intermittency of operations and production; increases in production
costs; ability to sell product; credit risk of offtake
counterparties; ability to effectively finance, close and integrate
any future developments and/or acquisitions including with respect
to Conda Phosphates Operations; catastrophic events such as fires,
floods, explosions, release of hazardous chemicals and seismic
events; insurance and uninsured risks, as well as other risks and
uncertainties reported by Itafos from time to time in its
Management’s Discussion and Analysis filed with the securities
regulatory authorities in Canada and available at
www.sedar.com.
FLI should not be read as a guarantee of future
events or results. You are cautioned not to put undue reliance on
FLI. FLI included in this news release is expressly qualified by
this cautionary statement and is made as of the date of this news
release. Itafos does not undertake any obligation to publicly
update or revise any FLI except as required by applicable
securities laws.
Neither the TSXV nor its Regulation Services Provider
(as that term is defined in policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this news
release.
FOR FURTHER INFORMATION, PLEASE CONTACT:
ItafosBrian Zatarain, Chief Executive
Officerbrian.zatarain@itafos.com www.itafos.com
The Blueshirt GroupGary Dvorchak, CFAManaging Director+1 (323)
240-5796gary@blueshirtgroup.com
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